UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

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

Commission File Number 0-51584

BERKSHIRE HILLS BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		04-3510455
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
24 North Street, Pittsfield, Massachusetts		01201
(Address of principal executive offices)		(Zip Code)

(413) 443-5601

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

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

Large Accelerated Filer o		Accelerated Filer þ
Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o No þ

The Registrant had 12,306,034 shares of common stock, par value $0.01 per share, outstanding as of May 4, 2009.

 

 

BERKSHIRE HILLS BANCORP, INC.
FORM 10-Q

INDEX

				Page
PART I. FINANCIAL INFORMATION
Item 1.		Consolidated Financial Statements (unaudited)
		Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008			3
		Consolidated Statements of Income for the Three Months Ended March 31, 2009 and 2008			4
		Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2009 and 2008			5
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008			6
		Notes to Consolidated Financial Statements			7
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations			23
		Selected Financial Data			26
		Average Balances and Average Yields/Rate			27
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			31
Item 4.		Controls and Procedures			32
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings			32
Item 1A.		Risk Factors			32
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3.		Defaults Upon Senior Securities			33
Item 4.		Submission of Matters to a Vote of Security Holders			33
Item 5.		Other Information			33
Item 6.		Exhibits			34
Signatures					35

PART I

ITEM 1.		CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED BALANCE SHEETS

		March 31,				December 31,
(In thousands, except share data)		2009				2008
Assets
Cash and cash equivalents		$	22,887			$	25,784
Federal funds sold and short-term investments			113,225				19,014
Total cash and cash equivalents			136,112				44,798
Trading security			17,565				18,144
Securities available for sale, at fair value			274,879				274,380
Securities held to maturity (fair values of $28,499 and $26,729)			27,972				25,872
Restricted equity securities			23,120				23,120
Loans held for sale			5,276				1,768
Residential mortgages			651,507				677,254
Commercial mortgages			797,363				805,456
Commercial business loans			179,765				178,934
Consumer loans			340,743				345,508
Total loans			1,969,378				2,007,152
Less: Allowance for loan losses			(22,903	)			(22,908	)
Net loans			1,946,475				1,984,244
Premises and equipment, net			37,029				37,448
Goodwill			161,725				161,178
Other intangible assets			16,820				17,652
Cash surrender value of life insurance			35,964				35,668
Derivative assets			4,657				3,741
Other assets			36,757				38,716
Total assets		$	2,724,351			$	2,666,729
Liabilities
Demand deposits		$	237,619			$	233,040
NOW deposits			199,236				190,828
Money market deposits			505,937				448,238
Savings deposits			212,687				211,156
Time deposits			782,601				746,318
Total deposits			1,938,080				1,829,580
Short-term debt			30,000				23,200
Long-term Federal Home Loan Bank advances			280,160				318,957
Other long-term debt			17,000				17,000
Junior subordinated debentures			15,464				15,464
Derivative liabilities			22,485				24,068
Due to broker			—				19,895
Other liabilities			8,344				10,140
Total liabilities			2,311,533				2,258,304
Stockholders’ equity
Preferred stock ($.01 par value; 1,000,000 shares authorized; 40,000 shares issued with $1,000 liquidation value )			36,959				36,822
Common stock ($.01 par value; 26,000,000 shares authorized; 14,238,825 shares issued)			142				142
Additional paid-in capital			307,502				307,619
Unearned compensation			(2,504	)			(1,905	)
Retained earnings			129,176				127,773
Accumulated other comprehensive loss			(9,285	)			(11,574	)
Treasury stock, at cost (1,932,910 shares in 2009 and 1,985,381 shares in 2008)			(49,172	)			(50,452	)
Total stockholders’ equity			412,818				408,425
Total liabilities and stockholders’ equity		$	2,724,351			$	2,666,729

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

		Three Months Ended
		March 31,
(In thousands, except per share data)		2009				2008
Interest and dividend income
Loans		$	26,432			$	31,323
Securities and other			3,448				3,200
Total interest and dividend income			29,880				34,523
Interest expense
Deposits			8,473				12,288
Borrowings and junior subordinated debentures			3,696				3,941
Total interest expense			12,169				16,229
Net interest income			17,711				18,294
Non-interest income
Insurance commissions and fees			4,569				5,146
Deposit service fees			2,236				2,155
Wealth management fees			1,189				1,628
Loan service and interest rate swap fees			391				237
Total fee income			8,385				9,166
Other			352				306
Loss on sale of securities, net			(2	)			—
Gain on swap termination			741				—
Loss on prepayment of borrowings			(804	)			—
Total non-interest income			8,672				9,472
Total net revenue			26,383				27,766
Provision for loan losses			2,500				825
Non-interest expense
Salaries and employee benefits			9,352				9,656
Occupancy and equipment			3,128				2,968
Marketing, data processing, and professional services			2,782				1,915
Amortization of intangible assets			833				1,084
Other			2,358				2,451
Total non-interest expense			18,453				18,074
Income before income taxes			5,430				8,867
Income tax expense			1,547				2,818
Net income		$	3,883			$	6,049
Less: Cumulative preferred stock dividend and accretion			637				—
Net income available to common stockholders		$	3,246			$	6,049
Basic earnings per common share		$	0.27			$	0.58
Diluted earnings per common share		$	0.27			$	0.58
Weighted average common shares outstanding
Basic			12,164				10,386
Diluted			12,247				10,457

The accompanying notes are an integral part of these consolidated financial statements.

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

		Three Months Ended March 31,
(In thousands except per share data)		2009				2008
Total stockholders’ equity at beginning of period		$	408,425			$	326,837
Comprehensive income:
Net income			3,883				6,049
Net unrealized gain on securities available-for-sale, net of reclassification adjustments and tax effects			1,351				866
Net gain (loss) on derivative instruments, net of reclassification adjustments and tax effects			938				(1,882	)
Total comprehensive income			6,172				5,033
Common cash dividends declared ($0.16 per share for 2009 and $0.15 per share for 2008)			(1,963	)			(1,574	)
Preferred stock dividends accumulated			(311	)			—
Treasury stock purchased			—				(2,596	)
Forfeited unvested restricted shares			(112	)			(34	)
Reissuance of treasury stock-exercised stock options (11,000 shares in 2009)			198				975
Reissuance of treasury stock-other, net (41,000 shares in 2009, including 47,000 stock awards)			1,196				1,375
Stock-based compensation			509				409
Accretion of discount on preferred stock			137				—
Tax loss from stock compensation			—				(69	)
Other equity changes, net (including additions to unearned compensation of $1,105 in 2009)			(1,433	)			(1,615	)
Total stockholders’ equity at end of period		$	412,818			$	328,741

BERKSHIRE HILLS BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Three Months Ended March 31,
(In thousands)		2009				2008
Cash flows from operating activities:
Net income		$	3,883			$	6,049
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses			2,500				825
Net amortization of securities			189				35
Net purchased loan amortization and deferrals			(936	)			(744	)
Premises depreciation and amortization expense			965				962
Stock-based compensation expense			509				409
Excess tax loss from stock-based payment arrangements			—				69
Amortization of other intangibles			833				1,084
Increase in cash surrender value of bank-owned life insurance policies			(296	)			(303	)
Loss on sales of securities, net			2				—
Net (increase) decrease in loans held for sale			(3,508	)			532
Loss on sale of loans			20				—
Loss from sale of premises			—				14
Writedowns of other real estate owned			127				100
Net change in other			(2,837	)			(1,645	)
Net cash provided by operating activities			1,450				7,387
Cash flows from investing activities:
Sales of securities available for sale			7,914				2,439
Proceeds from maturities, calls and prepayments of securities available for sale			9,505				6,209
Purchases of securities available for sale			(16,027	)			(10,316	)
Settlement of outstanding due to broker on purchases of securities available for sale			(19,895	)			—
Proceeds from maturities, calls and prepayments for securities held to maturity			2,775				3,468
Purchases of securities held to maturity			(4,876	)			(3,639	)
Decrease in loans, net			35,269				8,020
Proceeds from surrender of life insurance			—				1,103
Proceeds from sale of premises			—				60
Payment for acquisition			—				(1,030	)
Capital expenditures			(545	)			(719	)
Net cash provided by investing activities			14,120				5,595
Cash flows from financing activities:
Net increase in deposits			108,500				57,540
Proceeds from Federal Home Loan Bank advances			30,000				95,000
Repayments of Federal Home Loan Bank advances and other borrowings			(61,998	)			(121,191	)
Treasury stock purchased			—				(2,596	)
Proceeds from reissuance of treasury stock			1,394				2,350
Excess tax effects from stock-based payment arrangements			—				(69	)
Preferred stock cash dividends paid			(189	)			—
Common stock cash dividends paid			(1,963	)			(1,574	)
Net cash provided by financing activities			75,744				29,460
Net change in cash and cash equivalents			91,314				42,443
Cash and cash equivalents at beginning of period			44,798				41,142
Cash and cash equivalents at end of period		$	136,112			$	83,585
Supplemental cash flow information:
Interest paid on deposits		$	8,468			$	11,387
Interest paid on borrowed funds			3,830				3,981
Income taxes (refunded) paid, net			106				(267	)

The accompanying notes are an integral part of these financial statements.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.		GENERAL

Basis of presentation and consolidation

The consolidated financial statements (the “financial statements”) of Berkshire Hills Bancorp, Inc. (the “Company”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include the accounts of the Company and its wholly-owned subsidiaries, Berkshire Insurance Group and Berkshire Bank (the “Bank”), together with the Bank’s consolidated subsidiaries. One of the Bank’s consolidated subsidiaries is Berkshire Bank Municipal Bank, a New York chartered limited-purpose commercial bank. All significant inter-company transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results which may be expected for the year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Business

Through its wholly-owned subsidiaries, the Company provides a variety of financial services to individuals, businesses, not-for-profit organizations, and municipalities through its offices in western Massachusetts, southern Vermont and northeastern New York. Its primary deposit products are checking, NOW, money market, savings, and time deposit accounts. Its primary lending products are residential mortgages, commercial mortgages, construction loans, commercial business loans and consumer loans. The Company offers electronic banking, cash management, and other transaction and reporting services; it also offers interest rate swap contracts to commercial customers. The Company offers wealth management services including trust, financial planning, and investment services. The Company is an agent for complete lines of property and casualty, life, disability, and health insurance.

Business segments

An operating segment is a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and evaluate performance. The Company has two reportable operating segments, Banking and Insurance, which are delineated by the consolidated subsidiaries of Berkshire Hills Bancorp, Inc. Banking includes the activities of Berkshire Bank and its subsidiaries, which provide commercial and consumer banking services. Insurance includes the activities of Berkshire Insurance Group, which provides commercial and consumer insurance services. The only other consolidated financial activity of the Company consists of the transactions of Berkshire Hills Bancorp Inc.

Use of estimates

In preparing the financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses; the valuation of deferred tax assets; the estimates related to the initial measurement of goodwill and intangible assets and subsequent impairment analyses; the determination of other-than-temporary impairment of investment securities; and the determination of fair value of financial instruments.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Common Share

Earnings per common share have been computed based on the following (average diluted shares outstanding are calculated using the treasury stock method):

		Three Months Ended
		March 31,
(In thousands, except per share data)		2009				2008
Net income		$	3,883			$	6,049
Less: Cumulative preferred stock dividend and accretion			637				—
Net income available to common stockholders		$	3,246			$	6,049
Average number of common shares outstanding			12,293				10,506
Less: average number of unvested stock award shares			(129	)			(120	)
Average number of basic shares outstanding			12,164				10,386
Plus: average number of dilutive unvested stock award shares			21				7
Plus: average number of dilutive shares based on stock options and warrants			62				64
Average number of diluted shares outstanding			12,247				10,457
Basic earnings per common share		$	0.27			$	0.58
Diluted earnings per common share		$	0.27			$	0.58

On October 14, 2008, the Treasury announced the Capital Purchase Program (“CPP”) under the Troubled Assets Relief Program (“TARP”), part of the Emergency Economic Stabilization Act of 2008 enacted on October 3, 2008. As a participant in the CPP, on December 19, 2008 we sold to the Treasury for an aggregate purchase price of $40 million, 4,000 shares of preferred stock warrants to purchase 226,330 shares of common stock. The warrants have an exercise price of $26.51 per share and were deemed to have a value of $14.13 per share based on U.S. GAAP allocation methodologies, and a fair value of $7.87 per share based on a Black-Scholes valuation model as of December 19, 2008 . The warrants were not dilutive to earnings per common share as of March 31, 2009.

Stock awards pertaining to 108,012 shares were anti-dilutive and were excluded from the diluted earnings per common share calculation as of March 31, 2009.

Recent accounting pronouncements

Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards (“SFAS”), Staff Positions (“FSP”), and Interpretations (“FIN”)

SFAS No. 157 Related Pronouncements

In February 2008, the FASB issued FSP SFAS No. 157-2, “Effective Date of FASB Statement No.157.” This FSP defers the effective date of SFAS No.157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to years beginning after November 15, 2008, and interim periods within those fiscal years. The adoption of this FSP on January 1, 2009 did not have a significant impact on the Company’s financial statements.

In April 2009, the FASB issued FSP SFAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. FSP SFAS No. 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP SFAS No. 157-4 emphasizes that even if there has been a significant decrease in the volume

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP SFAS No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. FSP SFAS No. 157-4 shall be applied prospectively and is not expected to have a significant impact on the Company’s financial statements.

SFAS No. 141R and Related Pronouncements

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This Statement replaces SFAS No. 141, “Business Combinations”. SFAS No. 141(R), among other things, establishes principles and requirements for how the acquirer in a business combination (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired business, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement became effective for all business combinations for which the acquisition date is on or after January 1, 2009, will change the Company’s accounting treatment for business combinations on a prospective basis, and could have a material impact on the Company’s financial statements.

FSP SFAS No. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” FSP SFAS No. 141R-1 amends the guidance in SFAS No. 141R to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies,” and FIN No. 14, “Reasonable Estimation of the Amount of a Loss.” FSP SFAS No. 141R-1 removes subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141R and requires entities to develop a systematic and rational basis for subsequently measuring and accounting for assets and liabilities arising from contingencies. FSP SFAS No. 141R-1 eliminates the requirement to disclose an estimate of the range of outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, entities are required to include only the disclosures required by SFAS No. 5. FSP SFAS No. 141R-1 also requires that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be treated as contingent consideration of the acquirer and should be initially and subsequently measured at fair value in accordance with SFAS No. 141R. FSP SFAS No. 141R-1 is effective for assets or liabilities arising from contingencies the Company acquires in business combinations occurring after January 1, 2009 and is not expected to have a material impact on the Company’s financial statements.

Other FASB Pronouncements

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51.” This Statement establishes accounting and reporting standards for non-controlling interests in a subsidiary and for the deconsolidation of a subsidiary. Minority interests will be re-characterized as non-controlling interests and classified as a component of equity. The Statement also establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary and requires expanded disclosures. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS No. 60 became effective for the Company on January 1, 2009 and did not have a significant impact on the Company’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133.” SFAS No. 161 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to amend and expand the disclosure requirements of SFAS No.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

133 to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial statements. To meet those objectives, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 became effective for the Company on January 1, 2009 and did not have a significant impact on the Company’s financial statements. Please see note 10 on derivative financial instruments and hedging activities for additional information.

In June 2008, the FASB issued FSP EITF No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method described in paragraphs 60 and 61 of FASB Statement No. 128, “Earnings Per Share”. FSP EITF No. 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period earnings per share data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings and selected financial data) to conform with the provisions of FSP EITF No. 03-6-1. Early application is not permitted. FSP EITF No. 03-6-1 became effective for the Company on January 1, 2009 and did not have an impact on the Company’s financial statements.

In April 2009, the FASB issued FSP SFAS No. 107-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP 107-1). This FSP amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. FSP SFAS No. 107-1 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is not expected to have a significant impact on the Company’s financial statements upon adoption.

FSP SFAS No.115-2 and SFAS No.124-2, “Recognition and Presentation of Other-Than-Temporary Impairments.” FSP SFAS No.115-2 and SFAS No.124-2 (i) changes existing guidance for determining whether an impairment is other than temporary with regard to debt securities and (ii) replaces the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. Under FSP SFAS No.115-2 and SFAS No.124-2, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. FSP SFAS No.115-2 and SFAS No.124-2 are effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Upon adoption, a cumulative effect adjustment will be recorded to reclassify the non-credit component of previously recognized other-than-temporary impairment from retained earnings to other comprehensive income. This FSP is not expected to have a significant impact on the Company’s financial statements.

Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”)

In April 2009, the SEC issued SAB 111 to amend Topic 5.M. in the Staff Accounting Bulletin Series entitled Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities so as to limit its scope to equity securities while deferring guidance on other than temporary impairment for debt securities to FSP SFAS No.115-2 and SFAS No.124-2. SAB 111 also reasserted the definition of “other than temporary impairment” in SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities”, and explained

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that the FASB did not intend for that term to mean ‘permanent’ impairment. SAB 111 became effective upon issuance and did not have a significant impact on the Company’s financial statements.

2.		TRADING ACCOUNT SECURITY

The Company originated a $15.0 million economic development bond that is being accounted for at fair value in accordance with SFAS No. 159’s fair value election. The security had an amortized cost of $15.0 million and a fair value of $17.6 million at March 31, 2009. As discussed further in note 10 on derivative financial instruments and hedging activities, the Company has entered into a swap contract to swap-out the fixed rate of the security in exchange for a variable rate. In accordance with the guidance of SFAS No. 159, this security is classified as a trading security. The Company does not purchase securities with the intent of selling them in the near term, thus there are no other securities in the trading portfolio at March 31, 2009.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.		SECURITIES

A summary of securities follows:

						Gross				Gross
		Amortized				Unrealized				Unrealized
(In thousands)		Cost				Gains				Losses				Fair Value
March 31, 2009
Securities available for sale
Debt securities:
Municipal bonds and obligations		$	74,907			$	1,200			$	(985	)		$	75,122
Mortgaged-backed securities			177,179				3,889				(133	)			180,935
Other bonds and obligations			22,350				135				(4,718	)			17,767
Total debt securities			274,436				5,224				(5,836	)			273,824
Equity securities:
Marketable equity securities			1,243				70				(258	)			1,055
Total securities available for sale			275,679				5,294				(6,094	)			274,879
Securities held to maturity
Municipal bonds and obligations			27,312				524				—				27,836
Mortgaged-backed securities			660				5				(2	)			663
Total securities held to maturity			27,972				529				(2	)			28,499
Total		$	303,651			$	5,823			$	(6,096	)		$	303,378
December 31, 2008
Securities available for sale
Debt securities:
Municipal bonds and obligations		$	76,843			$	401			$	(1,830	)		$	75,414
Mortgaged-backed securities			174,896				2,275				(193	)			176,978
Other bonds and obligations			24,341				170				(3,622	)			20,889
Total debt securities			276,080				2,846				(5,645	)			273,281
Equity securities:
Marketable equity securities			1,177				32				(110	)			1,099
Total securities available for sale			277,257				2,878				(5,755	)			274,380
Securities held to maturity
Municipal bonds and obligations			25,066				860				—				25,926
Mortgaged-backed securities			806				1				(4	)			803
Total securities held to maturity			25,872				861				(4	)			26,729
Total		$	303,129			$	3,739			$	(5,759	)		$	301,109

Management evaluates available for sale (“AFS”) and held to maturity (“HTM”) securities for other than-temporary-impairment (“OTTI”) at least quarterly. Securities are evaluated individually based on various factors including, (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) the intent and ability of the Company to hold the investment for a period of time sufficient to allow for any anticipated recovery of cost. Declines in the fair value of securities below their cost that are deemed to be other than temporarily impaired, are recognized through earnings as realized losses in the period in which the impairment is identified.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unrealized losses on the other bonds and obligations available for sale increased by $1.1 million to $4.7 million at March 31, 2009 as compared to December 31, 2008 primarily as a result of an increase in the credit spreads on the trust preferred securities in this portfolio and general macro-economic pressure on security prices. The Company evaluated securities individually to assess the risk of loss based on various stress scenarios and deemed the risk of loss to be unlikely. Furthermore, the Company has the intent and ability to hold these securities for a time necessary to recover its cost basis or until maturity (at which time, full payment is expected). Based on management’s review of all AFS and HTM portfolios, there were no securities deemed impaired on an other-than-temporary basis as of March 31, 2009.

4.		LOANS

Loans consist of the following:

(In thousands)		March 31, 2009				December 31, 2008
Residential mortgages 1-4 family		$	623,178			$	642,733
Construction			28,329				34,521
Total residential mortgages			651,507				677,254
Commercial mortgages Construction			132,362				129,704
Single and multifamily			66,043				69,964
Other			598,958				605,788
Total commercial mortgages			797,363				805,456
Commercial business			179,765				178,934
Consumer Auto and other			123,430				140,784
Home equity and second mortgages			217,313				204,724
Total consumer			340,743				345,508
Total loans		$	1,969,378			$	2,007,152

5.		LOAN LOSS ALLOWANCE

Activity in the allowance for loan losses is as follows:

		Three Months Ended March 31,
(In thousands)		2009				2008
Balance at beginning of year		$	22,908			$	22,116
Provision for loan losses			2,500				825
Loans charged-off			(2,643	)			(883	)
Recoveries			138				72
Balance at end of year		$	22,903			$	22,130

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.		DEPOSITS

A summary of time deposits is as follows:

(In thousands)		March 31, 2009				December 31, 2008
Time less than $100,000		$	397,692			$	391,713
Time $100,000 or more			381,963				351,663
Brokered time			2,946				2,942
Total time deposits		$	782,601			$	746,318

7.		REGULATORY CAPITAL

The Bank’s actual and required capital ratios are as follows:

										FDIC Minimum
		March 31, 2009				December 31, 2008				to be Well Capitalized
Total capital to risk weighted assets			12.2	%			12.3	%			10.0	%
Tier 1 capital to risk weighted assets			11.1				11.2				6.0
Tier 1 capital to average assets			9.1				9.3				5.0

At each date shown, Berkshire Bank met the conditions to be classified as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table above.

8.		STOCK-BASED COMPENSATION PLANS

A combined summary of activity in the Company’s stock award and stock option plans for the three months ended March 31, 2009 is presented in the following table:

		Non-vested Stock
		Awards Outstanding								Stock Options Outstanding
						Weighted-								Weighted-
						Average								Average
		Number of				Grant Date				Number of				Exercise
(Shares in thousands)		Shares				Fair Value				Shares				Price
Balance, December 31, 2008			123			$	27.40				453			$	23.00
Granted			47				23.52				—				—
Stock options exercised			—				—				(11	)			18.02
Stock awards vested			(37	)			27.78				—				—
Forfeited			(4	)			28.10				—				—
Balance, March 31, 2009			129			$	25.85				442			$	23.06

During the three months ended March 31, 2009 and 2008, proceeds from stock option exercises totaled $198 thousand and $1.0 million, respectively. During the three months ended March 31, 2009, there were 48 thousand shares issued in connection with stock option exercises and non-vested stock awards. All of these shares were issued from available treasury stock. Stock-based compensation expense totaled $397 thousand and $409

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

thousand during the three months ended March 31, 2009 and 2008, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.

9.		OPERATING SEGMENTS

The Company has two reportable operating segments, Banking and Insurance, which are delineated by the consolidated subsidiaries of Berkshire Hills Bancorp. Banking includes the activities of Berkshire Bank and its subsidiaries, which provide commercial and consumer banking services. Insurance includes the activities of Berkshire Insurance Group, which provides commercial and consumer insurance services. The only other consolidated financial activity of the Company is the Parent, which consists of the transactions of Berkshire Hills Bancorp. Management fees for corporate services provided by the Bank to Berkshire Insurance Group and the Parent are eliminated.

The accounting policies of each reportable segment are the same as those of the Company. The Insurance segment and the Parent reimburse the Bank for administrative services provided to them. Income tax expense for the individual segments is calculated based on the activity of the segments, and the Parent records the tax expense or benefit necessary to reconcile to the consolidated total. The Parent does not allocate capital costs. Average assets include securities available-for-sale based on amortized cost.

A summary of the Company’s operating segments was as follows:

																		Total
(In thousands)		Banking				Insurance				Parent				Eliminations				Consolidated
Three months ended March 31, 2009
Net interest income		$	18,008			$	—			$	(197	)		$	(100	)		$	17,711
Provision for loan losses			2,500				—				—				—				2,500
Non-interest income			4,093				4,578				1				—				8,672
Non-interest expense			15,788				2,459				112				94				18,453
Income (loss) before income taxes			3,813				2,119				(308	)			(194	)			5,430
Income tax expense (benefit)			884				870				(126	)			(81	)			1,547
Net income (loss)		$	2,929			$	1,249			$	(182	)		$	(113	)		$	3,883
Average assets (in millions)		$	2,638			$	32			$	400			$	(396	)		$	2,674

																		Total
(In thousands)		Banking				Insurance				Parent				Eliminations				Consolidated
Three months ended March 31, 2008
Net interest income		$	18,902			$	—			$	2,492			$	(3,100	)		$	18,294
Provision for loan losses			825				—				—				—				825
Non-interest income			4,314				5,156				3,391				(3,389	)			9,472
Non-interest expense			15,405				2,494				175				—				18,074
Income (loss) before income taxes			6,986				2,662				5,708				(6,489	)			8,867
Income tax expense (benefit)			2,097				1,062				(341	)			—				2,818
Net income (loss)		$	4,889			$	1,600			$	6,049			$	(6,489	)		$	6,049
Average assets (in millions)		$	2,466			$	32			$	340			$	(338	)		$	2,500
																			.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.		DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As part of the Company’s risk management strategy, the Company enters into interest rate swap agreements to mitigate the interest rate risk inherent in certain of the Company’s assets and liabilities. As of March 31, 2009, the Company held interest rate swaps with a total notional value of $310.3 million. Of this total, interest rate swaps with a combined notional value of $150 million were designated as cash flow hedges as defined in Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). The remaining $160.3 million have been designated as economic hedges, which are hedges not subject to the hedge accounting rules of SFAS No. 133. At March 31, 2009, no derivatives were designated as hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative purposes.

Interest rate swap agreements involve the risk of dealing with both Bank customers and institutional derivative counterparties and their ability to meet contractual terms. The agreements are entered into with counterparties that meet established credit standards and contain master netting and collateral provisions protecting the at-risk party. The derivatives program is overseen by the Risk Management Committee of the Company’s Board of Directors. Based on adherence to the Company’s credit standards and the presence of the netting and collateral provisions, the Company believes that the credit risk inherent in these contracts was not significant at March 31, 2009.

The Company pledged collateral to derivative counterparties in the form of cash totaling $1.0 million and securities with an amortized cost of $27.9 million and a fair value of $28.3 million as of March 31, 2009. No collateral was posted from counterparties to the Company as of March 31, 2009. The Company may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.

Information about interest rate swap agreements entered into for interest rate risk management purposes at March 31, 2009, summarized by type of financial instrument the swap agreements were intended to hedge, follows:

						Weighted												Estimated
		Notional				Average				Weighted Average Rate								Fair Value
		Amount				Maturity				Received				Paid				Gain (Loss)
		(In thousands)				(In years)												(In thousands)
Cash flow hedges
Interest rate swaps on FHLBB borrowings		$	135,000				5.5				1.36	%			4.24	%		$	(14,115	)
Interest rate swaps on junior subordinated debentures			15,000				5.1				3.10				5.54				(1,070	)
Total cash flow hedges			150,000																(15,185	)
Economic hedges
Interest rate swap on industrial revenue bond			15,000				20.7				0.86				5.09				(2,431	)
Interest rate swaps on loans with commercial loan customers			72,669				7.7				2.16				4.53				(4,869	)
Reverse interest rate swaps on loans with commercial loan customers			72,669				7.7				4.53				2.16				4,657
Total economic hedges			160,338																(2,643	)
Total		$	310,338															$	(17,828	)

Cash flow hedges

The effective portion of unrealized changes in the fair value of derivatives accounted for as cash flow hedges are reported in other comprehensive income and subsequently reclassified to earnings when gains or losses are realized. Each quarter, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The ineffective portion of changes in the fair value of the derivatives is recognized directly in earnings.

The Company has entered into several interest rate swaps with an aggregate notional value of $135 million to convert the LIBOR based floating interest rates on a $135 million portfolio of Federal Home Loan Bank of

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Boston (“FHLBB”) advances to fixed rates, with the objective of fixing the Company’s monthly interest expense on these borrowings.

In April 2008, the Company entered into an interest rate swap with a notional value of $15 million to convert the floating rate interest on its junior subordinated debentures to a fixed rate of interest. The purpose of the hedge was to protect the Company from the risk of variability arising from the floating rate interest on the debentures.

Accumulated net unrealized losses on interest rate swaps hedging the FHLBB borrowings and the junior subordinated debentures totaled $14 million and $1 million, respectively, as of March 31, 2009, net of the related income tax benefit of $5.9 million and $0.4 million, and are recorded in accumulated other comprehensive loss on the Consolidated Balance Sheet.

Amounts included in the Consolidated Statements of Income and in the other comprehensive income section of the Consolidated Statements of Changes in Stockholder’s Equity related to interest rate derivatives designated as hedges of cash flows for the periods ended March 31, 2009 and March 31, 2008 were as follows:

		Three Months Ended March 31,
(In thousands)		2009				2008
Interest rate swaps on FHLBB borrowings:
Unrealized gain recognized in accumulated other comprehensive loss, gross of reclassification adjustments and taxes		$	1,828			$	—
Reclassification of realized gain from accumulated other comprehensive loss to other non-interest income for termination of swaps			(741	)			—
Reclassification of unrealized loss from accumulated other comprehensive loss to other non-interest income for hedge ineffectiveness			255				—
Net tax expense on items recognized in accumulated other comprehensive loss			(470	)
Net gain, net of reclassification adjustments and tax effects			872
Net interest expense recognized in interest expense on borrowings and junior subordinated debentures			917				—
Interest rate swaps on junior subordinated debentures:
Unrealized gain recognized in accumulated other comprehensive loss, gross of reclassification adjustments and taxes		$	101			$	—
Net tax expense on items recognized in accumulated other comprehensive loss			(35	)
Net gain, net of reclassification adjustments and tax effects			66
Net interest expense recognized in interest expense on borrowings and junior subordinated debentures			71				—

In the first quarter of 2009, Berkshire Bank initiated and subsequently terminated two interest rate swaps with notional amounts totaling $30 million that were hedging FHLBB borrowings. In reviewing the current interest rate environment, Berkshire’s asset sensitive interest rate risk profile, and Berkshire’s liquidity position, it was determined that these longer-term, fixed rate instruments were no longer necessary to manage Berkshire’s overall balance sheet profile. Gains totaling $741 thousand were generated on the termination of the swaps.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Economic hedges

In the second quarter of 2008, the Company applied the fair value option permitted under Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), to a $15.0 million economic development bond bearing a fixed rate of 5.09%. The bond is classified as a trading security. The Company simultaneously entered into an interest rate swap with a $15.0 million notional, to swap out the fixed rate of interest on the bond in exchange for a LIBOR-based floating rate. The intent of the economic hedge was to improve the Company’s asset sensitivity to changing interest rates in anticipation of favorable average floating rates of interest over the 21-year life of the bond. Unrealized gains on the economic development bond totaled $2.6 million at March 31, 2009 and were offset by unrealized losses of $2.4 million on the related interest rate swap.

In addition to the hedging activities above, the Company offers certain derivative products directly to qualified commercial borrowers. The Company economically hedges derivative transactions executed with commercial borrowers by entering into mirror-image, offsetting derivatives with third-party financial institutions. The transaction allows the Company’s customer to effectively convert a variable-rate loan to a fixed rate. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Company’s earnings. Because the derivatives have mirror-image contractual terms, the changes in fair value substantially offset through earnings. As of March 31, 2009, the unrealized gains (losses) on the interest rate swaps with customers and the reverse swaps with financial institutions totaled $4.7 million and $(4.9) million, respectively. Credit valuation adjustments arising from the difference in credit worthiness of the commercial loan and financial institution counterparties totaled $192 thousand as of March 31, 2009 and were not material to the financial statements. The interest income and expense on these mirror image swaps exactly offset each other.

Amounts included in the Consolidated Statements of Income related to economic hedges were as follows:

		Three Months Ended March 31,
(In thousands)		2009				2008
Interest rate swap on industrial revenue bond:
Net interest expense recognized in interest and dividend income on securities		$	160			$	—
Unrealized loss recognized in other non interest income			868				—
Interest rate swaps and reverse swaps on loans with commercial loan customers:
Favorable credit valuation adjustment recognized in other non interest income			8				—

11.		FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements,” for financial assets and financial liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

SFAS No. 157 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, SFAS No. 157 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

•

Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 Inputs — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

•

Level 3 Inputs — Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Fair value is based upon quoted market prices, where available. In most cases, such quoted market prices are not available, and fair value is based on inputs other than quoted prices that are market based or are derived from or corroborated by market data by correlation or other means. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

methodologies were applied to all of the Company’s financial assets and financial liabilities that are carried at fair value.

Recurring fair value measurements of financial instruments

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2009, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.

		Level 1				Level 2				Level 3				Total
(In thousands)		Inputs				Inputs				Inputs				Fair Value
Trading account security		$	—			$	—			$	17,565			$	17,565
Securities available for sale			488				273,330				1,061				274,879
Derivative assets			—				4,657				—				4,657
Derivative liabilities			—				22,485				—				22,485

Trading Security at Fair Value. The Company holds one security designated as a trading security. It is a tax advantaged economic development bond issued by the Company to a local nonprofit organization which provides wellness and health programs. The determination of the fair value for this security is determined based on a discounted cash flow methodology. Certain of the inputs to the fair value calculation are unobservable and there is little to no market activity in the security. The security meets FAS No.157’s definition of a level 3 security and has been classified as such.

Securities Available for Sale (“AFS”). AFS securities classified as Level 1 consist of publicly-traded equity securities for which the fair values can be obtained through quoted market prices in active exchange markets. AFS securities classified as Level 2 include certain agency mortgage-backed securities and investment grade-rated municipal bonds and corporate bonds. The pricing on Level 2 was primarily sourced from third party pricing services and is based on models that consider standard input factors such as dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and condition, among other things. Securities classified as Level 3 are structured securities for which fair value is based on issuer- provided financial information or which are priced based on discounted cash flow models that are dependent on unobservable inputs.

Derivative Assets and Liabilities. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2009, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the changes in Level 3 assets that were measured at fair value on a recurring basis at March 31, 2009.

		Assets
		Trading				Securities
		Account				Available
(In thousands)		Security				for Sale
Balance as of December 31, 2008		$	18,144			$	1,446
Included in earnings within other non-interest income			(579	)			—
Included in other comprehensive income			—				(385	)
Purchases, issuances and settlements			—				—
Transfers into Level 3			—				—
Balance as of March 31, 2009		$	17,565			$	1,061
Change in unrealized gains/(losses) relating to instruments still held at the reporting date		$	(579	)		$	(385	)

Non-recurring fair value measurements of financial instruments

The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain financial assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements.

Loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments also include certain impairment amounts for collateral-dependent loans calculated in accordance with SFAS No. 114 when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, real estate collateral related nonrecurring fair value measurement adjustments have generally been classified as Level 3. Estimates of fair value used for other collateral supporting commercial loans generally are based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. Impaired loans totaling $40.5 million were subject to nonrecurring fair value measurement at March 31, 2009. These loans were primarily commercial loans and these measurements were classified as Level 3. Impaired loans with a cost basis of $8.3 million were determined to require a valuation allowance, which was recorded at $1.6 million at March 31, 2009 based on estimated fair value. This allowance represents a $0.6 million increase in the provision for impaired loans for the period ended March 31, 2009.

Loans held for sale. Loans originated and held for sale are carried at the lower of aggregate cost or market value. Market value is based on committed secondary market prices, which is deemed to be a level 2 classification. Loans held for sale totaled $5.3 million at March 31, 2009. No fair value adjustments were recorded during the period ended March 31, 2009 on loans held for sale.

Capitalized mortgage loan servicing rights. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans are expected to more than adequately compensate the Company for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy. Write-downs on capitalized mortgage loan servicing rights totaled $144 thousand during the period ended March 31, 2009.

Non-financial assets and Non-financial liabilities

Other real estate owned (“OREO”). OREO results from the foreclosure process on residential or commercial loans issued by the Bank. Upon assuming the real estate, the Company records the property at the fair value of the asset less the estimated sales costs, in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Thereafter, OREO properties are recorded at the lower of cost or fair value. OREO fair values are primarily determined based on Level 3 data including sales comparables and appraisals. OREO properties totaled $370 thousand at March 31, 2009. The Company recorded write-downs totaling $127 thousand during the period ended March 31, 2009 for existing OREO properties.

Goodwill and intangibles. Goodwill is assessed for impairment periodically and impairment is recognized as necessary based on the criteria established in SFAS No. 142, Goodwill and Other Intangibles. The Company’s Goodwill balance as of March 31, 2009 was $161.7 million. No impairment was recorded on goodwill during the period ended March 31, 2009.

Other intangibles are initially recorded at fair value based on Level 3 data, such as internal appraisals and customized discounted criteria, and are amortized over their estimated lives on a straight-line or accelerated basis ranging from five to ten years. The Company assesses its intangibles for impairment periodically and recognizes impairment as necessary. The Company’s net other intangible balance as of March 31, 2009 totaled $16.8 million. This balance was primarily made up of core deposit intangibles, insurance customer relationships, and non-compete agreements assumed by the Company as part of historical acquisitions. No impairment was recorded on other intangibles during the period ended March 31, 2009.

12.		SUBSEQUENT EVENTS

 

Acquisition of CNB Financial. On April 29, 2009, the Company announced its proposed acquisition of CNB Financial Corp., the holding company for Commonwealth National Bank. CNB Financial Corp. had total assets of $295 million, total loans of $242 million and total deposits of $197 million at December 31, 2008. The Company will pay 0.3696 shares of Berkshire Hills common stock for each share of CNB Financial Corp. common stock, or approximately $19.5 million of merger consideration in the aggregate based on an assumed price of $23.00 for the Company’s stock price. The Company anticipates closing this transaction in the third quarter of 2009, subject to approval by the stockholders of CNB Financial, and other customary conditions, including regulatory approval.

Preferred Stock Repayment Application. The Company has applied to repay the preferred stock that was issued to the U.S. Department of Treasury in the fourth quarter of 2008. Such repayment is subject to approval by the Treasury Department, following consultation by the Company with the Office of Thrift Supervision. The Company expects that any such repayment would be funded by $40 million from cash on hand at the holding company as of March 31, 2009. Furthermore, the Company is also evaluating the possibility of repurchasing the warrants. However, there can be no assurance that the Company can redeem this equity or that the federal government will allow for the redemption of this preferred stock or the repurchase of the warrants.

BERKSHIRE HILLS BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company. The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this document and with Management’s Discussion and Analysis included in the 2008 Annual Report on Form 10-K. In the following discussion, income statement comparisons are against the same period of the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results for the year ending December 31, 2009 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable. Tax-equivalent adjustments are the result of increasing income from tax-advantaged securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 35% federal income tax rate.

Berkshire Hills Bancorp, Inc. is the holding company for Berkshire Bank. Established in 1846, Berkshire Bank is one of Massachusetts’ oldest and largest independent banks and the largest banking institution based in Western Massachusetts. The Bank is headquartered in Pittsfield, Massachusetts with branches serving communities throughout Western Massachusetts, Northeastern New York and Southern Vermont. The Bank is transitioning into a regional financial services company and is positioning itself as the financial institution of choice in its retail and commercial markets, delivering exceptional customer service and a broad array of competitively priced deposit, loan, insurance, wealth management and trust services, and investment products. Berkshire Hills Bancorp is also the holding company for Berkshire Insurance Group, which sells all lines of insurance (personal, commercial, employee benefits, and life insurance) in ten locations in Massachusetts and in affiliation with the branch offices of Berkshire Bank.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of Berkshire Hills Bancorp, Inc. and subsidiaries. This document may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. Although we believe that our plans, intentions and expectations, as reflected in these forward-looking statements are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or realized. Our ability to predict results or the actual effects of our plans and strategies are inherently uncertain. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth under Item 1A. — “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2008 and in Form 10-Q, and in other reports filed with the Securities and Exchange Commission. There are a number of factors, many of which are beyond our control, that could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to: general economic conditions, either nationally or locally in some or all of the areas in which we conduct our business; conditions in the securities markets or the banking industry; changes in interest rates and energy prices, which may affect our net income or future cash flows; changes in deposit flows, and in demand for deposit, loan, and investment products and other financial services in our local markets; changes in real estate values, which could impact the quality of the assets securing our loans; changes in the quality or composition of the loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; the ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames; our timely development of new and competitive products or services in a changing environment, and the acceptance of such products or services by our customers; the outcome of pending or threatened litigation or of other matters before regulatory agencies, whether currently existing or commencing in the future; changes in accounting principles, policies, practices, or guidelines; changes in legislation and regulation; operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems on which we are highly dependent; changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; war or terrorist activities; and other economic, competitive, governmental, regulatory, and geopolitical factors affecting the Company’s operations, pricing, and services. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this report. W e do not assume any obligation to revise forward-looking statements except as may be required by law.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES, AND NEW ACCOUNTING PRONOUNCEMENTS

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements in the 2008 Form 10-K. Please see those policies in conjunction with this discussion. The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

The Company considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different

estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements.

Accounting policies related to the allowance for loan losses, the valuation of deferred tax assets, the estimates related to the initial measurement of goodwill and intangible assets and subsequent impairment analyses, the determination of other than temporary impairment of investment securities, and the determination of fair value of financial instruments are considered to be critical, as these policies involve considerable subjective judgment and estimation by management. For additional information regarding critical accounting policies, refer to Note 1 — Summary of Significant Accounting Policies in the notes to consolidated financial statements and the sections captioned “Critical Accounting Policies” and “Loan Loss Allowance” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2008 Form 10-K. There have been no significant changes in the Company’s application of critical accounting policies since year-end 2008. Please refer to the note on Recent Accounting Pronouncements in Note 1 to the consolidated financial statements of this report for a detailed discussion of new accounting pronouncements. The Company performs an annual impairment test of goodwill in the fourth quarter of its fiscal year-end. As of March 31, 2009, there have been no events requiring the Company to perform an interim impairment test of goodwill.

Selected Financial Data

The following summary data is based in part on the consolidated financial statements and accompanying notes, and other information appearing elsewhere in this Form 10-Q.

		At or for the Three Months ended
		March 31,
		2009				2008
PERFORMANCE RATIOS (1)
Core return on tangible assets			0.77	%			1.24	%
Return on total assets			0.59				0.97
Core return on tangible common equity			8.54				19.52
Return on total common equity			3.52				7.38
Net interest margin, fully taxable equivalent			3.11				3.41
Core tangible non-interest income to tangible assets			1.42				1.64
Non-interest income to assets			1.32				1.52
Core tangible non-interest expense to tangible assets			2.86				2.95
Non-interest expense to assets			2.80				2.89
Efficiency ratio			65.23				60.12
GROWTH METRICS (2)
Total loans, year-to-date (annualized)			(8	)%			(2	)%
Total deposits, year-to-date (annualized)			24				12
Total net revenue, year-to-year			(5	)			19
FINANCIAL DATA (In millions)
Total assets		$	2,724			$	2,546
Total loans			1,969				1,935
Total intangible assets			179				182
Total deposits			1,938				1,880
Total stockholders’ equity			413				329
Total common stockholders’ equity			376				329
Total core income			3.9				6.0
Total net income			3.9				6.0
ASSET QUALITY RATIOS
Net charge-offs (annualized)/average loans			0.51	%			0.17	%
Non-performing assets/total assets			0.47				0.51
Loan loss allowance/total loans			1.16				1.14
Loan loss allowance/nonperforming loans			1.84	x			1.82	x
PER COMMON SHARE DATA
Core earnings, diluted		$	0.27			$	0.58
Net earnings, diluted			0.27				0.58
Tangible common book value			16.03				13.97
Total common book value			30.54				31.38
Market price at period end			22.92				25.19
Dividends			0.16				0.15
CAPITAL RATIOS
Common stockholders’ equity to total assets			13.80	%			12.91	%
Tangible common stockholders’ equity to tangible assets			7.75				6.19
Stockholders’ equity to total assets			15.15				12.91
Tangible stockholders’ equity to tangible assets			9.20				6.19

Average Balances and Average Yields/Rate

The following table presents average balances and an analysis of average rates and yields on an annualized fully taxable equivalent basis for the periods included.

		Three Months Ended March 31,
(In thousands)		2009								2008
		Average				Yield/Rate				Average				Yield/Rate
		Balance				(FTE basis)				Balance				(FTE basis)
Assets
Loans
Residential mortgages		$	675,905				5.56	%		$	659,406				5.70	%
Commercial mortgages			804,109				5.39				712,317				6.86
Commercial business loans			173,055				5.96				201,433				7.55
Consumer loans			343,296				4.64				369,659				6.58
Total loans			1,996,365				5.37				1,942,815				6.48
Securities			335,414				4.85				254,561				5.69
Short-term investments			49,966				0.17				16,498				2.24
Total earning assets			2,381,745				5.18				2,213,874				6.36
Goodwill and other intangible assets			178,711								182,895
Other assets			113,471								104,027
Total assets		$	2,673,927							$	2,500,796
Liabilities and stockholders’ equity
Deposits
NOW		$	193,038				0.40	%		$	208,275				1.09	%
Money market			462,518				1.40				466,673				2.88
Savings			213,074				0.44				210,310				0.97
Time			762,940				3.43				715,026				4.43
Total interest-bearing deposits			1,631,570				2.11				1,600,284				3.09
Borrowings and debentures			365,833				4.10				346,475				4.57
Total interest-bearing liabilities			1,997,403				2.47				1,946,759				3.35
Non-interest-bearing demand deposits			232,480								217,355
Other liabilities			32,960								7,079
Total liabilities			2,262,843								2,171,193
Total stockholders’ common equity			374,207								329,603
Total stockholders’ preferred equity			36,877								—
Total stockholders’ equity			411,084								329,603
Total liabilities and stockholders’ equity		$	2,673,927							$	2,500,796
Net interest spread							2.71	%							3.01	%
Net interest margin							3.11	%							3.41	%
Supplementary data
Total deposits		$	1,864,050							$	1,817,639
Fully taxable equivalent income adj.			566								492