1


                              FOR IMMEDIATE RELEASE


        BERKSHIRE HILLS BANCORP, INC. ANNOUNCES RECORD FOURTH QUARTER AND
                    2003 EPS; PROVIDES EPS GUIDANCE FOR 2004

               ANNUAL MEETING DATE ANNOUNCED AND DIVIDEND DECLARED

PITTSFIELD,  MA -  January  28,  2004  -  Berkshire  Hills  Bancorp,  Inc.  (the
"Company"),  (AMEX:  BHL), the holding  company for Berkshire Bank (the "Bank"),
today reported net income of $2.6 million,  or $0.45 diluted earnings per share,
for the quarter ended  December 31, 2003 as compared to $2.4 million,  or $0.43,
for the quarter  ended  September  30, 2003 and a net loss of $4.2  million,  or
$0.78,  for the quarter ended December 31, 2002. Net income totaled $9.0 million
for 2003,  as compared to $2.1 million for 2002.  Earnings per diluted share for
2003 were $1.57 compared to $0.36 for 2002.

Exclusive of net security gains and net  non-recurring  charges and using a core
effective  tax rate of 34.3%,  earnings for the quarter and year ended  December
31,  2003  would have been $2.3  million,  or $0.40 per  diluted  share and $8.6
million, or $1.51 per diluted share, respectively.  Following the fourth quarter
and  2003  highlights,  contained  elsewhere  herein,  is a table  containing  a
reconciliation  of GAAP net  income to core net income  and the  resulting  core
earnings per diluted share for the quarter and year ended December 31, 2003.

Commenting on the Company's  performance,  Michael P. Daly,  President and Chief
Executive  Officer stated, "I am pleased to report record earnings per share for
the Company for the fourth  quarter and the full year. I am proud of the efforts
of all of our employees who executed the aggressive  agenda we outlined early in
2003.  These  efforts  resulted in customer  service  initiatives  that produced
double  digit  growth in both core  deposits  and loans.  In  addition,  we were
successful in significantly  reducing expenses in 2003. I am especially  pleased
with our sound  credit  quality.  The fourth  quarter  sale of almost all of the
remaining sub-prime loans evidences our commitment to this culture.

The following chart illustrates how we have performed against goals we announced
during the second  quarter of 2003.  We expect to achieve these goals by the end
of 2005."

                                1Q2003        4Q2003         Goals
                              ---------      --------       --------------------
ROA                              0.70          0.86          Greater than 1.00
ROE                              6.06          8.49          10.00
Efficiency Ratio-               67.15%        64.44%         Less than 60.00%
exclusive of EastPoint

Mr. Daly stated further,  "Economic  conditions in the markets we serve continue
to improve,  and we are anticipating  interest rates to remain stable throughout
most of 2004. Using these assumptions,  we expect to achieve 17% to 20% earnings
growth in 2004, and therefore we are estimating,  at this time, earnings between
$1.77 and $1.81 per share on a diluted basis,  before  security  gains.  We will
also look for ways to  expand  our  franchise  in 2004,  including  non-dilutive
acquisitions."

Dividend Declared

The Board of Directors  declared a quarterly  cash  dividend of $0.12 per share,
payable on February 23, 2004 to  stockholders of record at the close of business
on February 9, 2004.

 2

Annual Meeting

The Company also announced that its 2004 Annual Meeting of Stockholders  will be
held on May 6, 2004 at the Crowne Plaza Hotel, One West Street,  Pittsfield,  MA
at 10:00 A.M.  (ET) The voting  record date has been set as March 18, 2004.  The
Company intends to distribute proxy solicitation  materials on or about April 1,
2004.

Fourth Quarter Highlights

o    Commercial loans increased $20.1 million, or 22.8% on an annualized basis,
     from September 30, 2003.

o    Core deposits increased $8.5 million, or 6.8% on an annualized basis, from
     September 30, 2003.

o    The Bank committed to securitize $55.0 million of one-to  four-family fixed
     rate  residential  mortgages,  in  an  effort  to  increase  balance  sheet
     liquidity and strategic flexibility.

o    The Bank sold $9.9 million of sub-prime automobile loans, leaving a balance
     of $1.4 million.

2003 Highlights

o    Core deposits increased $56.7 million, or 12.5%, from December 31, 2002.

o    Organic loan growth, which excludes purchases, securitizations and sales of
     loans, was $88.1 million, or an increase of 12.2%, from December 31, 2002.

o    Operating  expenses,  exclusive  of  $437,000 of  non-recurring  retirement
     benefit  charges  in 2003  and  severance  costs of $6.9  million  in 2002,
     decreased $3.1 million, or 8.0%, as compared to 2002.

o    Improved credit quality, as loan delinquencies,  non-performing  assets and
     sub-prime loans were down significantly from year-end 2002.

          Reconciliation of GAAP Net Income to Core Net Income and EPS
          ------------------------------------------------------------



                                                                                  4Q2003            FY 2003
                                                                           ----------------    ------------------
                                                                            (In thousands, except per share data)
                                                                                              
Income before income taxes-GAAP                                                     $3,690          $14,030
Plus:
Forfeiture of interest income on sale of sub-prime automobile loans                    245              245
Loss on the sale of sub-prime automobile loans                                       2,233            2,233
Loss on impairment of other assets-repossessed vehicle inventory                       206              206
Retirement benefit charge                                                                -              800
REIT interest charge                                                                     -               29


Less:
Reversal of provision for loan losses-sub-prime loans                                1,000            1,000
Gain on sale of securities, net                                                      1,564            3,077
Reversal of retirement benefit charge                                                  363              363


Income before taxes-core                                                             3,447           13,103
Less: Provision for taxes @ 34.3% (1)                                                1,182            4,494
NET INCOME-CORE                                                                     $2,265          $ 8,609

Earnings per diluted share-core                                                     $ 0.40          $  1.51
Average diluted shares outstanding                                                   5,717            5,703


(1)  Excludes  the  charge of  $243,000  for the  disallowance  of the  dividend
received deduction on the Bank's REIT

 3

Financial Condition

After purchases,  securitizations  and sales, loans increased $69.2 million from
December 31, 2002.  This growth was primarily due to a $50.4 million,  or 15.6%,
increase  in total  commercial  loans,  a $23.9  million,  or 9.9%,  increase in
residential mortgage loans and a $5.1 million, or 12.5%, increase in home equity
loans,  partially  offset by the sale of $9.9  million of  sub-prime  automobile
loans in December  2003.  Loans  declined $8.1 million from  September 30, 2003,
primarily due to the sale of sub-prime  automobile loans, the  securitization of
$16.3 million of one-to  four-family  fixed rate  residential  mortgages and the
sale of $6.0 million of one-to  four-family  fixed rate  residential  mortgages,
partially  offset by a $20.1  million  increase  in total  commercial  loans and
organic growth of $3.0 million in residential  mortgages.  Residential  mortgage
loans  were sold or  securitized  as part of a strategy  to  enhance  the Bank's
ability  to  deal  with  a  volatile  and   potentially   rising  interest  rate
environment.  An  additional  $38.7  million  of one-to  four-family  fixed rate
residential mortgages were committed to be securitized in January 2004.

Securities  available for sale increased  $134.3 million from December 31, 2002,
with $64.0  million of this increase  occurring  since  September 30, 2003.  The
fourth  quarter  increase  includes  the $16.3  million  of  securitized  loans.
Security  purchases  were made to take advantage of a steep yield curve and were
primarily in mortgage-backed securities with durations averaging 3.5 years.

Earning  assets  were  funded by  increases  in deposits  and  borrowings.  Core
deposits,  represented by demand,  NOW, savings and money market accounts,  were
$508.9  million at December 31, 2003,  an increase of $56.7  million,  or 12.5%,
from December 31, 2002, and an increase of $8.5 million, or 1.7%, from September
30, 2003. Certificates of deposit decreased $8.8 million, or 2.7%, from December
31, 2002 and $6.1 million, or 1.9%, from September 30, 2003 due primarily to the
relative cost  advantage of  borrowings.  Borrowings  from the Federal Home Loan
Bank  increased  $60.1 million from  September 30, 2003 and $118.5  million from
December 31, 2002.

The Company's tangible book value per share at December 31, 2003,  September 30,
2003, and December 31, 2002 was $19.13, $18.71 and $18.00, respectively.

Asset Quality

Non-performing  loans were $3.2  million at  December  31,  2003,  a decrease of
$452,000 from  September 30, 2003,  and a decrease of $542,000 from December 31,
2002. The Bank held no foreclosed real estate at December 31, 2003 and September
30, 2003 compared to $1.5 million at December 31, 2002.

Sub-prime automobile loans totaled $1.4 million at December 31, 2003, a decrease
of $11.6  million from  September  30, 2003 and a decrease of $18.2 million from
December 31, 2002, as the Bank sold $9.9 million of sub-prime  automobile  loans
in December 2003,  accelerating its strategy of exiting the sub-prime automobile
loan business.

The  ratio  of loans  delinquent  30 days or more to total  loans  was  0.67% at
December 31,  2003,  as compared to 0.98% at  September  30, 2003,  and 1.40% at
December 31, 2002. The improvement in the  delinquency  ratio from September 30,
2003 was  primarily in total  commercial  loans,  which  declined  from 1.22% to
0.69%, and consumer loans, which declined from 2.20% to 1.59%.
 4

The allowance for loan losses totaled $9.0 million,  representing 1.13% of total
loans at December 31, 2003,  compared to $10.1 million, or 1.26%, of total loans
at September 30, 2003, and $10.3 million,  or 1.43%,  of total loans at December
31, 2002.  The decline in the allowance was consistent  with  improvement in the
Company's  credit risk profile and asset quality,  particularly in consideration
of the significant reduction in sub-prime automobile loans.

Results of Operations

Net interest income was $9.7 million for the fourth quarter of 2003,  increasing
$435,000 and  $742,000  compared to the quarters  ended  September  30, 2003 and
December 31, 2002, respectively. The Company's net interest margin was 3.42% for
the fourth  quarter of 2003  compared to 3.51% for the third quarter of 2003 and
3.59% for the fourth  quarter of 2002.  Exclusive of the  forfeiture of $245,000
and $758,000 of interest income resulting from the sale of sub-prime  automobile
loans in the fourth quarters of 2003 and 2002,  respectively,  the Company's net
interest  margin was 3.50% and  3.89%,  respectively.  This  decline of 39 basis
points was primarily  attributed to reinvestment of cash flows from the maturity
and prepayment of loans and securities at lower yields,  as well as the increase
in securities, which typically have a lower yield than loans.

The sale of $9.9 million of sub-prime  automobile loans in the fourth quarter of
2003  resulted  in the  reversal of  approximately  $1.0  million of  previously
provided loan loss  provision.  This reversal  resulted in a net credit for loan
losses of  $225,000  for the fourth  quarter  of 2003.  The  $225,000  credit is
$800,000 less than the provision of $575,000 for the quarter ended September 30,
2003 and $2.5  million  less  than the $2.3  million  provision  for the  fourth
quarter in 2002.  Net loan  charge-offs  totaled  $903,000 for the quarter ended
December 31, 2003, compared to $760,000 for the quarter ended September 30, 2003
and $2.7  million for the quarter  ended  December  31,  2002.  Net  charge-offs
consisted primarily of automobile loans.

Non-interest  income was $2.5 million for the quarter ended December 31, 2003, a
$1.1 million, or 31.4%, decrease compared to non-interest income for the quarter
ended  September 30, 2003 and a $1.8  million,  or 42.4%,  decrease  compared to
non-interest  income of $4.3  million for the quarter  ended  December 31, 2002.
However, excluding certain non-recurring items and license maintenance and sales
fees  attributed to EastPoint  Technologies,  LLC, the Company's  majority-owned
data  processing  subsidiary  ("EastPoint"),  occurring  in each of the quarters
ended December 31, 2003,  September 30, 2003 and December 31, 2002 (all of which
are itemized in the table below),  non-interest  income was $1.6 million for the
quarter ended  December 31, 2003,  $1.6 million for the quarter ended  September
30, 2003 and $1.1 million for the quarter ended December 31, 2002. This increase
in non-interest  income compared to the fourth quarter of 2002 was primarily the
result of increases in trust  department  fees and income earned on increases in
cash surrender value of life insurance policies.

License  maintenance and processing fees and license sales and other fees, which
represent  revenue from  EastPoint,  totaled  $1.8 million in the quarter  ended
December  31, 2003,  increasing  $73,000  compared to the  previous  quarter and
$55,000  as  compared  to the same  quarter  in 2002.  Associated  expenses  for
EastPoint,  which are  recorded  in various  expense  categories,  totaled  $1.9
million, net of minority interests,  for the quarter ended December 31, 2003, an
increase of $92,000  compared to the previous quarter and a decrease of $457,000
as compared to the same quarter in 2002.

Non-interest expense was $8.8 million for the quarter ended December 31, 2003, a
$178,000,  or 2.1%,  increase  compared to non-interest  expense for the quarter
ended  September 30, 2003 and a $9.0  million,  or 50.6%,  decrease  compared to
non-interest  expense of $17.7 million for the quarter ended  December 31, 2002.
However,  excluding  certain  non-recurring  items and expenses  attributable to
EastPoint  occurring  in  each of the  quarters  ended  December  31,  2003  and
September  30, 2003 (all of which are  itemized in the table  below),  operating
expenses  totaled  $7.2 million for the fourth  quarter of 2003,  an increase of

 5

$449,000,  or 6.6%,  compared to the third  quarter of 2003.  This  increase was
primarily attributed to additional marketing and consulting services.  Exclusive
of the  non-recurring  items and  EastPoint  expenses  occurring  in each of the
quarters  ended  December  31,  2003 and  December  31,  2002  (all of which are
itemized in the table below),  non-interest  expenses for the fourth  quarter of
2003 declined $1.3 million,  or 15.2%,  compared to the fourth  quarter of 2002.
The majority of this decline resulted from a $1.1 million decrease in foreclosed
real  estate  and other loan  expenses,  most of which was  associated  with the
Bank's  automobile  repossession  and sales  activity that was attributed to the
sale of $69.7 million in sub-prime automobile loans in December 2002.

The following tables contain a reconciliation  of GAAP  non-interest  income and
non-interest  expense  to what  the  Company  believes  to be core or  operating
non-interest  income and  expense  and also shows core  non-interest  income and
expense minus EastPoint:




                                                                4Q2003            3Q2003             4Q2002
                                                              ---------         ----------          ---------
                                                                              (In thousands)
                                                                                            
Non-interest income-GAAP                                        $2,494            $3,633             $ 4,328
Plus:
  Loss on the sale of sub-prime automobile loans                 2,233                 -              10,702
  Loss on impairment of other assets-repossessed                   206                 -               1,262
  vehicle inventory
  Penalty on the prepayment of FHLB borrowings                       -                 -               1,067
  Loss on impairment of securities                                   -                 -                 326
Less:
  Gain on sale of securities, net                                1,564               356              14,833
NON-INTEREST INCOME-CORE                                        $3,369            $3,277             $ 2,852
Less:
   EastPoint license maintenance and sales fees                  1,794             1,721               1,739


NON-INTEREST INCOME-CORE LESS EASTPOINT                         $1,575            $1,556             $ 1,113



                                                                4Q2003            3Q2003             4Q2002
                                                              ---------         ----------          ---------
                                                                              (In thousands)
Non-interest expense-GAAP                                       $8,773            $8,595             $17,745
Plus:
  Reversal of retirement benefit charge                            363                 -                   -
Less:
  Severance costs                                                    -                 -               6,860
NON-INTEREST EXPENSE-CORE                                       $9,136            $8,595             $10,885
Less:
  EastPoint expense net of minority interest                     1,906             1,814               2,363

NON-INTEREST EXPENSE-CORE LESS EASTPOINT                        $7,230            $6,781             $ 8,522



The Company's  effective  tax rate was 29.8% for the quarter ended  December 31,
2003,  decreasing  the  effective  tax  rate for the year to  36.1%.  The  lower
effective  tax rate in the  current  quarter  was due in part to an  increase in
securities purchased in the Bank's subsidiary securities corporations, which are
taxed at a lower rate.  The Company  expects that its effective tax rate will be
approximately 34% in 2004.

Michael P. Daly,  President and Chief Executive  Officer and Wayne F. Patenaude,
Senior  Vice  President,  Treasurer  and Chief  Financial  Officer,  will host a
conference  call at  10:00  A.M.  (ET)  on  Thursday,

 6

January 29, 2004. This conference call will include forward-looking  information
and may  include  other  material  information.  Persons  wishing  to access the
conference  call may do so by  dialing  1-800-500-0177,  and using  access  code
685172.  Materials  related to the topics to be discussed in the conference call
will be available  on the Bank's  website,  www.berkshirebank.com,  beginning at
                                            ---------------------
approximately 8:30 A.M. (ET) on January 29, 2004. Replays of the conference call
will be available  beginning January 29, 2004 at 5:00 P.M. (ET) through February
6, 2004 at 11:00 P.M.  (ET) by dialing  1-888-203-1112  and,  using  access code
685172.  If you have  difficulty  accessing  the material,  please  contact Rose
Borotto at 413-236-3144.

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 is the  largest  banking  institution  based in  Western
Massachusetts.  The Bank is headquartered in Pittsfield,  Massachusetts  with 11
branch offices serving  communities  throughout  Berkshire  County.  The Bank is
committed  to  continuing  to  operate  as  an  independent   bank,   delivering
exceptional  customer service and a broad array of  competitively  priced retail
and commercial products to its customers.

Statements  contained in this news release  contain  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
These statements are based on the beliefs and expectations of management as well
as the assumptions  made using  information  currently  available to management.
Since these statements reflect the views of management concerning future events,
these statements involve risks,  uncertainties and assumptions.  These risks and
uncertainties include among others: changes in market interest rates and general
and regional economic conditions; changes in government regulations;  changes in
accounting principles; and the quality or composition of the loan and investment
portfolios  and other factors that may be described in the  Company's  quarterly
reports on Form 10-Q for the quarters  ended March 31, June 30 and  September 30
and in its annual  report on Form  10-K,  each  filed  with the  Securities  and
Exchange  Commission,  which  are  available  at  the  Securities  and  Exchange
Commission's  internet  website  (www.sec.gov)  and to which reference is hereby
                                  -----------
made.  Therefore,  actual future results may differ  significantly  from results
discussed in these forward-looking statements.

News Contact:   Wayne F. Patenaude
                Senior Vice President, Treasurer
                and Chief Financial Officer
                413-236-3195

 7

                 BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------



                                                                                                       Unaudited
                                                                                                          At
                                                                                ----------------------------------------------------
                                                                                 December 31,       September 30,       December 31,
                                                                                     2003               2003               2002
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    (In thousands)
                                                                                                                
ASSETS:
   Cash and due from banks                                                        $    15,583         $   17,803         $   17,258
   Short term investments                                                               1,859              9,262             43,397
                                                                                 -------------      -------------      -------------
        Total cash and cash equivalents                                                17,442             27,065             60,655
    Securities available for sale, at fair value                                      307,425            243,451            173,169
    Securities held to maturity, at amortized cost                                     36,903             41,380             44,267
    Federal Home Loan Bank stock, at cost                                              12,923             11,416              7,440
    Savings Bank Life Insurance stock, at cost                                          2,043              2,043              2,043
    Loans                                                                             792,227            800,280            723,022
    Allowance for loan losses                                                          (8,969)           (10,097)           (10,308)
                                                                                 -------------      -------------      -------------
             Net loans                                                                783,258            790,183            712,714
    Premises and equipment, net                                                        12,626             12,816             13,267
    Foreclosed real estate, net                                                             -                  -              1,500
    Accrued interest receivable                                                         5,080              5,096              5,125
    Goodwill and other intangibles (1)                                                 10,233             10,284             10,436
    Net deferred tax assets                                                             1,894              2,843              2,185
    Bank owned life insurance                                                           7,721              7,626                  -
    Due from Broker                                                                     7,089                  -                  -
    Other assets                                                                       14,080             13,703             13,315
                                                                                 -------------      -------------      -------------
             TOTAL ASSETS                                                         $ 1,218,717        $ 1,167,906        $ 1,046,116
                                                                                 =============      =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY:
    Deposits                                                                      $   830,244        $   827,782        $   782,360
    Federal Home Loan Bank advances                                                   251,465            191,318            133,002
    Securities sold under agreements to repurchase                                          -                  -                700
    Loans sold with recourse                                                              473                598              1,201
    Due to broker                                                                       5,646             20,019                  -
    Accrued expenses and other liabilities (1)                                          5,462              5,632              5,846
                                                                                 -------------      -------------      -------------
             Total liabilities                                                      1,093,290          1,045,349            923,109
                                                                                 -------------      -------------      -------------
    Minority interests                                                                  2,252              2,300              2,438
                                                                                 -------------      -------------      -------------
    Stockholders' Equity:
         Preferred stock ($.01 par value; 1,000,000 shares                                  -                  -                  -
          authorized; none issued or outstanding)
         Common stock ($.01 par value; 26,000,000 shares
          authorized; shares issued: 7,673,761 at December 31, 2003,
          September 30, 2003 and December 31, 2002;
          shares outstanding: 5,903,082 at December 31, 2003, 5,878,920
          at September 30, 2003 and 6,117,134 at December 31, 2002)                        77                 77                 77
    Additional paid-in capital                                                         75,764             75,605             74,632
    Unearned compensation                                                              (8,507)            (8,892)            (9,535)
    Retained earnings (1)                                                              86,276             84,362             80,011
    Accumulated other comprehensive income                                              5,559              5,427              5,542
    Treasury stock at cost (1,770,679 shares at December 31, 2003,
         1,794,841 at September 30, 2003 and 1,556,627 shares
         at December 31, 2002)                                                        (35,994)           (36,322)           (30,158)
                                                                                 -------------      -------------      -------------
        Total stockholders' equity                                                    123,175            120,257            120,569
                                                                                 -------------      -------------      -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                          $ 1,218,717        $ 1,167,906        $ 1,046,116
                                                                                 =============      =============      =============

(1) For the period ended December 2002, the information reflects the adoption of SFAS 147.
    The impact resulted in increases to goodwill of $497,000, deferred taxes of $169,000, and $328,000 to retained earnings.




 8





                                   BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                            Unaudited
                                                                       Three Months Ended                Twelve Months Ended
                                                                -------------------------------     --------------------------------
                                                                   December 31,      December 31,     December 31,     December 31,
                                                                        2003              2002             2003             2002
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                      (In thousands, except per share data)
                                                                                                       
INTEREST AND DIVIDEND INCOME:
    Bond interest                                               $        2,761   $         1,467  $         7,560  $         5,407
    Stock dividends                                                        209               324              956            1,355
    Short-term investment interest                                           6               130              109              456
    Loan interest                                                       11,434            12,628           47,683           56,910
                                                                --------------   ---------------  ---------------  -----------------
        TOTAL INTEREST AND DIVIDEND INCOME                              14,410            14,549           56,308           64,128
                                                                --------------   ---------------  ---------------  -----------------

INTEREST EXPENSE:
    Interest on deposits                                                 3,148             4,221           13,862           17,777
    Interest on FHLB advances and other borrowings                       1,518             1,326            4,880            5,651
                                                                --------------   ---------------  ---------------  -----------------
         TOTAL INTEREST EXPENSE                                          4,666             5,547           18,742           23,428
                                                                --------------   ---------------  ---------------  -----------------
         NET INTEREST INCOME                                             9,744             9,002           37,566           40,700
PROVISION (CREDIT) FOR LOAN LOSSES                                        (225)            2,305            1,460            6,180
                                                                --------------   ---------------  ---------------  -----------------
   NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES          9,969             6,697           36,106           34,520
                                                                --------------   ---------------  ---------------  -----------------

NON-INTEREST INCOME:
    Customer service fees                                                  557               567            2,300            2,140
    Trust Department fees                                                  527               431            2,090            1,796
    Loan fees                                                               49                46              386              533
    Gain on sale of securities, net                                      1,564            14,833            3,077           15,143
    Loss on impairment of securities                                         -              (326)               -             (673)
    Loss on sales of loans, net                                         (2,094)          (10,702)          (1,854)         (10,702)
    Loss on impairment of other assets                                    (206)           (1,262)            (206)          (1,262)
    Penalty on prepayment of FHLB borrowings                                 -            (1,067)               -           (1,067)
    License maintenance and processing fees                              1,106             1,111            4,443            4,379
    License sales and other fees                                           688               628            2,819            2,612
    Other  income                                                          303                69              655              519
                                                                --------------   ---------------  ---------------  -----------------
         TOTAL NON-INTEREST INCOME                                       2,494             4,328           13,710           13,418
                                                                --------------   ---------------  ---------------  -----------------
NON-INTEREST EXPENSE:
    Salaries and benefits                                                4,839            12,227           21,219           28,488
    Occupancy and equipment                                              1,251             1,356            5,045            5,288
    Marketing and advertising                                              299               259              678              648
    Data processing                                                        246               264              989              758
    Professional services                                                  545               442            1,379            1,384
    Office supplies                                                        170               238              695              769
    Foreclosed real estate and other loans, net                            307             1,429            1,047            3,250
    Amortization of other intangibles (1)                                   51                51              203              203
    Minority interests                                                     (47)             (385)            (185)            (685)
    Other expenses                                                       1,112             1,864            4,716            5,207
                                                                --------------   ---------------  ---------------  -----------------
         TOTAL NON-INTEREST EXPENSE                                      8,773            17,745           35,786           45,310
                                                                --------------   ---------------  ---------------  -----------------
         INCOME (LOSS) BEFORE INCOME TAXES                               3,690            (6,720)          14,030            2,628
    Provision for income taxes (1)                                       1,099            (2,512)           5,065              531
                                                                --------------   ---------------  ---------------  -----------------
         NET INCOME (LOSS)                                      $        2,591     $      (4,208)   $       8,965    $       2,097
                                                                ==============   ===============  ===============  =================

Earnings (Loss) per share:
    Basic                                                       $         0.50     $       (0.78)   $        1.70    $        0.39
    Diluted                                                     $         0.45     $       (0.78)   $        1.57    $        0.36
Weighted average shares outstanding:
    Basic                                                                5,222             5,370            5,266            5,435
    Diluted                                                              5,717             5,370            5,703            5,881


(1) For the quarter and twelve months ended December 31, 2002,  the  information
    reflects the adoption of SFAS 147.  The impact for the quarter, and every
    quarter in 2002, resulted in a decrease of $124,000 in amortization expense,
    and an increase of $42,000 in the provision for income taxes.


 9

                  BERKSHIRE HILLS BANCORP, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------




                                                                                               Unaudited
                                                                                            Quarters Ended
                                                             -----------------------------------------------------------------------
                                                              Dec. 31,        Sept. 30,      June 30,       Mar. 31,        Dec. 31,
                                                               2003            2003           2003           2003            2002
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                          (In thousands, except per share data)
                                                                                                            
INTEREST AND DIVIDEND INCOME:
    Residential mortgage                                      $  3,793         $ 4,099        $ 4,564        $ 4,030       $  3,896
    Commercial real estate                                       2,969           2,760          2,627          2,607          2,521
    Commercial                                                   2,312           2,401          2,474          2,544          2,559
    Indirect auto loans                                          1,665           1,945          1,836          1,920          2,686
    Other consumer                                                 695             703            859            880            966
                                                              --------         -------        --------       -------        --------
        Total interest on loans                                 11,434          11,908         12,360         11,981         12,628
    Securities                                                   2,905           1,886          1,706          1,770          1,721
    Federal Home Loan Bank                                          65              59             59             66             70
    Short-term investments                                           6               5             14             84            130
                                                              --------         -------        --------       -------        --------
        TOTAL INTEREST AND DIVIDEND INCOME                      14,410          13,858         14,139         13,901         14,549
                                                              --------         -------        --------       -------        --------
INTEREST EXPENSE:
    Interest on deposits                                         3,148           3,343          3,613          3,758          4,221
    Interest on FHLB advances and other borrowings               1,518           1,206          1,093          1,063          1,326
                                                              --------         -------        --------       -------        --------
         TOTAL INTEREST EXPENSE                                  4,666           4,549          4,706          4,821          5,547
                                                              --------         -------        --------       -------        --------
         NET INTEREST INCOME                                     9,744           9,309          9,433          9,080          9,002
PROVISION (CREDIT) FOR LOAN LOSSES                                (225)            575            785            325          2,305
                                                              --------         -------        --------       -------        --------
   NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES  9,969           8,734          8,648          8,755          6,697
                                                              --------         -------        --------       -------        --------
NON-INTEREST INCOME:
    Customer service fees                                          557             568            619            556            567
    Trust Department fees                                          527             573            554            436            431
    Loan fees                                                       49             142            147             48             46
    Gain on sale of securities, net                              1,564             356            317            840         14,507
    License maintenance and sales fees                           1,794           1,721          2,126          1,621          1,739
    Net loan sales (losses)gains, net                           (2,094)            102            138              -        (10,702)
    Loss on impairment of other assets                            (206)              -              -              -         (1,262)
    Penalty on prepayment of FHLB borrowings                         -               -              -              -         (1,067)
    Other non-interest income                                      303             171            121             60             69
                                                              --------         -------        --------       -------        --------
         TOTAL NON-INTEREST INCOME                               2,494           3,633          4,022          3,561          4,328
                                                              --------         -------        --------       -------        --------
NON-INTEREST EXPENSE:
    Salaries and benefits                                        4,839           5,132          5,962          5,286         12,227
    Occupancy and equipment                                      1,251           1,191          1,222          1,381          1,356
    Professional and outside service fees                          545             292            294            248            442
    Marketing and advertising                                      299             137            139            103            259
    Data processing                                                246             283            239            221            264
    Foreclosed real estate and other loans, net                    307             333            286            121          1,429
    Amortization of other intangibles                               51              51             51             51             51
    Interest from disallowance of REIT                               -               -            (15)            44              -
    Other non-interest expense                                   1,235           1,176          1,589          1,196          1,717
                                                              --------         -------        --------       -------        --------
         TOTAL NON-INTEREST EXPENSE                              8,773           8,595          9,767          8,651         17,745
                                                              --------         -------        --------       -------        --------
         INCOME (LOSS) BEFORE INCOME TAXES                       3,690           3,772          2,903          3,665         (6,720)
Income tax effect resulting from REIT disallowance                   -               -           (244)           487              -
Provision (credit) for income taxes                              1,099           1,358          1,009          1,356         (2,512)
                                                              --------         -------        --------       -------        --------
         NET INCOME (LOSS)                                    $  2,591         $ 2,414        $ 2,138        $ 1,822       $ (4,208)
                                                              ========         =======        ========       =======       =========
Basic earnings (Loss) per share                               $   0.50         $  0.46        $  0.40        $  0.34       $  (0.78)
Diluted earnings (Loss) per share                             $   0.45         $  0.43        $  0.38        $  0.32       $  (0.78)
Average shares:
Basic                                                            5,222           5,196          5,291          5,357          5,370
Diluted                                                          5,717           5,655          5,687          5,731          5,370





 10




                                            BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
- -----------------------------------------------------------------------------------------------------------------------------------

                                                                                              Unaudited
                                                                                      At or For the Period Ended
- -----------------------------------------------------------------------------------------------------------------------------------
                                                               Dec. 31,         Sept. 30    June 30,        Mar. 31,      Dec. 31,
NON-PERFORMING ASSETS                                            2003              2003       2003           2003           2002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                          (In thousands)

                                                                                                          
Non-accrual loans:
    Residential mortgage                                      $    348       $    221      $    213       $    220       $    230
    Commercial real estate                                         496            154           165            167              -
    Commercial                                                   1,887          2,578         2,490          2,641          2,850
    Indirect automobile loans                                      451            696           710            706            593
    Other consumer                                                  17              2            10            148             68
                                                             ---------      ---------      --------       --------       --------
        Total non-accrual loans                               $  3,199       $  3,651      $  3,588       $  3,882       $  3,741
Real estate owned ("REO"), net of allowance for losses               -              -             -              -          1,500
        Total non-performing assets                           $  3,199       $  3,651      $  3,588       $  3,882       $  5,241
Non-performing loans as a percentage of total loans              0.40%          0.46%         0.44%          0.49%          0.52%
Non-performing assets as a percentage of total loans
   and REO                                                       0.40%          0.46%         0.44%          0.49%          0.72%
Non-performing assets to total assets                            0.26%          0.31%         0.32%          0.37%          0.50%
Allowance for loan losses as a percentage of
   non-performing loans                                        280.37%        276.55%       286.57%        266.59%        275.54%
Allowance for loan losses as a percentage of total loans         1.13%          1.26%         1.25%          1.31%          1.43%
Net charge-offs as a percentage of total loans                   0.11%          0.09%         0.10%          0.04%          0.37%

- -----------------------------------------------------------------------------------------------------------------------------------
PROVISION (CREDIT) AND ALLOWANCE FOR LOAN LOSSES
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at beginning of period                                $ 10,097       $ 10,282      $ 10,349       $ 10,308       $ 10,676
Charge-offs                                                     (1,074)        (1,015)       (1,164)        (1,111)        (3,174)
Recoveries                                                         171            255           312            827            501
                                                             ---------      ---------     ---------      ---------      ---------
Net loan charge-offs                                              (903)          (760)         (852)          (284)        (2,673)
Provision (credit) for loan losses                                (225)           575           785            325          2,305
                                                             ---------      ---------     ---------      ---------      ---------

Balance at end of period                                      $  8,969       $ 10,097      $ 10,282       $ 10,349       $ 10,308
                                                             =========      =========     =========      =========      =========

- -----------------------------------------------------------------------------------------------------------------------------------
NET LOAN (CHARGE-OFFS) RECOVERIES
- -----------------------------------------------------------------------------------------------------------------------------------
Residential mortgage                                          $      -       $      -      $      -       $      -       $      -
Commercial real estate                                               -              -             -              -              -
Commercial loans                                                  (110)            21           (26)           399           (196)
Consumer loans (1)                                                (793)          (781)         (826)          (683)        (2,477)
                                                             ---------      ---------     ---------      ---------      ---------
         Total                                                $   (903)      $   (760)     $   (852)      $   (284)      $ (2,673)
                                                             =========      =========     =========      =========      =========
- -----------------------------------------------------------------------------------------------------------------------------------
SUB-PRIME LOANS
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at end of period                                      $  1,393       $ 13,006      $ 15,128       $ 17,238       $ 19,573
Allowance for sub-prime loans/Total sub-prime loans             44.94%         15.75%        15.79%         16.01%         15.83%

- -----------------------------------------------------------------------------------------------------------------------------------
AVERAGE FICO SCORES CONSUMER LOANS (1)                             691            674           670            666            665
- -----------------------------------------------------------------------------------------------------------------------------------

(1) Consists primarily of automobile loans




 11





                                 BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
                                               SELECTED FINANCIAL RATIOS
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                    Unaudited
                                                                          At or for the three months ended

                                                        Dec 31,        Sept 30,      June 30,         March 31,     Dec 31,
                                                         2003            2003          2003            2003           2002
                                                         ----            ----          ----            ----           ----
                                                                        (In thousands, except per share data)


                                                                                                        
Performance Ratios (1):
   Return (loss) on average assets                         0.86%           0.86%         0.80%           0.70%         (1.44%)
   Return (loss) on average stockholders' equity           8.49%           8.10%         7.16%           6.06%        (11.84%)
   Return (loss) on average tangible stockholders' equity  9.27%           8.87%         7.85%           6.33%        (12.87%)
   Net interest margin                                     3.42% (2)       3.51%         3.73%           3.67%          3.59% (2)
   Non-interest income to average assets                   0.83% (3)       1.29% (4)     1.50% (4)       1.36% (4)      1.61% (5)
   Non-interest expense to average  assets                 2.91% (6)       3.05%         3.64% (7)       3.31% (8)      6.60% (9)
   Average earning assets to average assets               94.28%          94.14%        95.09%          94.67%         94.88%
   Efficiency ratio (10)                                  68.40% (11)     68.29%        68.37% (12)     73.68% (13)    91.49% (14)
Capital ratios
   Stockholders' equity to total assets                   10.11%          10.30%        10.57%          11.20%         11.53%
   Tier I capital to average adjusted assets               8.97%           9.36%         9.66%          10.00%         10.30%
   Tier I capital to risk weighted assets                 12.60%          12.51%        12.06%          13.02%         13.45%
   Total capital to risk weighted assets                  14.10%          14.16%        13.75%          14.67%         15.19%
Other data
   Book value per share                                  $ 20.86         $ 20.46      $ 20.14          $ 19.80        $ 19.71
   Tangible book value per share                         $ 19.13         $ 18.71      $ 18.38          $ 18.07        $ 18.00
   Stock price:
        High                                             $ 37.40         $ 33.90       $ 28.40         $ 24.00        $ 25.25
        Low                                              $ 33.55         $ 28.10       $ 23.10         $ 21.86        $ 22.94
        Close                                            $ 36.20         $ 33.69       $ 28.40         $ 23.00        $ 23.55

  (1) Ratios are annualized for each of the quarters.
  (2) Excluding the forfeiture of $245,000 and $758,000 in interest income upon the sale of sub-prime automobile loans in December
      2003 and December 2002, respectively, the net interest margin would have been 3.50% and 3.89%, respectively.
  (3) Excluding the gain on sale of securities of $1.6 million, the $2.2 million loss on the sale of sub-prime automobile loans,
      and the loss of $206,000 on the impairment of other assets - repossessed vehicle inventory, the ratio would have been 1.12%.
  (4) Excluding  the gain on the sale of securities of $356,000, $317,000 and $804,000 in quarters ended September 2003, June
      2003 and March 2003, respectively, the ratios would have been 1.16%, 1.38% and 1.04%, respectively.
  (5) Excluding the gain on the sale of securities of $14.8 million, the loss on the sale of sub-prime automobile loans of $10.7
      million, the loss on the impairment of other assets - repossessed vehicle inventory of $1.3 million, the penalty on the
      pre-payment of FHLB borrowings of $1.1 million and the impairment of securities of $326,000, the ratio would have been 1.06%.
  (6) Excluding $363,000 representing the partial reversal of an $800,000 retirement benefit charge that was recorded in the second
      quarter of 2003, the ratio would have been 3.21%.
  (7) Excluding the retirement benefit charges of $800,000 and $15,000 representing the partial reversal of a $44,000 interest
      charge associated with the disallowance of the dividend received deduction from the Bank's REIT that was recorded in the
      first quarter of 2003, the ratio would have been 3.36%.
  (8) Excluding the $44,000 interest charge associated with the disallowance of the Bank's dividend received deduction received
      from the Bank's REIT, the ratio would have been 3.30%.
  (9) Excluding the severance costs of $6.9 million, the ratio would have been 4.04%.
 (10) Efficiency ratio is non-interest expenses, less non-recurring items, divided by the total of net interest income, plus
      non-interest income, less securities gains, less non-recurring items.
 (11) Excludes the partial reversal of retirement  benefit charges of $363,000 from non-interest expenses, $2.2 million of loss
      on the sale of sub-prime automobile loans, $245,000 in forfeiture of interest income associated with the sale of sub-prime
      automobile loans and the loss on the impairment of other assets - repossessed vehicle inventory of $206,000.
 (12) Excludes the retirement benefit charges of $800,000 and the $15,000 representing the partial reversal of a $44,000 interest
      charge associated with the Bank's REIT that was  recorded in the first quarter of 2003 from non-interest expenses.
 (13) Excludes the $44,000 interest charge associated with the disallowance of the Bank's dividend received deduction from the
      Bank's REIT.
 (14) Excludes severance costs of $6.9 million from non-interest expenses, loss on the sale of sub-prime automobile loans of $10.7
      million, the loss on the impairment of other assets - repossessed vehicle inventory of $1.3 million, the penalty on the
      pre-payment of FHLB borrowings of $1.1 million and the impairment of securities of $326,000.



 12





                                         BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
                                        AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
                                                               Unaudited
                                                             Quarters Ended


                                                  December 31, 2003
                                     -----------------------------------------

                                          Average                     Yield/
                                          Balance        Interest     Rate(1)
 -----------------------------------------------------------------------------
                                                      (In thousands)

                                                             
Earning assets:
Short-term investments                  $      2,853     $      6     0.84%
Securities (2)                               314,070        2,905     3.70%
Federal Home Loan Bank                        12,166           65     2.14%
Loans:
  Residential mortgage                       287,518        3,793     5.28%
  Commercial real estate                     193,728        2,969     6.13%
  Commercial                                 167,427        2,312     5.52%
   Indirect auto loans                       103,821        1,665     6.41%
   Other consumer                             57,013          695     4.88%
                                        ------------   ---------
     Total loans                             809,507       11,434     5.65%
                                        ------------   ---------
     Total earning assets                  1,138,596     $ 14,410     5.06%
                                                        =========

Other assets                                  69,076
                                        ------------
    Total assets                        $  1,207,672
                                        ------------
Funding liabilities:
Deposits:
 Non-interest-bearing deposits          $     98,392
   Savings, NOW and money market             415,486          814     0.78%
                                        ------------    ---------
     Total core deposits                     513,878          814     0.63%
     Certificates of deposits                321,732        2,334     2.90%
                                        ------------    ---------
     Total deposits                          835,610        3,148     1.51%
                                        ------------    ---------
Borrowings:
  Federal Home Loan Bank advances            236,534        1,518     2.57%
                                        ------------    ---------
    Total funding liabilities              1,072,144      $ 4,666     1.74%
                                                        =========
Other liabilities                             11,249
                                        ------------
    Total liabilities                      1,083,393

Minority Interest                              2,261
Stockholders' Equity                         122,018
                                        ------------
    Total liabilities and equity         $ 1,207,672
                                        ------------
Net interest income/spread                                $ 9,744     3.32%
                                                        ---------
Net interest margin                                                   3.42%

(1) Average yields earned and rates paid are annualized.
(2) Average balances and yields for securities available for sale are based on
    amortized cost.




 13





                BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
               AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS

                                      Unaudited
                                    Quarters Ended

                                                     September 30, 2003
                                          --------------------------------------
                                            Average                   Yield/
                                            Balance       Interest    Rate(1)
- --------------------------------------------------------------------------------
                             (In thousands)

                                                             
Earning assets:
Short-term investments                     $   2,626          $ 5     0.76%
Securities (2)                               220,514        1,886     3.42%
Federal Home Loan Bank                         8,406           59     2.81%
Loans:
  Residential mortgage                       324,272        4,099     5.06%
  Commercial real estate                     177,306        2,760     6.23%
  Commercial                                 169,653        2,401     5.66%
  Indirect auto loans                        104,252        1,945     7.46%
  Other consumer                              54,684          703     5.14%
                                        ------------    ---------
     Total loans                             830,167       11,908     5.74%
                                        ------------    ---------
     Total earning assets                $ 1,061,713     $ 13,858     5.22%
                                                        =========

Other assets                                  65,993
                                        ------------
    Total assets                         $ 1,127,706
                                        ------------
Funding liabilities:
Deposits:
  Non-interest-bearing deposits          $    99,351
  Savings, NOW and money market              407,451          832     0.82%
                                        ------------    ---------
    Total core deposits                      506,802          832     0.66%
    Certificates of deposits                 330,821        2,511     3.04%
                                        ------------    ---------
    Total deposits                           837,623        3,343     1.60%
                                        ------------    ---------
Borrowings:
  Federal Home Loan Bank advances            165,011        1,206     2.92%
                                        ------------    ---------
   Total funding liabilities               1,002,634     $  4,549     1.81%
                                                        =========
Other liabilities                              3,650
                                        ------------
    Total liabilities                      1,006,284
Minority Interest                              2,279
Stockholders' Equity                         119,143
                                        ------------
    Total liabilities and  equity        $ 1,127,706
                                        ------------
Net interest income/spread                                $ 9,309     3.41%
                                                        ---------
Net interest margin                                                   3.51%

(1) Average yields earned and rates paid are annualized.
(2) Average balances and yields for securities available for sale are based on
    amortized cost.




 14




                 BERKSHIRE HILLS BANCORP, INC. AND SUBSIDIARIES
                AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS


                                                      Unaudited
                                                   Quarters Ended

                                                  December 31, 2002
                                        -------------------------------------
                                            Average                   Yield/
                                            Balance      Interest    Rate(1)
- -----------------------------------------------------------------------------
                                                    (In thousands)

                                                             
Earning assets:
Short-term investments                   $    32,549     $    130     1.60%
Securities (2)                               180,131        1,721     3.82%
Federal Home Loan Bank                         7,440           70     3.76%
Loans:
  Residential mortgage                       238,646        3,896     6.53%
  Commercial real estate                     150,571        2,521     6.70%
  Commercial                                 167,895        2,559     6.10%
  Indirect auto loans                        160,340        2,686     6.70%
  Other consumer                              62,338          966     6.20%
                                        ------------    ---------
    Total loans                              779,790       12,628     6.48%
                                        ------------    ---------
    Total earning assets                     999,910     $ 14,549     5.82%
                                                        =========
Other assets                                  60,164
                                        ------------
    Total assets                         $ 1,060,074
                                        ============
Funding liabilities:
Deposits:
  Non-interest-bearing deposits          $    84,879
  Savings, NOW and money market              373,808        1,209     1.29%
                                        ------------     --------
    Total core deposits                      458,687        1,209     1.05%
    Certificates of deposits                 329,762        3,012     3.65%
                                        ------------     --------
    Total deposits                           788,449        4,221     2.14%
                                        ------------     --------
Borrowings:
  Federal Home Loan Bank advances            138,219        1,326     3.84%
                                        ------------     --------
    Total funding liabilities                926,668      $ 5,547     2.39%
                                                         ========
Other liabilities                              3,024
                                        ------------
    Total liabilities                        929,692
Minority Interest                              2,624
Stockholders' Equity                         127,758
                                        ------------
    Total liabilities and equity         $ 1,060,074
                                        ============
Net interest income/spread                                $ 9,002     3.43%
                                                         ========
Net interest margin                                                   3.59%


(1) Average yields earned and rates paid are annualized.
(2) Average balances and yields for securities available for sale are based on
    amortized cost.