ITEM 5.03 Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

As previously reported by Berkshire Bancorp Inc. (the "Company") in its Definitive Information Statement filed with the Securities and Exchange Commission on November 25, 2008, in connection with the Company's sale of 60,000 shares of its 8% Non-Cumulative Mandatorily Convertible Perpetual Series A Preferred Stock, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of its authorized shares of common stock from 10 million to 25 million shares (the "Amendment"). The Amendment was filed with the Secretary of State of the State of Delaware and became effective on December 15, 2008.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1 Certificate of Amendment to the Certificate of Incorporation of the Company effective December 15, 2008.

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