Berkshire Hills Bancorp, Inc. (the "Company") has entered into a subscription agreement (the "Note Subscription Agreement") for $75 million in aggregate principal amount of fifteen year 6.875% Fixed-to-Floating Rate Subordinated Notes Due 2027 (the "Notes") in a private placement offering to institutional accredited investors (the "Private Placement"). The Note Subscription Agreement was executed by the Company and the institutional accredited investors on September 20, 2012 and the transaction is expected to close on September 28, 2012. A copy of the Company's news release dated September 24, 2012, announcing the Private Placement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company expects to use the majority of the net proceeds of approximately $72.8 million from this Private Placement for the cash consideration portion of the pending merger with Beacon Federal Bancorp, Inc. and its wholly-owned subsidiary, Beacon Federal. The remaining net proceeds of the Notes will be used for other corporate purposes.

The Notes will bear interest at an annual fixed rate of 6.875% with the first interest payment on the Notes occurring on March 28, 2013 and interest will be paid semiannually each March 28th and September 28th until September 28, 2022. From and including September 28, 2022, the Notes will bear an annual interest rate equal to the three-month LIBOR rate plus 511.3 basis points, payable quarterly each March 28, June 28, September 28 and December 28, commencing on December 28 and concluding on the maturity date of September 28, 2027.

The Note Subscription Agreement also contains provisions with respect to redemption features and other matters. This summary of the Note Subscription Agreement does not purport to be a complete description of such agreement and is qualified in its entirety by reference to the form of Note Subscription Agreement attached hereto as Exhibit 10.1.

The disclosures above under 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

The disclosures above under 1.01 of this Current Report on Form 8-K are also responsive to Item 3.02 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 3.02.

The above-referenced news release includes information and updates concerning the Company's core systems conversion, the proposed acquisition of Beacon Federal Bancorp, Inc., the integration of the Company's new Connecticut Berkshire Bank-CBT Region and the

appointment of a Senior Vice President and Regional Leader of the Hartford/Springfield Commercial Banking Team.

(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.

Exhibit No.                               Description

10.1           Form of Note Subscription Agreement (including form of
               Subordinated Note Certificate)

99.1           News Release dated September 24, 2012