Legacy Bancorp, Inc. Sample Contracts

LOAN AGREEMENT
Loan Agreement • September 2nd, 2005 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of the day of , 2005, by and between the LEGACY BANKS EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Legacy Banks Employee Stock Ownership Plan (“ESOP”); and (“Lender” or “Company”), a Massachusetts corporation.

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TRUST AGREEMENT BETWEEN LEGACY BANKS AND FIRST BANKERS TRUST SERVICES FOR THE LEGACY BANKS EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Trust Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This TRUST AGREEMENT dated , 2005, between LEGACY BANKS with its administrative office at 99 North Street, Pittsfield, Massachusetts 01202 (hereinafter called the “Bank”), and First Bankers Trust Services with its administrative office at 2321 Kochs Lane, P. O. Box 4004, Quincy, Illinois 62305-4005 (hereinafter called the “Trustee”).

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LEGACY BANKS EMPLOYMENT AGREEMENT
Employment Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This AGREEMENT (“Agreement”) is made effective as of , 2005, by and among Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank, with its principal administrative office at 99 North Street, Pittsfield, Massachusetts, 01202, Legacy Bancorp, Inc., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”), and J. Williar Dunlaevy (“Executive”).

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LEGACY BANCORP, INC. AND LEGACY BANKS CHANGE IN CONTROL AGREEMENT FOR [EXECUTIVE]
Change in Control Agreement • November 1st, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Delaware

This Change in Control Agreement (the “Agreement”) is made effective as of the 26th day of October, 2010 (the “Effective Date”), by and between Legacy Bancorp, Inc., a Delaware corporation (the “Company”), Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank (the “Bank”) with its principal administrative office at Pittsfield, Massachusetts, and [Executive] (“Executive”). The Bank is a wholly-owned subsidiary of the Company.

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LEGACY BANCORP, INC. EMPLOYMENT AGREEMENT
Employment Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Delaware

This AGREEMENT (“Agreement”) is made effective as of , 2005, by and between Legacy Bancorp, Inc. (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal offices at 99 North Street, Pittsfield, Massachusetts, 01202 and J. Williar Dunlaevy (“Executive”). Any reference to “Institution” or “Bank” herein shall mean Legacy Banks or any successor thereto.

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EMPLOYMENT AGREEMENT FOR PATRICK J. SULLIVAN
Employment Agreement • March 4th, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This Employment Agreement (the “Agreement”) is made effective as of the 1st day of April, 2010 (the “Effective Date”), by and between Legacy Bancorp, Inc., a Delaware corporation with its principal offices located in Pittsfield, Massachusetts, Legacy Banks, a Massachusetts-chartered stock savings bank (the “Bank”) with its principal offices located in Pittsfield, Massachusetts (the Company and the Bank shall hereinafter collectively be referred to as the “Employer”), and Patrick J. Sullivan (“Executive”).

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PURCHASE AGREEMENT
Purchase Agreement • July 25th, 2007 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • New York

This PURCHASE AGREEMENT (this “Agreement”) is entered into this 25th day of July, 2007, by and among FIRST NIAGARA BANK, (“Seller”), having an address of 6950 South Transit Road, Lockport, New York 14095 and LEGACY BANKS, (“Purchaser”), having an address of 99 North Street, Pittsfield, Massachusetts 01202.

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PURCHASE AND ASSUMPTION AGREEMENT dated as of July 13, 2011 by and among LEGACY BANKS, NBT BANK, NA, and BERKSHIRE HILLS BANCORP, INC., solely with respect to Section 7.10
Purchase and Assumption Agreement • July 13th, 2011 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 13, 2011 (this “Agreement”), by and among Legacy Banks (“Seller”), NBT Bank, NA (“Purchaser”), and Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), solely with respect to Section 7.10.

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LEGACY BANKS EMPLOYMENT AGREEMENT
Employment Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This AGREEMENT (“Agreement”) is made effective as of , 2005, by and among Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank, with its principal administrative office at 99 North Street, Pittsfield, Massachusetts, 01202, Legacy Bancorp, Inc., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”), and Richard M. Sullivan (“Executive”).

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FORM OF LEGACY BANKS CHANGE IN CONTROL AGREEMENT VICE PRESIDENTS
Change in Control Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Massachusetts

This AGREEMENT is made effective as of , 2005, by and between Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank, with its principal administrative office at 99 North Street, Pittsfield, Massachusetts 01202, (“Executive”), and Legacy Bancorp, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, which is the holding company of the Bank.

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FORM OF LEGACY BANCORP, INC. CHANGE IN CONTROL AGREEMENT VICE PRESIDENTS
Change in Control Agreement • July 8th, 2005 • Legacy Bancorp, Inc. • Delaware

This AGREEMENT is made effective as of , 2005 by and between Legacy BANCORP, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of Legacy Banks (the “Bank”) with its principal administrative office at 99 North Street, Pittsfield, Massachusetts, 01202 and (“Executive”).

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SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT MICHAEL A. CHRISTOPHER
Supplemental Executive Retirement Agreement • September 2nd, 2005 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This Supplemental Executive Retirement Agreement (the “Agreement”) is dated as of the 1st day of January, 2004, by and among Mutual Bancorp of the Berkshires, Inc. (“Mutual”), a Massachusetts corporation, Legacy Group, Inc. (“Legacy”), a Massachusetts corporation, and Legacy Banks (the “Bank”), a bank organized and existing under the laws of the Commonwealth of Massachusetts with its headquarters in Pittsfield, Massachusetts (Mutual, Legacy, and the Bank are referred to collectively herein as the “Company”) and Michael A. Christopher (the “Executive”).

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN BERKSHIRE HILLS BANCORP, INC. AND LEGACY BANCORP, INC. DATED AS OF December 21, 2010
Merger Agreement • December 22nd, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 21, 2010 by and between Berkshire Hills Bancorp, Inc., a Delaware corporation (“BHLB”), and Legacy Bancorp, Inc., a Delaware corporation (“Legacy”).

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CONSULTING AGREEMENT
Consulting Agreement • November 6th, 2007 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered

This Consulting Agreement (the “Agreement”) dated November 5, 2007 is entered into by and between LEGACY BANCORP, INC. (the “Company”), LEGACY BANKS (the “Bank”) and MICHAEL A. CHRISTOPHER (the “Executive” or “Consultant”).

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LEGACY BANCORP, INC. 2010 CEO INDUCEMENT PLAN STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • May 18th, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered

Pursuant to that certain Employment Agreement (the “Employment Agreement”) dated February 26, 2010 and effective as of April 1, 2010 between you, Legacy Bancorp, Inc. (the “Holding Company”) and Legacy Banks, you have been granted an option to purchase shares of Holding Company common stock (“Common Stock”) subject to the terms and conditions of this Award Agreement (the “Agreement”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • May 11th, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This Separation Agreement and General Release (“Separation Agreement”) dated May 11, 2010 is entered into by and between Steven F. Pierce (“Executive” or “you”) and Legacy Bancorp, Inc. (the “Company”) and Legacy Banks (the “Bank”), and confirms the agreement that has been reached with you in connection with your termination of employment with the Bank, Company and any of the Bank’s affiliates and direct and indirect subsidiaries.

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LEGACY BANCORP, INC. 2010 CEO INDUCEMENT PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 18th, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered

Pursuant to that certain Employment Agreement (the “Employment Agreement”) dated February 26, 2010 and effective as of April 1, 2010 between you, Legacy Bancorp, Inc. (the “Holding Company”) and Legacy Banks, you have been granted an award of shares of Legacy Bancorp, Inc. common stock (“Common Stock”) at no cost to you subject to the terms and conditions of this Restricted Stock Award Agreement (the “Agreement”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • November 6th, 2007 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This Separation Agreement and General Release (“Separation Agreement”) dated November 5, 2007 is entered into by and between Michael A. Christopher (“Executive” or “you”) and Legacy Bancorp, Inc. (the “Company”) and Legacy Banks (the “Bank”), and confirms the agreement that has been reached with you in connection with your termination of employment with the Bank, Company and any of the Bank’s affiliates and direct and indirect subsidiaries.

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NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN Sponsored by SBERA
Nonstandardized Adoption Agreement • November 21st, 2005 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered

Your Employer has set up a 401(k) Plan to help you save for your retirement. Details about how the Plan works are contained in this booklet. While this summary describes the main provisions of the Plan, it does not include every detail or limitation. Every attempt has been made to give you accurate, but easily understandable information about the Plan. If, however, there is a disagreement between this booklet and the official Plan document, the Plan document will control. You may get a copy of the Plan document from the Plan Administrator who may charge you a reasonable fee for the copy.

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SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR J. WILLIAR DUNLAEVY AMENDED AND RESTATED AS OF NOVEMBER 20, 2008
Supplemental Executive Retirement Agreement • November 25th, 2008 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This Supplemental Executive Retirement Agreement (the “Agreement”) originally dated as of the 1st day of January, 2004 and amended and restated in its entirety as of November 20, 2008, by and among Legacy Bancorp, Inc. (the “Holding Company”), a Delaware corporation, and Legacy Banks (the “Bank”), a Massachusetts-chartered savings bank with its headquarters in Pittsfield, Massachusetts (the Holding Company and the Bank are referred to collectively herein as the “Company”) and J. Williar Dunlaevy (the “Executive”). The provisions of this Agreement specifically required by Code Section 409A shall be deemed effective from January 1, 2005.

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • December 21st, 2007 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

This Separation Agreement and General Release (“Separation Agreement”) dated December 21, 2007 is entered into by and between Stephen M. Conley (“Executive” or “you”) and Legacy Bancorp, Inc. (the “Company”) and Legacy Banks (the “Bank”), and confirms the agreement that has been reached with you in connection with your termination of employment with the Bank, Company and any of the Bank’s affiliates and direct and indirect subsidiaries.

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LEGACY BANCORP, INC. 2010 CEO INDUCEMENT PLAN PERFORMANCE SHARES AWARD AGREEMENT
Performance Shares Award Agreement • May 18th, 2010 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • England

Pursuant to that certain Employment Agreement (the “Employment Agreement”) dated February 26, 2010 and effective as of April 1, 2010 between you, Legacy Bancorp, Inc. (the “Holding Company”) and Legacy Banks, you have been granted a potential award (“Award”) of shares of Legacy Bancorp, Inc. performance based restricted common stock (“Common Stock”) at no cost to you subject to the terms and conditions of this Performance Shares Award Agreement (the “Agreement”).

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10,976,750 Shares (subject to increase up to 11,854,890 shares in the event of an oversubscription) LEGACY BANCORP, INC. (a Delaware corporation) Common Stock (par value $.01 per share) FORM OF AGENCY AGREEMENT September , 2005
Agency Agreement • September 2nd, 2005 • Legacy Bancorp, Inc. • Savings institutions, not federally chartered • New Jersey
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