Beacon Federal Bancorp, Inc. Sample Contracts

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Employment Agreement • December 23rd, 2010 • Beacon Federal Bancorp, Inc. • Savings institution, federally chartered • New York
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 21st, 2010 • Beacon Federal Bancorp, Inc. • Savings institution, federally chartered • New York

This Change in Control Agreement (this “Agreement”) is made effective as of May 21, 2010 (the “Effective Date”), by and between Beacon Federal, a federally chartered savings association with its principal office in East Syracuse, New York (the “Bank”) and Kevin Gaglione (“Executive”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN BERKSHIRE HILLS BANCORP, INC. AND BEACON FEDERAL BANCORP, INC. DATED AS OF MAY 31, 2012
Merger Agreement • June 1st, 2012 • Beacon Federal Bancorp, Inc. • Savings institution, federally chartered • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 31, 2012 by and between Berkshire Hills Bancorp, Inc., a Delaware corporation (“BHLB”), and Beacon Federal Bancorp, Inc., a Maryland corporation (“Beacon Federal”).

AGREEMENT BY AND BETWEEN Beacon Federal Syracuse, NY and The Comptroller of the Currency
Banking Agreement • July 18th, 2012 • Beacon Federal Bancorp, Inc. • Savings institution, federally chartered

Beacon Federal, Syracuse, NY (“Association”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Association, and, toward that end, wish the Association to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

BEACON FEDERAL BANCORP, INC. (a Maryland corporation) 10,350,000 Shares (Subject to an Increase Up to 11,902,500 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENT
Agency Agreement • June 5th, 2007 • Beacon Federal Bancorp, Inc. • New York

Beacon Federal Bancorp, Inc., a newly formed Maryland corporation (the “Company”), and Beacon Federal, a federally-chartered stock savings bank (the “Bank”), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Agent”), as follows:

PURCHASE AND ASSUMPTION AGREEMENT AMONG MIDSOUTH BANK, N.A. AND BEACON FEDERAL August 17, 2011
Purchase and Assumption Agreement • August 17th, 2011 • Beacon Federal Bancorp, Inc. • Savings institution, federally chartered • Texas

This Purchase and Assumption Agreement (this “Agreement”) is made and entered into this 17th day of August, 2011, by and among MidSouth Bank, N.A., a national banking association (“Purchaser”) and Beacon Federal, a federal savings bank (“Seller”).

RP ® FINANCIAL, LC.
Independent Conversion Appraisal Services Agreement • June 5th, 2007 • Beacon Federal Bancorp, Inc.

This letter sets forth the agreement between Beacon Federal, East Syracuse, New York (the “Company”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the Company’s simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be conducted by our senior consulting staff and will be directed by the undersigned.

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