You or someone in your family may have owned shares of Hampden Bancorp, Inc. (“Hampden”) common stock at any time during the period from and including November 4, 2014 and continued to hold such stock until the closing of the Merger of Hampden with and into Berkshire Hills Bancorp, Inc. (“Berkshire”) on April 17, 2015.

The Court directed that the Notice of Settlement be sent to members of the Settlement Class because you have a right to know about the proposed Settlement of this class action lawsuit and about your right to object to the Settlement or to any of its terms before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after objections and appeals, if any, are resolved, an administrator will make the payments that the Settlement allows to Settlement Class Members who submit valid Proofs of Claim.

The package you received explains the Action, the Settlement, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.

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On November 4, 2014, Hampden and Berkshire announced that they had signed a definitive agreement and plan of merger pursuant to which Berkshire would acquire Hampden and its subsidiary, Hampden Bank, in an all-stock transaction. Under the terms of the Merger Agreement, holders of Hampden’s outstanding share received 0.81 shares of Berkshire common stock for each Hampden share they owned.

This Action challenges the Defendants’ actions in connection with the Merger, and the Merger Agreement and alleges that the Defendants breached their fiduciary duties to Settlement Class Members in connection with the Merger and the Merger Agreement. Defendants have denied all wrongdoing and liability whatsoever. Please refer to pages 2 and 3 of the Notice for additional information about the allegations and history of this litigation.

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In a class action, one or more people called class representatives (in this case Brian Levy), sue on behalf of people who have similar claims. All these people are a class or class members.

Bringing a case, such as this one, as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to bring in individual actions. One court resolves all issues for all class members.

The Court preliminarily found on October 5, 2016 that the requirements for a class action are satisfied here.

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On November 4, 2014, Hampden and Berkshire announced that they had signed a definitive agreement and plan of merger (the “Merger Agreement”) pursuant to which Berkshire would acquire Hampden and its subsidiary, Hampden Bank, in an all-stock transaction. Under the terms of the Merger Agreement, each outstanding share of Hampden common stock was exchanged for 0.81 shares of Berkshire common stock (the “Merger”).

On February 11, 2015, Plaintiff, a stockholder of the Company, filed a class complaint (the “Complaint”) on behalf of all holders of Hampden common stock. The Complaint sought relief against Hampden and the members of its Board. The Complaint challenged, inter alia, the Merger and the Merger Agreement, and alleged that the Board had breached its fiduciary duties in connection therewith.

Shortly thereafter, the Parties started to engage in settlement discussions and on March 7, 2016, the Parties engaged in mediation before James E. McGuire, Esq. of JAMS in Boston, Massachusetts. As a result of that mediation, and based upon a final mediator’s suggestion, the Parties agreed upon the terms of a settlement of the Action.

Plaintiff and his counsel have determined that settlement of the Action on the terms reflected in the Stipulation is fair, reasonable, and adequate and in the best interests of Settlement Class Members.

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The Class consists of (subject to certain exceptions listed below), all record and beneficial holders of the common stock of Hampden who held such stock at any time during the period from and including November 4, 2014 and who continued to hold such stock until the closing of the Merger of Hampden with and into Berkshire on April 17, 2015.

Excluded from the Class are Defendants and their affiliates, with affiliates including any person, firm, trust, corporation or other entity related to or affiliated with any Defendant.

If you are still not sure whether you are included, you can ask for free help. You can contact your broker or call the Claims Administrator at 1-888-601-4868 for more information. Or, you can complete and submit a Proof of Claim form to see if you qualify. See Page 4, Questions 5-7 of the Notice for more information.

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At this time we are unable to provide estimates as to how much any individual class member might receive.

In exchange for the Settlement and dismissal of the Action, the Defendants (excluding Berkshire) have agreed to create a $1,800,000 fund to be divided (after certain fees and expenses) among Settlement Class Members who submit valid Proof of Claim forms.

If the Settlement is finally approved, you will receive amounts in equal proportion to each share of Hampden common stock you held at any time during the period from and including November 4, 2014 and which shares you continued to hold until the closing of the Merger of Hampden with and into Berkshire on April 17, 2015.

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To qualify for a payment, you must send in a completed Proof of Claim form. Read the instructions carefully, fill out the Proof of Claim form, include all the documents the form asks for, sign it, and mail it postmarked no later than March 11, 2017 to the address indicated on the Proof of Claim form.

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The Court will hold a hearing on December 14, 2016 to decide whether to approve the Settlement. If the Court approves the Settlement after the hearing, there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.

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If the Settlement is approved by the Court, then upon the Effective Date of the Settlement, which is when an Order entered by the Court approving the Settlement becomes final and not subject to appeal, you will release all “Settled Claims” (as defined on page 5 of the Notice) against the “Released Persons” (as defined on page 5 of the Notice). This litigation will be dismissed with prejudice.

See Page 5, of the Notice for a detailed description of the Released Persons and Settled Claims in this matter.

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If you are a Class Member and wish to participate in the distribution of proceeds from the Settlement, you must submit a valid and timely claim form, postmarked or received on or before March 11, 2017.

You may write to the Court if you do not like the Settlement by following the instructions set forth in the Notice and filing a written objection by November 23, 2016.

You may also elect to do nothing. If you do nothing, you will receive no payment and you will give up any rights you may have to sue the Defendants and the other Released Persons relating to the legal claims in the case. You will remain a member of the Settlement Class and be bound by the final judgment.

These rights are further explained in the Notice.

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The Brualdi Law Firm, P.C., 29 Broadway, Suite 2400, New York, New York 10006, as Plaintiff’s lead counsel, and Shapiro Haber & Urmy, Seaport East, Two Seaport Lane, Boston, Massachusetts 02210, as Plaintiff’s liaison counsel, have been appointed by the Court to represent the Settlement Class. You will not be separately charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

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To object, at least twenty-one (21) days prior to the Settlement Hearing, you must file a written objection with the Court providing:

1. a statement that you object to the proposed Settlement in Levy v. Hampden Bancorp, Inc., et. al., Civil Action No. 15-00082;
2. your name, mailing address, phone number and e-mail address (if any);
3. proof of your membership in the Settlement Class;
4. a written statement of all grounds for the objection accompanied by any legal support and evidence for it;
5. copies of any papers, briefs, or other documents you wish the Court to consider.

If you intend to appear at the Settlement Hearing, you must state so in your objection and identify any lawyers that will appear on your behalf.

You must mail a copy of your objection to the following counsel:

Counsel for Plaintiff	Richard B. Brualdi, Esq. THE BRUALDI LAW FIRM, P.C. 29 Broadway, Suite 2400 New York, New York 10006 rbrualdi@brualdilawfirm.com
Counsel for Defendants Glenn S. Welch, Richard D. Suski, Thomas R. Burton, Linda Silva Thompson, Stanley Kowalski, Jr., Mary Ellen Scott, Judith E. Kennedy, Richard J. Kos, Kathleen O’Brien-Moore, Arlene Putnam, Johnny Guerry, Garold R. Base	Deborah S. Birnbach, Esq. GOODWIN PROCTER LLP 100 Northern Avenue Boston, Massachusetts 02210
Counsel for Defendant Berkshire Hills Bancorp, Inc. and Berkshire Hills Bancorp, Inc. as successor by Merger to Hampden Bancorp, Inc.	Stuart M. Glass, Esq. CHOATE, HALL & STEWART LLP Two International Place Boston, Massachusetts 02110

and file said objection, papers and briefs with the Clerk of the Superior Court at 50 State St, Springfield, MA 01103, on or before the same date (November 23, 2016).

Any Settlement Class Member who does not make his, her or its objection in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the Settlement as incorporated in the Stipulation unless otherwise ordered by the Court.

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The Court will hold a Settlement Hearing at 2:00 p.m. on December 14, 2016 at the Superior Court of Hampden County, Hampden County Courthouse; 50 State St, Springfield, MA 01103. At this hearing, the Court will consider whether the Settlement should be finally approved by the Court; and whether the Order and Final Judgment as provided in the Stipulation should be entered.

You should be aware that the Court may change the date and time of the Settlement Hearing. Thus, if you want to come to the hearing, you should check with Plaintiff’s Counsel before coming to be sure that the date and/or time has not changed.

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Any objector who files and serves a timely, written objection in accordance with the instructions set forth in the Notice may also appear at the Settlement Hearing either in person or though counsel retained at the objector’s expense. Objectors or their attorneys intending to appear at the Settlement Hearing must, by November 23, 2016, file with the Court, and serve on counsel listed in question 15 of the Notice, a notice of intention to appear, indicating their intention to appear at the Settlement Hearing. Any Settlement Class Member who does not comply with the procedure set forth in this paragraph shall not be permitted to appear at the Settlement Hearing, except for good cause shown.

You should be aware that the Court may change the date and time of the Settlement Hearing. Thus, if you want to come to the hearing, you should check with Plaintiff’s Counsel before coming to be sure that the date and/or time has not changed.

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Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support all shareholdings claimed. Stock certificates may be used to support the amount of shares held as of April 17, 2015, but please do not send originals of securities certificates or any other supporting documents with your claim form.

If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you.

We recommend that you file your claim to the best of your ability, as accurately as possible.

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All requests to update your information must be received in writing. Please send a letter including your full name, current and former mailing address with the specific request to update your mailing address to:

Hampden Bancorp, Inc. Shareholder Litigation c/o Garden City Group, LLC Claims Administrator PO Box 9349 Dublin, OH 43017-4249

If you are attempting to update your name, you must also supply documentation supporting the name change such as a divorce decree, marriage license or a court order reflecting their legal name change.

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The Notice summarizes the proposed Settlement. More details about the Settlement are also available in the Stipulation and Preliminary Approval Order. The Stipulation is the controlling document describing the proposed Settlement and its terms govern anything to the contrary in this Notice. Both can be found on this website under the Important Documents link.

You may also call 1-888-601-4868 to speak with the claims administrator for further assistance.

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