Berkshire Hills Bancorp : Code of Business Conduct

Code of Business Conduct

Policy Statement

This policy is to ensure that employees, officers and directors of Berkshire Hills Bancorp, Inc., and all of its direct and indirect subsidiaries, (collectively, the "Company") act in a professional and ethical manner.

This Code of Business Conduct (this "Code") represents an overview of the corporate policies, expectations and standards that should govern the actions of all employees, officers and directors of the Company. Some of the material covered in this Code is discussed in greater detail the Berkshire Employee Handbook and the First Choice Loan Services Inc. Employee Handbook (individually and collectively, the "Handbook") and in other, more specific policies and procedures, and you should consult the Handbook and those policies and procedures which address specific aspects and more detailed requirements of our business. No code of conduct can cover every potential situation. It is, therefore, your responsibility to be familiar with the Handbook and other specific Company policies and procedures and refer to them as may be necessary in any given situation. It is also your responsibility to generally apply the principles set forth in this Code in a responsible, ethical fashion and with the exercise of good business judgment. Please note that (a) in the event of a conflict or inconsistency between this Code and the Handbook, the provisions of this Code control and therefore should be followed instead of the conflicting or inconsistent provisions of the Handbook, and (b) in the event of a conflict or inconsistency between this Code and any other policy (besides the Handbook), the provisions of that other policy control and therefore should be followed instead of the conflicting or inconsistent provisions of this Code.

Certain parts of this Code may apply specifically to "executive officers." Executive officer means a member of Berkshire Hills Bancorp, Inc.'s or any of its subsidiaries' management so designated by resolution of the Board of Directors.

The Code may be changed, modified or discontinued from time to time without notice (except as required by law) in the sole discretion of the Company. Failure to adhere to any of the policies or procedures contained or referenced in the Code may result in disciplinary action up to and including termination.

The Code does not constitute or create a contract of employment between you and the Company. Except as otherwise provided by written agreement or applicable law, persons employed by the Company are employed at will and the Company reserves the right to take employment action, including termination, at any time for any reason without notice.

Table of Contents
Financial Policies .......................................................................................................................................................................................	2
Political Contributions and Activities ........................................................................................................................................................	3
Conflicts of Interest ...................................................................................................................................................................................	3
Special Rules for Directors and Specified Senior Officers ........................................................................................................................	4
Accepting Gifts and Gratuities; Anti-Bribery Provisions ..........................................................................................................................	4
Corporate Opportunities.............................................................................................................................................................................	5
Equal Employment Opportunity, Harassment and Sexual Harassment .....................................................................................................	6
Illegal and Impairing Substances ...............................................................................................................................................................	7
Workplace Violence...................................................................................................................................................................................	7
Sales Practices and Antitrust......................................................................................................................................................................	7
Computer Networks, Voice Mail, Call Recording, E-mail and the Internet ..............................................................................................	8
Social Media Guidelines ............................................................................................................................................................................	9
Confidential Information ...........................................................................................................................................................................	9
Non-Solicitation of Company Customers and Employees .......................................................................................................................	11
Examinations, Government Investigations and Litigation .......................................................................................................................	13
Detailed Policies and Procedures .............................................................................................................................................................	13
Administration of the Code of Business Conduct ....................................................................................................................................	14
Contacts ...................................................................................................................................................................................................	17

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Financial Policies

Policies that ensure the financial integrity of the corporation:

Use of Company Assets

The Company's assets are to be used exclusively in the pursuit of the Company's business except for incidental personal use in accordance with other Company policies. The Company's assets include equipment, facilities, supplies, services such as telephones and computer networks, and the time and effort of Company employees. Except as provided in the first sentence of this paragraph, you may not use Company assets for personal gain, or make Company assets available for the personal gain of anyone else, or for any purpose other than conducting the Company's business.

Authority to Make Commitments

Only specific employees are authorized to make financial or other commitments on behalf of the Company. Commitments might be such things as approving a loan or other extension of credit, ordering equipment or materials, authorizing business travel, approving payment of an invoice or expense report, authorizing budgets or budget overruns, signing leases or other contracts, selling Company assets, settling litigation or other claims, borrowing money, setting compensation or employee benefits, making charitable contributions and other transactions. These authorizations are in writing and are governed by corporate policies. You may not make a Company commitment unless you have the authority to do so.

Bribes and Other Illegal Corporate Payments

The use of Company funds for payments to any individual, company or organization for the purpose of obtaining favorable treatment in securing business or other special considerations is prohibited. This policy does not prohibit normal and customary business expenses such as reasonable entertainment and trade organization dues or similar expenses, which are allowed by applicable Company policies and procedures and which must be properly reported on an appropriate expense report form.

Relations with Government Employees

The U.S. government has various regulations prohibiting government personnel from accepting entertainment, gifts, gratuities or other business courtesies that may be acceptable in the private commercial sector. All Company employees who may have to make these sorts of judgments must understand and comply with the letter and intent of such regulations.

Integrity of Records and Reports

The Company's accounting records are relied upon to produce reports to the Company's management, shareholders, governmental entities and others. All Company accounting records and reports produced from those records shall be kept and presented in accordance with the laws of each applicable jurisdiction and must accurately and fairly reflect in reasonable detail the Company's assets, liabilities, revenues and expenses.

Responsibility for accurate and complete financial records does not rest solely with the Company's accounting employees. All employees involved in approving transactions, supplying supporting information for transactions and determining account classifications have responsibility for complying with our policies.

Reports to Management

The same high standards required in the Company's external reporting apply to financial reports to management. Accruals and estimates included in internal reports (such as business plans, budgets and forecasts) shall be supported by appropriate documentation and based on good-faith judgment.

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Payments and Disbursements

All payments made by or on behalf of the Company must be documented in the accounting records with appropriate approval(s) and an adequate description of the business purpose of the disbursement.

Cash Deposits and Bank Accounts

All cash received by the Company shall be promptly recorded in the accounting records and deposited in a bank account properly authorized by the Company. All bank accounts and other cash accounts shall be clearly and accurately recorded in the accounting records. No unrecorded accounts, funds or assets shall be established for any purpose.

Cooperation with Inquiries

Employees shall provide complete and accurate information in response to inquiries from the Company's internal and outside independent auditors as well as the Company's legal counsel.

Political Contributions and Activities

No Company funds or assets, including the work time of any employee, may be contributed, loaned or made available, directly or indirectly, to any political party or to the campaign of any candidate for a local, state or federal office.

Conflicts of Interest

You must carry out your professional responsibilities with integrity and with a sense of loyalty to the Company. You must avoid any situation that involves an actual or possible conflict of interest or an appearance of a conflict of interest between your personal interests and the interests of the Company. Knowingly acting in a manner that presents a conflict between your personal interests and the interests of the Company is a violation of this Code.

A conflict of interest cannot be defined precisely, only illustrated. The basic factor that exists in all conflict situations is a division of loyalty between the Company's interests and the personal interest of the individual. Many, but not all, conflict situations arise from personal loyalties or personal financial dealings. It is impossible to list every circumstance giving rise to a possible conflict of interest, but the following illustrates the types of situations that may cause conflicts.

Family Members

A conflict of interest may exist when the Company does business with or competes with an organization in which a family member has an ownership or employment interest. "Family members" include a spouse, parents, children, siblings and in- laws. You may not conduct business on behalf of the Company with family members or an organization with which you or a family member is associated unless you receive prior written approval in accordance with the section below entitled "Disclosure and Approvals Required - When in Doubt, Ask".

Lending

Under no circumstances may a loan officer make a loan where there may be an actual conflict of interest or an appearance of a conflict of interest, including but not limited to loans to a personal business associate, a relative, a close personal friend, or themselves or to any business owned or controlled by any of those individuals. Applications from one of these sources must be passed to another loan officer of the Company for processing. The original loan officer must never attempt to influence the new officer's handling of the application, including the risk rating recommendation.

Ownership in Other Businesses

You are not permitted to own, directly or indirectly, a significant financial interest in any business or entity that does business with the Company (e.g., suppliers/vendors of goods and services) or that is a borrower or competitor of the Company unless you receive prior written approval in accordance with the section below entitled "Disclosure and Approvals Required - When in Doubt, Ask". As a guide, "a significant financial interest" is defined as ownership by an employee and/or the employee's family members of more than 1% of the outstanding securities/capital value of a

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corporation or that represents more than 5% of the total assets of the employee and/or the employee's family members.

Outside Employment

Employees must keep outside business activities, such as a second job or self-employment, completely separate from the employee's activities with the Company. Employees may not use Company assets, facilities, materials, or services of other employees of the Company for outside activities unless specifically authorized by the Company, such as for certain volunteer work.

Disclosure and Approvals Required - When in Doubt, Ask

You should avoid any actual or apparent conflict of interest. Conflicts can arise unexpectedly and prompt disclosure is critically important. Employees must disclose existing or emerging conflicts of interest (including personal relationships that could reasonably be considered to create conflicts) to management within their line of business. No employee is permitted to proceed with or remain in a relationship that may present an actual or potential conflict of interest or an appearance of a conflict of interest unless that employee has received written approval of the General Counsel or the Senior Executive Vice President responsible for the employee's line of business. Executive officers and directors must disclose existing or emerging conflicts of interest to the General Counsel.

Special Rules for Directors and Specified Senior Officers

Directors and specified senior officers are expected to comply with the Company's processes and standards for promoting best practices around Related Person Transactions. These parties are requested to inform the General Counsel, as the officer designated by the Corporate Governance and Nominating Committee of the Company for such purposes, of any transaction, arrangement or relationship known to them in which (i) the aggregate amount involved will, or may be expected to, exceed $120,000 in any calendar year, (ii) the Company is, will be or may be expected to be a participant, and (iii) these parties and/or their Immediate Family Members, or Related Entities (as such terms are defined in the Procedure) have or will have a direct or indirect interest.

Transactions with Insiders

The Company may from time to time enter into transactions involving a Company affiliate, director or employee, or an immediate family member of a Company director or employee, or business entities in which a Company director or employee or an immediate family member of a Company director or employee is an officer, director and/or controlling stockholder (collectively referred to herein as "Insiders"). It is the Company's policy that any transaction involving Insiders must be conducted at arm's length and that any consideration to be paid or received by the Company in connection with such a transaction shall be on terms no less favorable than terms available to an unaffiliated third party under the same or similar circumstances. In accordance with Federal Reserve Regulation O, an Insider's interest in any such transactions requiring Board of Director action shall be disclosed to the Board of Directors prior to any action being taken, and any such transactions not requiring Board of Director approval shall be reported to the Board of Directors at least annually. Extensions of credit from the Company to Insiders identified in Regulation O are subject to various dollar limits, and may be required to be approved by or reported to the Board of Directors.

Questions concerning the application of any of these guidelines in specific instances should be discussed with the Chief Risk Officer.

Accepting Gifts and Gratuities; Anti-Bribery Provisions

As a general matter, bribery and corrupt practices are prohibited. "Bribery" or "corruption" means soliciting or accepting for yourself or for a third party (including facilitation of payments) anything of value from anyone in return for any business, service or confidential information of the Company. Things of value include gifts, meals, favors, services and entertainment.

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