USABancShares.com, Inc. Receives Shareholder Approval for Acquisition by Berkshire Financial Holdings, Inc.

Business Editors

PHILADELPHIA--(BUSINESS WIRE)--July 12, 2002

USABancShares.com, Inc. ("USAB"), the bank holding company for vBank, a Savings Bank ("vBank"), a Pennsylvania-chartered savings bank that does business under the name "BankPhiladelphia," announced today that, at a special meeting of holders of Common Stock of USAB (Nasdaq OTC:USAB.OB) held on Wednesday, July 3, 2002, the shareholders of USAB, by the affirmative vote of a majority of the shares voted at the special meeting, adopted the Agreement and Plan of Reorganization dated March 9, 2002 (the "Agreement") by and among USAB, vBank, Berkshire Financial Holdings, Inc. ("BFHI"), and its wholly-owned subsidiary, BFHI Acquisition Corporation ("Acquisition"), and approved the transactions contemplated by the Agreement.

The Agreement provides generally for the acquisition of USAB and vBank by BFHI through the merger of Acquisition with and into USAB. In that merger transaction, shareholders of USAB will receive $0.60 in cash for each outstanding share of USAB's Common Stock. Consummation of the merger transaction remains subject to the satisfaction of various conditions outlined in the Agreement, including but not limited to the receipt of requisite regulatory approvals and the obtaining of financing by BFHI.

Where You Can Find Additional Information

USAB has filed with the Securities and Exchange Commission a proxy statement relating to the business combination transaction described above. Investors and security holders are advised to read carefully the proxy statement, because it contains important information about USAB, BFHI, the merger and related matters. Interested parties and security holders may obtain a free copy of the proxy statement and other documents filed by USAB at the SEC's web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained from USAB by directing such requests to USAB.

In addition to the proxy statement, USAB files annual, quarterly and special reports, proxy statements, registration statement and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by USAB in the SEC public reference rooms at 450 Fifth Street, NW, Washington, DC 20549, or at any of the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. USAB filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

Solicitation of Proxies; Interests of Certain Persons in the Transaction

USAB and BFHI and their respective officers and directors and certain other members of management or employees may be deemed to be participants in the solicitation of proxies from shareholders of USAB with respect to the transactions contemplated by the merger agreement. A description of any interests that these directors and executive officers have in the merger is available in the proxy statement as such may be required by law.

Forward-looking Statements 

Statements contained in this news release that are not historical facts may constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. These include securing all necessary governmental and other approvals, the satisfaction of all conditions to the merger, BFHI securing financing for the transaction, changes in business or other market conditions, and the success of the business combination as planned by the parties. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein.