[GRAPHIC OMITTED]                                               PRESS RELEASE
National Penn Bancshares, Inc.


Immediate
Gary L. Rhoads, Chief Financial Officer, 610-369-6341
Sandra L. Spayd, Corporate Secretary, 610-369-6202

        National Penn Bancshares, Inc. Issues Trust Preferred Securities

BOYERTOWN, Pa., February 23, 2004-- National Penn Bancshares, Inc. (Nasdaq:
NPBC), announced that NPB Capital Trust III, a Delaware statutory trust
subsidiary of National Penn (the "Trust"), has completed an offering of
$20,000,000 of floating rate (three month LIBOR plus a margin of 2.75%) Capital
Securities (the "Capital Securities"), which represent undivided beneficial
interests in the assets of the Trust.

         The Capital Securities were offered and sold to an initial purchaser in
a private transaction that was not registered under the Securities Act of 1933,
as amended (the "Securities Act"). The initial purchaser intends to sell the
Capital Securities to "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act). The Capital Securities will not be registered under
the Securities Act and may not be offered or otherwise sold in the United States
absent registration or an applicable exemption from such registration
requirements.

         Proceeds of the offering were invested in National Penn. National Penn
anticipates using the proceeds, among other things, (1) to fund part of the cash
portion of the merger consideration to be paid to the shareholders of Peoples
First, Inc. in connection with the merger of Peoples First, Inc. with and into
National Penn; (2) for general corporate purposes, including capital
contributions to National Penn Bank, National Penn's banking subsidiary, to
support its growth strategies; (3) for working capital; (4) to repurchase the
National Penn's common stock in accordance with the provisions of its common
stock repurchase program; and (5) to fund future acquisitions.

         National Penn Bancshares, Inc. is currently a $3.5 billion financial
services company headquartered in Boyertown, PA. NPBC currently operates 66
community offices in southeastern Pennsylvania through National Penn Bank and
its FirstService and HomeTowne Heritage Bank Divisions. Trust and investment
management services are provided through Investors Trust Company and
FirstService Capital, Inc.; brokerage services are provided through Penn
Securities, Inc.; mortgage banking activities are provided through Penn 1st
Financial Services, Inc.; insurance services are provided through FirstService
Insurance Agency, Inc.; and equipment leasing services are provided through
National Penn Leasing Company. National Penn Bancshares, Inc. common stock is
traded on the Nasdaq Stock Market under the symbol "NPBC." Additional
information about the National Penn family is available on National Penn's Web
site at www.nationalpennbancshares.com.


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NPBC Issues Trust Preferred Securities--add 1


         This press release contains forward-looking statements concerning
future events. Actual results could differ materially due to the following risks
and uncertainties -- deteriorating economic conditions; increased competition;
interest rate movements; market volatility in the securities markets;
legislative or regulatory developments; merger-related synergies, savings and
integration issues; technological changes; and other risks and uncertainties
discussed in National Penn's reports filed from time to time with the Securities
and Exchange Commission. National Penn cautions readers not to place undue
reliance on these statements. National Penn undertakes no obligation to publicly
release or update any of these statements.

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