CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         Pursuant to 18 U.S.C. Section 1350, the undersigned officer of National
Penn Bancshares, Inc. (the "Company") hereby certifies that the Company's Annual
Report on Form 10-K for the year ended December 31, 2003 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934, and that the information contained in the
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.


Dated:  March 8, 2004                                /s/Gary L. Rhoads
                                                     ---------------------------
                                               Name:    Gary L. Rhoads
                                              Title:    Treasurer and
                                                        Chief Financial Officer


         The foregoing certification is being furnished solely pursuant to 18
U.S.C. Section 1350 and not for any other purpose.