EXCHANGE RATIO FINALIZED FOR NATIONAL PENN BANCSHARES'
                      ACQUISITION OF ELVERSON NATIONAL BANK


         BOYERTOWN,  PA -- November 23, 1998 -- National Penn  Bancshares,  Inc.
(Nasdaq/NMS:NPBC),  parent company of National Penn Bank, and Elverson  National
Bank (OTC BB:ELVN) today announced that,  after  expiration of a 20 trading days
valuation period, the exchange ratio for the pending merger of Elverson National
Bank into  National Penn Bank has been  finalized at 1.46875  shares of National
Penn Bancshares stock for each share of Elverson National Bank stock.

         The transaction is subject to approval by shareholders of both National
Penn and  Elverson,  at meetings to be held on December 14, 1998.  The Office of
the Comptroller of the Currency approved the transaction in October.  Closing is
anticipated for January 4, 1999.

         Upon completion of the transaction,  Elverson National Bank will retain
its name and operate as a division of National Penn Bank.

         Following  the  acquisition,  National Penn Bank will have assets of $2
billion and an expanded presence in Chester,  Berks and Lancaster  Counties with
the addition of Elverson National Bank's nine community offices.