UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                           WSFS FINANCIAL CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
 -------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                                 --------------
                                 WSFS Financial
                                  Corporation
                                 --------------

                               500 Delaware Avenue
                           Wilmington, Delaware 19801
                                 (302) 792-6000


Dear Stockholder:

     The WSFS Financial  Corporation 2007 Annual Meeting of Stockholders will be
held on April 26, 2007  beginning  at 4:00 p.m. at the Hotel  duPont  located at
Eleventh and Market Streets in Wilmington,  Delaware. Parking validation will be
provided for garage or valet parking at the hotel.

     At the meeting, stockholders will act on the following matters:

     >>   The  election of three  directors to hold office until the 2010 Annual
          Meeting of Stockholders;
     >>   The  ratification  of the  appointment of KPMG LLP as the  independent
          registered public  accountants for the fiscal year ending December 31,
          2007;
     >>   The approval of an amendment to the WSFS  Financial  Corporation  2005
          Incentive  Plan to increase the number of shares  available for award;
          and
     >>   Such other  matters as may  properly  come  before the  meeting or any
          adjournment thereof.

     All stockholders of record of shares of WSFS Financial  Corporation  common
stock at the  close of  business  on March 7, 2007 are  entitled  to vote at the
meeting  and this proxy  statement  and the  enclosed  proxy card were mailed to
stockholders on or about March 26, 2007.

     Your vote is important regardless of how many shares of WSFS stock you own.
Even if you plan to attend the  meeting,  we urge you to ensure that your shares
are  represented  at the meeting by returning the enclosed  proxy card. A return
envelope with pre-paid  postage is enclosed for your  convenience.  Mark on your
proxy card how you wish your shares to be voted,  and please be sure to sign and
date your proxy  card.  Returning  your vote by proxy will not  prevent you from
later voting in person if you do come to the meeting. Please note, however, that
if the stockholder of record for your shares is a broker,  bank or other nominee
and you wish to vote at the  meeting,  you will need to obtain a proxy issued in
your own name from your stockholder of record.

                  Sincerely,

                  /s/Marvin N. Schoenhals

                  Marvin N. Schoenhals
                  Chairman, President and Chief Executive Officer



                                 --------------
                                 WSFS Financial
                                  Corporation
                                 --------------





Contents
                                                                                         
1.   About the Annual Meeting..............................................................           1

2.   Matters to be Voted on at the Meeting.................................................           4

3.   The Proposed Increase in Shares Available for Awards Under the 2005 Incentive Plan....           5

4.   Directors and Officers of WSFS Financial Corporation and Wilmington
        Savings Fund Society, FSB..........................................................          13

5.   Compensation..........................................................................          19

6.   Committees of the Board of Directors..................................................          36
        Executive Committee
        Corporate Governance and Nominating Committee Audit Committee
           Audit Committee Report
        Personnel and Compensation Committee
        Trust Committee

7.   Compensation of the Board of Directors................................................         41

8.   Other Information.....................................................................         44


Audit Committee Charter.................................................................... Appendix A



                                       i



                                 --------------
                                 WSFS Financial
                                  Corporation
                                 --------------

                           1. About the Annual Meeting
                              ------------------------


What is the purpose of the Annual Meeting?

         The WSFS Financial Corporation 2007 Annual Meeting of Stockholders will
be held at the Hotel duPont, Eleventh and Market Streets in Wilmington, Delaware
on April 26, 2007 at 4:00 p.m.  The  business to be  conducted at the meeting is
the election of directors,  the  ratification  of the appointment of KPMG LLP as
our independent  registered public  accountants and an approval for an amendment
to the WSFS Financial  Corporation 2005 Incentive Plan to increase the number of
shares  under the plan.  There will be three board seats up for election at this
year's meeting,  and we have nominated the persons currently filling those seats
for reelection: John F. Downey, Thomas P. Preston and Marvin N. Schoenhals. Each
is  a  longstanding  director  of  WSFS  Financial  Corporation.  You  can  find
information about all of our current directors on page 13.

Why are you sending me a proxy card? What are you going to do with it?

         In order to hold the meeting,  we need to have present, in person or by
proxy, the holders of a majority of WSFS common stock outstanding as of March 7,
2007,  which  was  selected  by the Board of  Directors  as the  record  date to
determine which  stockholders will receive notice of the meeting and be entitled
to vote at the meeting.  As of that date,  there were  6,307,210  shares of WSFS
common stock  outstanding.  We are  providing you with a proxy card so that your
shares can be counted as present at the  meeting and can be voted at the meeting
even if you do not attend the meeting in person.

         Your shares will be voted in accordance  with your  instructions on the
proxy card to vote either for or against  each of the  nominees  for election as
directors,  to  vote  for or  against  or  abstain  on the  ratification  of the
appointment of the independent  registered public accountants and to vote for or
against or abstain  on the  amendment  to the WSFS  Financial  Corporation  2005
Incentive  Plan. If you sign and return the proxy card to us without  indicating
how you wish to vote, we will vote your shares for each of the nominees, for the
ratification of the appointment of the independent registered public accountants
and for the approval of the  amendment to the WSFS  Financial  Corporation  2005
Incentive Plan.

         For  those  shares  that  we have  been  given  a  proxy  we will  have
discretionary authority to vote as we see fit on any procedural matters relating
to the conduct of the meeting. Furthermore, in the event that one or more of our
nominees  is  unable  to stand  for  election  as the  result  of an  unexpected
occurrence,  we may vote  shares  that we have a proxy for in favor of anyone we
select to be a substitute nominee.  Alternatively, we may reduce the size of the
Board to eliminate the vacancy.

                                       1



Why did I receive more than one proxy card?

         If you hold your shares of WSFS stock in more than one account or name,
you will receive  multiple proxy cards and you must return a proxy card for each
account or name in order to vote all of your shares.

Can I revoke my proxy or change my vote?

         Yes. You can change your vote at any time by completing and returning a
new proxy  before  the  meeting.  You may also  revoke  your  proxy by sending a
written notice to WSFS Financial  Corporation,  Attention:  Corporate Secretary,
WSFS Bank Center, 500 Delaware Avenue, Wilmington,  Delaware 19801, or providing
written  notice in person at the  meeting.  If you vote by proxy and then attend
the meeting,  you do not need to vote again in person  unless you want to change
your prior  vote.  Attending  the  meeting in person  will not cancel your proxy
unless you vote in person at the meeting.

How many votes does a nominee need in order to be elected?

         Directors are elected by plurality vote,  meaning that the nominees who
receive the greatest number of votes are elected.  You may vote for a nominee or
you may withhold your vote for a nominee. In a contested election, the number of
seats up for election is less than the number of persons  nominated for election
as directors  and the winning  nominees are the ones who receive more votes than
the other nominees.  In an uncontested  election,  there are enough seats up for
election for all of the nominees so all will be elected as directors  regardless
of the number of votes they each receive. It is our policy,  however, that in an
uncontested  election  any  director  who was elected by less than a majority of
votes in favor of their election  should promptly offer to resign from the Board
and request the Board of Directors to accept or reject the resignation  offer at
the Board's discretion. The Board's Corporate Governance Committee will consider
resignation offers and make its recommendation to the full Board. The Board will
within 90 days accept or reject the director's resignation offer.

How many votes do I have?

         Each share of WSFS  Financial  Corporation  common stock is entitled to
one vote. We do, however, permit cumulative voting in the election of directors,
meaning  that if you have 100 shares and there are three seats up for  election,
you have 300 votes to  distribute  among the  nominees  as you see fit.  You can
distribute them equally and cast 100 votes for each nominee or you may give more
votes to certain nominees,  even giving all 300 votes to a single nominee if you
wish.  You must  attend the  meeting  and vote in person if you want to cumulate
your vote for directors.

         If you give us a proxy to vote  your  shares  at the  meeting,  we will
distribute your votes among the nominees as we see fit. If you do not want us to
use cumulative voting for your shares, you may state that on your proxy card.

                                       2



How many  votes  are  required  to ratify  the  appointment  of the  independent
registered public accountants?

         To be  ratified,  the  appointment  of  KPMG  LLP  as  our  independent
registered public  accountants must receive a majority of the votes cast on that
proposal.

How many votes are  required  to approve  the  amendment  to the WSFS  Financial
Corporation 2005 Incentive Plan?

         To be amended, the WSFS Financial  Corporation 2005 Incentive Plan must
receive a  favorable  vote by a  majority  of all  shares of WSFS  common  stock
outstanding as of the March 7, 2007 record date.

Will members of management and the Board of Directors be at the meeting?

         Yes. Our policy is that all members of the Board of  Directors  and all
senior management officers should attend the annual meeting, and, except for Mr.
Hollowell and Mr. Preston,  all were present at last year's annual  meeting.  We
expect that all directors will attend this year.

Can I ask questions at the meeting?

         Yes. We see the annual meeting as an opportunity  for  stockholders  to
have access to the Board of Directors  and senior  management in a public forum,
and we invite  stockholders  to submit  questions  or comments in advance of the
meeting.  This is an  important  part of the  process  we have  established  for
stockholders  to send  communications  to the Board of  Directors  as well as to
management.

         While  legal  considerations  and  timing  issues  may  prevent us from
answering all questions or addressing all comments,  we believe this dialogue is
helpful in increasing our communication with our stockholders.

         Please send questions to:  WSFS Financial Corporation
                                    Investor Relations
                                    WSFS Bank Center
                                    500 Delaware Avenue
                                    Wilmington, Delaware 19801

                               or:  stockholderrelations@wsfsbank.com


         We will attempt to respond to as many of the  questions and comments we
receive as possible. The questions, comments and responses will be posted on our
website at www.wsfsbank.com.

                                       3



         The  Board  of  Directors  strongly   encourages   communications  from
stockholders.  Stockholders  who  wish to send  communications  to the  Board of
Directors  during the year may do so by writing to the  attention  of Charles G.
Cheleden,  Vice  Chairman  and Lead  Director,  WSFS Bank  Center,  500 Delaware
Avenue, Wilmington, Delaware 19801. In addition, all written communications from
stockholders  received by management are shared with the Board no later than the
next regularly scheduled Board meeting.

If I have a proposal that I want the stockholders to vote on, how do I get it on
the agenda for the meeting?

         The deadline has passed for this year's annual meeting - it is too late
to give us notice of a proposal  that you would  like to be  brought  before the
stockholders for a vote at the 2007 Annual Meeting of Stockholders. We expect to
hold the 2008  Annual  Meeting  in April  2008 and to mail our  proxy  statement
during  March  2008.  To get your  proposal  on the agenda  for the 2008  Annual
Meeting,  you must give us notice no sooner than  December 27, 2007 and no later
than  January 26,  2008.  If you want your  proposal to be included in our proxy
statement  and on our proxy card for the 2008 Annual  Meeting,  we must  receive
your  proposal by  November  27,  2007.  All  notices  and  proposals  should be
addressed  to  the  attention  of  the  Corporate   Secretary,   WSFS  Financial
Corporation, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801.


                    2. Matters to be Voted on at the Meeting
                       -------------------------------------

o    Proposal Number One: Election of Directors

         The Board of Directors is divided  into three  classes,  and each class
serves for a term of three years. This year there are three  directorships to be
filled at the  meeting.  We have  nominated  the  following  three  persons  for
election:

      o    John F. Downey
      o    Thomas P. Preston
      o    Marvin N. Schoenhals

           The Board of Directors recommends a vote in favor of these nominees.
           --------------------------------------------------------------------

o    Proposal  Number  Two:  Ratification  of  the  Appointment  of  Independent
     Registered Public Accounting Firm

         KPMG LLP has served as our  independent  registered  public  accounting
firm since 1994. The Board of Directors has appointed KPMG LLP to continue to be
our independent  registered  public  accounting firm for the current fiscal year
ending  December 31, 2007. The Audit  Committee  evaluated the selection of KPMG
LLP and gave a  recommendation  to the Board in favor of KPMG LLP. We are asking
the stockholders to ratify the Board's decision to appoint KPMG LLP for the 2007
fiscal year.

                                       4



         Representatives  of KPMG LLP are  expected  to be present at the Annual
Meeting to respond to  appropriate  questions and will have the  opportunity  to
make a statement if they desire to do so.

         The Board of Directors  recommends a vote in favor of the  ratification
         -----------------------------------------------------------------------
of KPMG LLP as the independent registered public accounting firm.
-----------------------------------------------------------------

o    Proposal  Number  Three:  Approval of an  Amendment  to the WSFS  Financial
     Corporation 2005 Incentive Plan

         The WSFS  Financial  Corporation  2005  Incentive  Plan was approved by
stockholders at our 2005 annual  meeting.  The purpose of the plan is to promote
the success of WSFS Financial  Corporation by linking the personal  interests of
WSFS   Associates,   officers  and  directors  more  closely  to  those  of  our
stockholders.  The plan also gives WSFS  Associates,  officers and  directors an
additional  incentive for outstanding  performance.  Only 70, 212 shares of WSFS
Financial  Corporation  Common stock  remain  available  for issuance  under the
current plan.

         We are  asking  stockholders  to  approve  an  amendment  to  the  2005
Incentive Plan to set the number of shares of WSFS Financial  Corporation common
stock that may be issued to  Associates,  officers  and  directors  pursuant  to
awards  granted  under the plan at 862,000  shares.  The plan provides that each
share  issued  under the plan  pursuant to an award other than a stock option or
stock  appreciation  right shall reduce the number of available shares under the
plan by four shares.

         More information  about the plan and the proposed  amendment to set the
number of shares  available  under the plan at 862,000 shares is set forth below
under  "The  Proposed  Increase  in Shares  Available  for Award  Under the 2005
Incentive Plan."

                3. The Proposed Increase in Shares Available for
                      Awards under the 2005 Incentive Plan
                      ------------------------------------

         We are  asking  stockholders  to  approve  an  amendment  to  the  WSFS
Financial  Corporation  2005  Incentive Plan to set the number of shares of WSFS
Financial  Corporation  common stock that may be issued to Associates,  officers
and directors  pursuant to awards granted under the plan at 862,000 shares.  The
plan  provides  that each share issued under the plan pursuant to an award other
than a stock  option or stock  appreciation  right  shall  reduce  the number of
available  shares  under the plan by four shares.  As of December 31, 2006,  the
number of shares of WSFS  Financial  Corporation  common  stock  that were still
available for new awards under the 2005 Incentive Plan was 70,212.  The proposed
amendment  would  increase  the  number of shares  available  for new  awards by
462,000, so that 532,212 shares would be available.

                                       5



         The Board of Directors  unanimously  approved the proposed amendment to
         -----------------------------------------------------------------------
the 2005 Incentive Plan to increase the number of shares available for award and
--------------------------------------------------------------------------------
believes  that  the  amendment  is  in  the  best  interest  of  WSFS  Financial
--------------------------------------------------------------------------------
Corporation and its  stockholders.  The Board recommends that  stockholders vote
--------------------------------------------------------------------------------
"FOR" the amendment.
--------------------

         Below is a summary of the plan's  features  and an  explanation  of the
income tax  consequences of awards under the plan to WSFS Financial  Corporation
and the Associates, officers and directors. A copy of the full plan was attached
as Appendix A to the proxy statement for the 2005 annual meeting,  when the plan
was approved by the stockholders. A copy of that proxy statement can be found on
the investor  relations page of our website  www.wsfsbank.com  (select "Investor
Relations"  on the menu found  under  "About  WSFS" and click on  "Documents/SEC
Filings").

         The  proposed  amendment  to the plan will only  change  the  number of
shares of WSFS Financial  Corporation common stock that may be awarded under the
plan. No other changes are being made to the plan at this time.

         At the present time we have two  compensation  plans under which shares
of WSFS  Financial  Corporation  common stock may be issued:  the 2005 Incentive
Plan and the 1997 Stock Option Plan.  As of December  31,  2006,  the  aggregate
number of unexercised  options  outstanding under our plans was 700,427,  with a
weighted average exercise price of $39.50. Options granted in the past under the
1997 Plan may still be exercised, but no new awards may be made under this plan.
Currently, we have only the 2005 Incentive Plan available to make new awards. As
of December 31, 2006, the number of shares of WSFS Financial  Corporation common
stock that were still available for new awards under the 2005 Incentive Plan was
70,212. The proposed amendment would increase the number of shares available for
new awards by 462,000, so that 532,212 shares would be available.

Summary of the Plan

         Permissible Awards. All Associates, officers and directors are eligible
to receive awards under the plan. Currently,  there is a group of 87 Associates,
officers and  directors who have awards  outstanding.  The plan  authorizes  the
granting of awards in any of the following forms:

          o    options to purchase shares of WSFS Financial  Corporation  common
               stock;


          o    stock appreciation  rights,  which equal the increase in the fair
               market  value of a share  of WSFS  Financial  Corporation  common
               stock  between  the date of the  grant  and the  date  the  stock
               appreciation right is exercised;

          o    performance  awards,  which are payable in cash or shares of WSFS
               Financial   Corporation  common  stock  upon  the  attainment  of
               performance   goals  set  by  the  Personnel   and   Compensation
               Committee;

                                       6



          o    shares  of WSFS  Financial  Corporation  common  stock  that  are
               subject  to  a  vesting  period  and  subject  to  forfeiture  in
               accordance  with  terms  set by the  Personnel  and  Compensation
               Committee;

          o    WSFS Financial  Corporation  common stock units,  which represent
               the right to receive shares of WSFS Financial  Corporation common
               stock (or an equivalent  value in cash or other  property) in the
               future,  based upon the attainment of vesting and/or  performance
               criteria set by the Personnel and Compensation Committee;

          o    deferred stock units, which represent the right to receive shares
               of WSFS  Financial  Corporation  common  stock (or an  equivalent
               value in cash or other property) in the future;

          o    dividend  equivalents,  which  represent  a payment  equal to any
               dividends paid on outstanding WSFS Financial  Corporation  common
               stock (or an equivalent value payable in stock or other property)
               for  each  share  of  WSFS  Financial  Corporation  common  stock
               underlying an award;

          o    other  stock-based  awards in the discretion of the Personnel and
               Compensation  Committee,  including  grants of shares of the WSFS
               Financial  Corporation  common  stock  that are not  subject to a
               vesting period or forfeiture; and

          o    cash awards.

         The stock options  granted  under the plan may be either  non-statutory
stock options or incentive stock options. The difference in the tax treatment of
non-statutory  stock  options and  incentive  stock  options is explained  below
"Income Tax Consequences of Awards Under the Plan."

         Shares  Available  for  Awards.  Subject to  adjustment  as a result of
changes in the capital  structure  as  provided  in Article 15 of the plan,  the
aggregate number of shares of WSFS Financial  Corporation  common stock reserved
for issuance pursuant to awards granted under the plan is currently 400,000, and
each share  issued  under the plan  pursuant to an award other than an option or
stock  appreciation  right shall reduce the number of available shares under the
plan by four shares.  If the proposed  amendment is approved by  stockholders at
the 2007 annual  meeting,  the aggregate  number of shares reserved for issuance
pursuant  to awards  granted  under the plan will  increase  by 462,000 and will
become 862,000.  Shares issued under the plan pursuant to an award other than an
option  or stock  appreciation  right  will  continue  to reduce  the  number of
available shares under the plan by four shares.

         Limitations on Awards.  During any single  calendar year, no one person
may be granted stock options and/or stock appreciation rights under the plan for
more than 50,000 shares of WSFS Financial Corporation common stock. In addition,
there is an annual  limit on the  number of shares of common  stock  that may be
granted under the plan in the form of restricted stock,  restricted stock units,
deferred stock units,  performance  shares or other stock-based  awards; no more
than 50,000 shares of WSFS Financial  Corporation common stock to any one person
in a

                                       7



single  calendar  year.  The  plan  limits  the  aggregate  dollar  value of any
performance-based  cash  award  that may be paid to any one  person  during  any
single calendar year to $2.0 million. The plan limits the aggregate maximum fair
market  value  (measured  as of the grant date) of any other  awards that may be
granted to any one person  (less any  consideration  paid by the person for such
award) during any single calendar year to $2.0 million.

         Administration.  The Personnel and Compensation  Committee  administers
the plan and has the authority to:

          o    designate individuals;
          o    determine  the type or  types of  awards  to be  granted  to each
               individual and the number, terms and conditions thereof;
          o    establish,  adopt or revise any rules and  regulations  as it may
               deem advisable to administer the plan; and
          o    make all other decisions and determinations  that may be required
               under the plan.

         Performance  Goals. All options and stock  appreciation  rights granted
under the plan are exempt from the $1.0 million  deduction  limit imposed by the
federal tax laws.  The  Personnel and  Compensation  Committee may designate any
other award  granted  under the plan as a qualified  performance-based  award in
order to make the award fully deductible without regard to such limit.

         If an award is  designated  as exempt  from the  deduction  limit,  the
Personnel and Compensation Committee establishes objective criteria to determine
if a  performance  goal has been met.  The criteria may be expressed in terms of
company-wide objectives or in terms of objectives that relate to the performance
of a particular division, business unit, affiliate,  department or function. The
following criteria may be used:

          o    Revenue
          o    Sales
          o    Profit (net profit,  gross  profit,  operating  profit,  economic
               profit, profit margins or other corporate profit measures)
          o    Earnings  (EBIT,  EBITDA,  earnings per share, or other corporate
               earnings measures)
          o    Earnings per share growth
          o    Net income  (before  or after  taxes,  operating  income or other
               income measures)
          o    Cash (cash flow,  cash generation or other cash measures)
          o    Stock price or performance
          o    Total   stockholder   return  (stock  price   appreciation   plus
               reinvested dividends divided by beginning share price)
          o    Return measures (including, but not limited to, return on assets,
               capital,  equity,  or  sales,  and cash flow  return  on  assets,
               capital, equity, or sales);
          o    Market share
          o    Improvements in capital structure
          o    Expenses (expense  management,  expense ratio, expense efficiency
               ratios or other expense measures)


                                       8



          o    Business    expansion   or   consolidation    (acquisitions   and
               divestitures)
          o    Internal rate of return or increase in net present value
          o    Working  capital  targets  relating to inventory  and/or accounts
               receivable
          o    Planning  accuracy (as measured by comparing  planned  results to
               actual results)

         The Personnel and Compensation  Committee establishes such goals before
the  beginning  of the period for which the  performance  goal  relates (or such
later date as may be permitted under applicable tax regulations).  The Committee
may for any reason  reduce (but not  increase)  any award,  notwithstanding  the
achievement of a specified goal.

         Limitations  on  Transfer.  No award  under the plan may be assigned or
transferred  other  than by will or the  laws of  descent  and  distribution  or
(except  in the case of an  incentive  stock  option)  pursuant  to a  qualified
domestic relations order; provided, however, that the Personnel and Compensation
Committee may permit other transfers where it concludes that a transfer does not
result in  accelerated  taxation,  does not cause any option  intended  to be an
incentive stock option to fail to qualify as an incentive  stock option,  and is
otherwise  appropriate  and  desirable,  taking into account any factors  deemed
relevant,  including without limitation,  any state or federal tax or securities
laws or regulations applicable to transferable awards.

         Acceleration Upon Certain Events. Generally, if an individual's service
terminates by reason of death, disability or retirement:

          o    all of his or her outstanding options,  stock appreciation rights
               and other  awards in the nature of rights  that may be  exercised
               become fully vested and exercisable;

          o    all time-based  vesting  restrictions  on his or her  outstanding
               awards lapse;

          o    the target payout opportunities  attainable under all outstanding
               performance-based  awards are deemed to have been fully earned as
               of the date of termination  based upon an assumed  achievement of
               all relevant performance goals at the "target" level; and

          o    there is a pro rata payout to the individual or his or her estate
               within 30 days after date of termination based upon the length of
               time within the performance  period that has elapsed prior to the
               date of termination.

         If an individual is terminated without cause or resigns for good reason
(as such  terms are  defined  in the plan)  within  two years  after a change in
control, all of such individual's outstanding options, stock appreciation rights
and other  awards in the nature of rights  that may be  exercised  become  fully
vested and  exercisable  and all time-based  vesting  restrictions on his or her
outstanding awards lapse.  Except as otherwise provided in an award certificate,
upon the  occurrence  of a change in control,  the target  payout  opportunities
attainable  under all  outstanding  performance-based  awards would be deemed to
have been fully earned as of the effective date of the change in control and pro
rata  payouts to  individuals  would be made within 30 days after the  effective
date of the change in control based upon an assumed  achievement of all relevant
targeted  performance  goals and upon the length of time within the  performance
period that has

                                       9



elapsed  prior to the change in control.  In  addition,  subject to  limitations
applicable  to certain  qualified  performance-based  awards,  the Personnel and
Compensation  Committee  may  accelerate  awards  for any  other  reason  in its
discretion.  The Personnel and  Compensation  Committee may  discriminate  among
individuals or among awards in exercising such discretion.

         Adjustments.  In the event of a stock  split,  a  dividend  payable  in
shares of common stock,  or a combination or  consolidation  of the common stock
into a lesser number of shares,  the share  authorization  limits under the plan
will automatically be adjusted  proportionately,  and the shares then subject to
each award will automatically be adjusted  proportionately without any change in
the  aggregate  purchase  price for such  award.  If we are  involved in another
corporate  transaction  or event  that  affects  the  common  stock,  such as an
extraordinary   cash   dividend,   recapitalization,   reorganization,   merger,
consolidation,  split-up, spin-off, combination or exchange of shares, the share
authorization  limits under the plan will be adjusted  proportionately,  and the
Personnel and Compensation  Committee may adjust  outstanding awards to preserve
the benefits or potential benefits of the awards.

         Termination and Amendment.  The Board of Directors or the Personnel and
Compensation  Committee  may,  at any time and from time to time,  terminate  or
amend the plan.  Approval  of the WSFS  Financial  Corporation  stockholders  is
required for any amendment to the plan that would:

          o    materially increase the benefits accruing to individuals,
          o    materially  increase the number of shares of stock issuable under
               the plan,
          o    expand the types of awards provided under the plan,
          o    materially   expand  the  class  of   individuals   eligible   to
               participate in the plan,
          o    materially extend the term of the plan
          o    or otherwise constitute a material amendment to the plan.

         No termination or amendment of the plan may adversely  affect any award
previously granted under the plan without the written consent of the individual.

         Prohibition on Repricing. Outstanding stock options cannot be repriced,
directly  or  indirectly,  without  approval of the WSFS  Financial  Corporation
stockholders.  The exchange of an "underwater" option (i.e., an option having an
exercise price in excess of the current market value of the underling stock) for
another award would be considered  an indirect  repricing and would,  therefore,
require stockholder approval.

Certain Federal Tax Effects

         Non-statutory  Stock  Options.  There  will be no  federal  income  tax
consequences  to WSFS  Financial  Corporation  or an  individual  who receives a
non-statutory  stock  option  under the plan.  When an  individual  exercises  a
non-statutory  option,  however,  he or she will recognize ordinary income in an
amount equal to the excess of the fair market value of the common stock received
upon exercise of the option at the time of exercise over the exercise price, and
WSFS Financial Corporation will be allowed a corresponding  deduction.  Any gain
that the  individual

                                       10



realizes  when he or she later sells or  disposes  of the option  shares will be
short-term  or  long-term  capital  gain,  depending on how long the shares were
held.

         Incentive Stock Options.  There typically will be no federal income tax
consequences  to WSFS Financial  Corporation or an individual  upon the grant or
exercise of an incentive stock option. If the individual holds the option shares
for the required  holding period of at least two years after the date the option
was granted or one year after  exercise,  the  difference  between the  exercise
price and the amount realized upon sale or disposition of the option shares will
be long-term  capital gain or loss, and WSFS Financial  Corporation  will not be
entitled to a federal  income tax deduction.  If the individual  disposes of the
option shares in a sale, exchange, or other disqualifying disposition before the
required  holding period ends, he or she will recognize  taxable ordinary income
in an amount equal to the excess of the fair market  value of the option  shares
at the time of exercise over the exercise price, and WSFS Financial  Corporation
will be allowed a federal income tax deduction  equal to such amount.  While the
exercise of an incentive stock option does not result in current taxable income,
the excess of the fair market value of the option shares at the time of exercise
over  the  exercise  price  will  be an  item  of  adjustment  for  purposes  of
determining the individual's alternative minimum taxable income.

         Stock Appreciation Rights. An individual receiving a stock appreciation
right under the plan will not recognize income,  and WSFS Financial  Corporation
will not be allowed a tax deduction,  at the time the award is granted. When the
individual  exercises the stock  appreciation  right, the amount of cash and the
fair market value of any shares of common stock received will be ordinary income
to  the  individual  and  WSFS  Financial  Corporation  will  be  allowed  as  a
corresponding federal income tax deduction at that time.

         Restricted  Stock.  Provided that the award is  nontransferable  and is
subject to a substantial  risk of forfeiture,  an individual  will not recognize
income upon the grant of a restricted stock award and WSFS Financial Corporation
will  not be  allowed  a tax  deduction  if the  individual  does  not  elect to
accelerate recognition of the income to the date of grant. When the restrictions
lapse,  the individual  will recognize  ordinary income equal to the fair market
value of the  common  stock as of that date  (less any amount he or she paid for
the  stock),  and WSFS  Financial  Corporation  will be allowed a  corresponding
federal income tax deduction at that time, subject to any applicable limitations
under the federal tax laws. If the individual  elects to accelerate  recognition
of the income to the date of grant, he or she will recognize  ordinary income at
the time of the grant in an amount  equal to the fair market  value of the stock
on  that  date  (less  any  amount  paid  for the  stock),  and  WSFS  Financial
Corporation will be allowed a corresponding federal income tax deduction at that
time,  subject to any  applicable  limitations  under the federal tax laws.  Any
future  appreciation  in the stock will be taxable to the  individual at capital
gains rates.  However, if the stock is later forfeited,  the individual will not
be able to recover the tax previously paid pursuant to the acceleration.

         Restricted or Deferred  Stock Units.  An individual  will not recognize
income upon the grant of a stock unit award and WSFS Financial  Corporation will
not be allowed a tax  deduction.  Upon receipt of shares of common stock (or the
equivalent value in cash or other property) in settlement of a stock unit award,
an individual  will recognize  ordinary income equal to the fair market value of
the common  stock or other  property  as of that date (less any amount he or she
paid for the stock or property),  and WSFS Financial Corporation will be allowed
a  corresponding

                                       11



federal income tax deduction at that time, subject to any applicable limitations
under federal tax law.

         Performance  Awards. An individual  generally will not recognize income
upon the grant of a performance award and WSFS Financial Corporation will not be
allowed a tax deduction. Upon receipt of shares of cash, stock or other property
in settlement of a performance  award,  the cash amount or the fair market value
of the stock or other property will be ordinary  income to the  individual,  and
WSFS Financial  Corporation  will be allowed a corresponding  federal income tax
deduction at that time, subject to any applicable  limitations under federal tax
laws.

         Dividend  Equivalent  Rights.  An individual will recognize income upon
the receipt of a dividend in connection with dividend equivalent rights and WSFS
Financial  Corporation will recognize a corresponding  tax deduction at the time
the dividend is paid.

Equity Compensation Plan Information

         The following table shows the aggregate  number of unexercised  options
outstanding as of December 31, 2006, the weighted  average  exercise price,  and
the  number of shares of WSFS  Financial  Corporation  common  stock  that as of
December 31, 2006 were still  available for new awards under the 2005  Incentive
Plan. The proposed  amendment would increase the number of shares  available for
new awards by 462,000, so that 532,212 shares would be available.



                                               (a)                  (b)                     (c)
                                                                                    Number of securities
                                                                                    remaining available
                                                                                    for future issuance
                                      Number of securities     Weighted-average        under equity
                                        to be issued upon      exercise price of    compensation plans
                                           exercise of       outstanding options,   (excluding securities
                                      outstanding options,         warrants             reflected in
                                       warrants and rights        and rights            column (a))
                                       -------------------        ----------            -----------
                                                                                     
Equity compensation plans
approved by shareholders(1)                       700,427     $           39.50                70,212

Equity compensation plans not
approved by shareholders(2)                            -                     -                      -
                                     -------------------     -----------------     ------------------
     Total                                       700,427     $           39.50                 70,212
                                     ===================     =================     ==================

____________

(1)  Plans approved by  shareholders  include the 1997 Stock Option Plan and the
     2005  Incentive  Plan.
(2)  There are no  equity  compensation  plans to  disclose.  Stockholders  have
     approved all of the plans under which shares of WSFS Financial  Corporation
     common stock may be issued.

                                       12



             4. Directors and Officers of WSFS Financial Corporation
                    and Wilmington Savings Fund Society, FSB
                    ----------------------------------------

         Listed below is information  about our directors and senior  management
officers.  Currently,  all directors of WSFS Financial Corporation also serve as
directors for its  subsidiary,  Wilmington  Savings Fund Society,  FSB (which we
generally refer to as WSFS Bank).

Current Directors:  Marvin N. Schoenhals,  Charles G. Cheleden,  John F. Downey,
-----------------
Linda C. Drake, David E. Hollowell,  Joseph R. Julian,  Dennis E. Klima, Calvert
A. Morgan, Jr., Thomas P. Preston, Scott E. Reed, Claibourne D. Smith and R. Ted
Weschler.



                     
Marvin N. Schoenhals        > Chairman of WSFS Financial Corporation and WSFS Bank since 1992
                            > President and CEO of WSFS Financial Corporation and WSFS Bank,
                              1990 to 2007
                            > age 59
                            > WSFS Financial Corporation director since 1990
                              current term expires at the 2007 Annual Meeting of Stockholders
                            > Mr. Schoenhals also serves as a director of:
                              Federal Home Loan Bank of Pittsburgh (Chairman)
                              Delaware State Chamber of Commerce

Charles G. Cheleden         > Attorney
                            > age 63
                            > Vice Chairman of WSFS Financial Corporation since 1992
                            > Lead Director of WSFS Financial Corporation since 2004
                            > WSFS  Financial Corporation director since 1990
                              current term expires at the 2008 Annual Meeting of Stockholders

John F. Downey              > Executive Director of the Office of Thrift Supervision from 1989 to 1998
                            > age 69
                            > WSFS Financial Corporation director since 1998
                              current term expires at the 2007 Annual Meeting of Stockholders

Linda C. Drake              > Founder and Chair of TCIM Services, Inc.
                              (a business services and software technology provider)
                            > age 58
                            > WSFS Financial Corporation director since 1999
                              current term expires at the 2009 Annual Meeting of Stockholders
                            > Ms. Drake also serves as a director of: LTD Direct

David E. Hollowell          > Executive Vice President and University Treasurer of the University Delaware
                            > age 59
                            > WSFS Financial Corporation director since 1996
                              current term expires at the 2009 Annual Meeting of Stockholders


                                       13




                   
Joseph R. Julian            > Chairman and CEO of JJID, Inc, a highway construction company
                            > age 69
                            > WSFS Financial Corporation director since 1983
                              current term expires at the 2008 Annual Meeting of Stockholders

Dennis E. Klima             > President, CEO and director of Bayhealth, Inc.
                            > Chairman, CEO and director of Bayhealth Medical Center, Inc.
                            > age 62
                            > WSFS Financial Corporation director since 2004
                              current term expires at the 2008 Annual Meeting of Stockholders

Calvert A. Morgan, Jr.      > Consultant
                            > Former Chairman, President and CEO of PNC Bank, Delaware
                            > age 58
                            > Vice Chairman WSFS Bank since 2006
                            > WSFS Financial Corporation director since 2004
                              current term expires at the 2008 Annual Meeting of Stockholders
                            > Mr. Morgan also serves as a director of: Chesapeake Utilities Corporation

Thomas P. Preston           > Attorney, partner with the law firm of Blank Rome, LLP
                            > age 60
                            > WSFS Financial Corporation director since 1990
                              current term expires at the 2007 Annual Meeting of Stockholders

Scott E. Reed               > Senior Executive Vice President and Chief  Financial Officer of BB&T
                              Corporation (financial holding company and parent of Branch Banking and
                              Trust Company) from 1972 to 2005
                            > age 58
                            > WSFS Financial  Corporation director since 2005
                              current term expires at the 2009 Annual Meeting of Stockholders

Claibourne D. Smith         > Vice President - Technology and Professional Development for E.I. du Pont
                              de Nemours & Company, Incorporated from 1964 to 1998
                            > age 68
                            > WSFS Financial  Corporation  director since 1994
                              current term expires at the 2009 Annual Meeting of Stockholders

R. Ted Weschler             > Managing Member of Peninsula Capital Advisors, LLC
                            > age 45
                            > WSFS Financial Corporation director since 1992
                              current term expires at the 2007 Annual Meeting of  Stockholders
                            > Mr. Weschler is retiring from the Board.
                            > Mr. Weschler also serves as a director for Wilsons The Leather Experts Inc.


Senior Management:          Mark A. Turner, Joseph A. Blair, Stephen A. Fowle, Rodger Levenson,
-----------------           Deborah A. Powell and Richard M. Wright


                                       14




                     
   Mark A. Turner           > Chief Operating Officer/Secretary of WSFS Financial Corporation and WSFS
                              Bank, 2001 to 2007
                            > Chief Financial Officer of WSFS Financial Corporation and WSFS Bank,
                              1998 to 2004
                            > age 43
                            > Mr. Turner joined WSFS Financial Corporation and WSFS Bank in 1996 as
                              Managing Vice President and Controller.  From 1994 to 1996, he was Vice
                              President of Finance for the Capital Markets Division of Meridian Bank, and
                              Vice President of Corporate Development for Meridian Bancorp, both in
                              Reading, Pennsylvania.  Before that, he was a Senior Audit Manager with
                              KPMG LLP in Philadelphia, Pennsylvania.

Joseph A. Blair             < Executive Vice President for the Wealth Management Division of WSFS
                              Bank since 2005
                            > age 54
                            > From 2004 to 2005, Mr. Blair was President and CEO, Commerce Capital
                              Markets, Inc. and from 1999 to 2004 he was an Executive Vice President at
                              Advest Inc,

Stephen A. Fowle            > Executive Vice President and Chief Financial Officer of WSFS Financial
                              Corporation and WSFS Bank since 2005
                            > age 41
                            > From 2000 to 2004, Mr. Fowle was Chief Financial Officer at Third Federal
                              Savings and Loan Association of Cleveland, MHC, in Cleveland, Ohio.  From
                              1994 to 2000, Mr. Fowle was Vice President of Corporate Finance at Robert
                              W. Baird & Co, Incorporated in Milwaukee, Wisconsin, a regional investment
                              banking firm.

Rodger Levenson             > Executive Vice President/Director of Commercial Banking for WSFS Bank
                              since 2006
                            > age 45
                            > From 2003 to 2006 Mr. Levenson was Senior Vice President and Manager at
                              Citizens Bank and from 1986 to 2003 he held a number of positions at
                              Wachovia Bank.

Deborah A. Powell           > Executive Vice President/ Director of Human Resources for WSFS Bank
                              since 2000
                            > age 50
                            > From 1997 to 2000,  Ms Powell was Vice  President of Human Resources at
                              Huffy Service First, a national retail services company.  From 1996 to
                              1997,  she was Human Resources Manager of The Limited-Alliance Data System, a
                              retail call-center operation. From 1991 to 1996, she was National Practice
                              Director of Midwest Resources, Inc., a Human Resources and Organizational
                              Development consulting practice.
                            > Ms Powell has resigned effective April 3, 2007

Richard M. Wright           > Executive Vice President/Director of Retail Banking for WSFS Bank since
                              2006
                            > age 54
                            > From 2003 to 2006 Mr. Wright was Executive Vice President, Retail Banking
                              and Marketing for DNB First in Downingtown, PA.


                                       15



              Ownership of WSFS Financial Corporation Common Stock
              ----------------------------------------------------

         The number of shares of WSFS Financial  Corporation  common stock owned
by the directors and senior management  officers as of March 7, 2007, the record
date set for the 2007 Annual Meeting of Stockholders,  is shown below. The table
also shows the amount of their  shares as a  percentage  of all of the shares of
WSFS Financial Corporation common stock that are outstanding.

         Shares that these individuals could acquire by exercising stock options
are  included in the amounts  shown.  The  individuals  do not all have the same
number of options,  and the  different  amounts are shown below the table.  Only
options that are currently  exercisable  or that will become  exercisable in the
next 60 days have been treated as though the options have been exercised and the
individual owns those shares.

                                       16





                                                     Number of                      Percentage of
                                                     shares (including        WSFS Financial Corporation
                                                     exercisable options*)     common stock outstanding
-------------------------------------------------------------------------------------------------------
                                                                             
Directors:      Marvin N. Schoenhals                   157,787 shares                   2.46 %
                Charles G. Cheleden                     15,450 shares                   0.24 %
                John F. Downey                          12,550 shares                   0.20 %
                Linda C. Drake                          11,450 shares                   0.18 %
                David E. Hollowell                      14,770 shares                   0.23 %
                Joseph R. Julian                        71,326 shares                   1.13 %
                Dennis E. Klima                          5,100 shares                   0.08 %
                Calvert A. Morgan, Jr.                   6,550 shares                   0.10 %
                Thomas P. Preston                       12,842 shares                   0.20 %
                Scott E. Reed                            2,050 shares                   0.03 %
                Claibourne D. Smith                     11,080 shares                   0.18 %
                R. Ted Weschler                         11,750 shares                   0.19 %
Senior
Management:     Mark A. Turner                         118,926 shares                   1.86 %
                Joseph A. Blair                          1,485 shares                   0.02 %
                Stephen A. Fowle                         5,140 shares                   0.08 %
                Rodger Levenson                             -  shares                   0.00 %
                Deborah A. Powell                        7,086 shares                   0.11 %
                Richard M. Wright                          918 shares                   0.01 %

Directors and senior management
  as a group (18 persons)                              466,260 shares                   7.10 %

_____________________
*    Includes  exercisable  options  for  each of the  individuals  as  follows:
     Schoenhals:   108,725,   Cheleden:  6,850,  Downey:  6,850,  Drake:  5,850,
     Hollowell: 3,170, Julian: 6,850, Klima: 750, Morgan: 2,750, Preston: 4,330,
     Reed: 350, Smith: 4,850,  Weschler:  6,850, Turner:  91,275,  Fowle: 2,150,
     Blair: 1,265, Powell: 4,225, and Wright: 725.



             Section 16(a) Beneficial Ownership Reporting Compliance
             -------------------------------------------------------

         Our  officers  and  directors  are  required  to file  forms  with  the
Securities  and  Exchange  Commission  (the  SEC) to  report  changes  in  their
ownership of WSFS Financial  Corporation  common stock.  The forms must be filed
with the SEC generally within two business days of the date of the trade. To our
knowledge,  the only late filings  during 2006 were by Ms Powell who was late in
reporting that she sold the following  shares on the dates shown:  800 shares on
December 14, 2006, 800 shares on December 18, 2006, 1,877 shares on December 21,
2006 and 1,877 shares on December 22, 2006.

                                       17



                         Transactions with Our Insiders
                         ------------------------------

         In the ordinary course of its business as a bank, WSFS Bank makes loans
to our directors, officers and employees. These loans are subject to limitations
and  restrictions  under federal  banking laws and  regulations  and are made on
substantially the same terms,  including interest rate and collateral,  as those
prevailing at the time for comparable  transactions  with other  persons.  These
loans do not  involve  more than the normal  risk of  collectibility  or present
other unfavorable features to WSFS Bank.

         We carefully evaluate any circumstances,  transactions or relationships
that we feel  could  have an  impact  on  whether  the  members  of our Board of
Directors are independent of WSFS Financial  Corporation  and its  subsidiaries,
including WSFS Bank,  and are able to conduct their duties and  responsibilities
as directors  without any personal  interests  that would  interfere or conflict
with those duties and responsibilities.

         All of our  directors  other  than Mr.  Schoenhals  and Mr.  Morgan are
independent.  Mr.  Schoenhals is an Associate of WSFS Financial  Corporation and
WSFS Bank and is not independent by virtue of not being an outside director. Mr.
Morgan is not an independent  director  because at the time he became a director
he was  also  hired  to  serve  as a  special  consultant  to the  Board  and to
management.  Mr.  Morgan has 36 years  experience  in the  banking  industry  in
Delaware and was formerly Chairman, President and CEO of PNC Bank, Delaware. The
Board felt that with his background,  market knowledge,  customer  relationships
and community  involvement,  Mr. Morgan could provide significant  benefits as a
consultant  and  that  it  would  be  appropriate  for him to be  retained  as a
consultant  as well as  serving  on the Board.  Information  about Mr.  Morgan's
compensation in his capacity as a consultant can be found on page 43.

                                       18



                                 5. Compensation
                                    ------------

                      COMPENSATION DISCUSSION AND ANALYSIS


         The following  discussion and analysis of our compensation  programs is
intended  to help  you  understand  our  compensation  policies  and how we make
decisions regarding the compensation of our executive  management.  This section
focuses  on the  material  principles  on which we have  based our  compensation
program and the main  factors we consider in setting the  different  elements of
executive management compensation.


The Role of the Personnel and Compensation Committee of the Board

     Our Personnel and Compensation  Committee (the "Committee")  provides Board
oversight  and  guidance   with  respect  to  the  CEO  and  other   Executives'
compensation, benefits and perquisites. The Committee's primary responsibilities
include:

          o    Approve  and  report to the Board  salary  levels  and  incentive
               compensation  payable  to  the  senior  officers  and  other  key
               Associates of the Company
          o    Recommend  to  the  Board  of  Directors  the   establishment  of
               incentive compensation plans and programs
          o    Recommend   to  the  Board  of   Directors   the   adoption   and
               administration of certain Associate benefit plans and programs of
               the Company
          o    Approve and report to the Board  payment of  additional  year-end
               contributions  by the  Company  under  certain of its  retirement
               plans
          o    Oversee the Company's stock incentive plans
          o    Approve and report to the Board stock incentive awards granted to
               key Associates of the Company
          o    Annually, review and recommend to the Board performance goals and
               objectives  with  respect  to  the   compensation  of  the  Chief
               Executive Officer  consistent with approved  compensation  plans.
               Further,  recommend to the Board compensation levels for the CEO,
               Office of the Chief  Executive  Officer  and all  Executive  Vice
               Presidents of the Company
          o    Determine   whether  to  retain  or  terminate  any  compensation
               consulting  firm used by the Company to assist in the  evaluation
               of director, CEO or senior executive compensation.  Exercise sole
               authority  to  approve  the  terms  and  fees  relating  to  such
               retention
          o    Perform such other functions as are from time to time assigned by
               the Board.

     The  role  of  our  management  is  to  provide   recommendations  for  the
Committee's  consideration and to manage the company's compensation programs and
policies including:

          o    Reviewing compensation programs for competitiveness and alignment
               with WSFS' strategic goals,

          o    Recommending changes, where appropriate,

          o    Recommending pay levels and plan payout for executives other than
               the CEO.

                                       19



         From time to time,  the  Committee  and  management  have  retained the
services of  compensation  consultants  to assist in the design of  compensation
plans and evaluate compensation levels for competitiveness.


What We Are Trying to Achieve With Our Compensation Program

         Our  compensation  programs  are  designed  to  attract  and retain key
Associates by providing total compensation opportunity that is performance based
and competitive with alternatives  available to these  executives.  Our programs
provide  incentives  that  reward  superior  performance   consistent  with  the
interests  of our  shareholders  and with the highest  professional  and ethical
standards.

         The compensation of our executive officers should reflect their success
as a management  team in attaining  key operating  objectives  such as return on
assets,  return on equity and earnings per share growth.  Our  philosophy is for
executive compensation to be competitive with those of our peer companies,  with
the opportunity for extraordinary compensation for extraordinary performance.


What Our Compensation Program is Designed to Reward

         The Committee measures and rewards the executive officers' contribution
through a number of factors including the Company's financial  performance based
on pre-determined metrics and attainment of specific personal goals.

         Our stock price is not a factor in setting  specific  payout levels for
short-term  compensation programs because the price of our stock is subject to a
number of factors  outside the control of  management.  Over time, the Committee
believes strong  operational  results will be reflected in our stock price,  but
the Committee does not wish to encourage or reward short-term focus on our stock
price to the potential  detriment of achieving  corporate  goals and  objectives
that   enhance   long-term   shareholder   value.   Additionally,   equity-based
compensation awards are provided to reinforce alignment of executive performance
with the creation of shareholder value.


Elements of our Compensation Plan and Why We Chose Each Element

         The Committee is responsible for establishing the components and amount
of compensation  paid to our CEO and Executives.  The Committee looks at various
factors in evaluating this compensation, including:

          o    What has the  executive's  performance  been for both the current
               year and prior years?
          o    What is the executive's potential for future development and what
               is the executives  potential to add to the long-term value of the
               company?
          o    What is the executive's immediate level of responsibility?
          o    How much  experience  does the  executive  have within his or her
               current discipline?

                                       20



         The annual  compensation  of our  executive  officers  consists  of the
following elements:

         1. Base Salary

         Base   salaries   are   established   by  comparing   our   executives'
         qualifications,  experience and  responsibilities as well as individual
         performance  and value to the company  with  similar  positions  at our
         peers in order to provide market  competitiveness.  Internal  equity is
         also a consideration.

         2. Bonus

         Our  executives  are eligible for an annual bonus under our  Management
         Incentive Plan (or "MIP") designed to reward for personal  performance,
         performance of the Company and superior  performance as compared to our
         peers.  From time to time,  an executive  may be eligible for a special
         bonus  based  on  a  specific   event  for  which  the   executive  was
         responsible.  From time to time, the Committee or the Board  authorizes
         special   incentive   compensation   plans  for   executives  who  lead
         non-traditional divisions of the Company. These additional plans reward
         executives,  who are in a more  entrepreneurial  setting,  for creating
         strong growth and  additional  value to the Company.  The  compensation
         earned  from  these  plans  may be  more  or less  than  the  incentive
         compensation paid to our Named Executive  Officers (see page 26 for our
         definition of Named Executive Officers).

         3. Equity-based Compensation

         Our  equity-based  compensation  plan is the primary method by which we
         provide  long-term  incentives  to our  executives.  Stock  options are
         typically  awarded annually to our executives.  We believe the granting
         of stock options  aligns the interests of our  executives  more closely
         with those of our stockholders.  Other forms of equity compensation are
         available for award under our plan.  However,  in the recent past,  our
         Named  Executive  Officers have received only stock option awards under
         our plan.

         4. 401(k) Employer Contribution

         We provide a 401(K)  program to encourage  Associates  to  contribute a
         portion  of their  pre-tax  earnings  towards  investments.  We offer a
         Company  match  to all  Associates  enrolled  in  our  401(k)  plan  to
         encourage  Associates  to share the  responsibility  for  investing for
         their  retirement.  The Company  matches the first 5% of an Associate's
         contribution  dollar-for-dollar up to IRS limitations. In addition, the
         Company may contribute a discretionary  profit sharing component to all
         eligible Associates, typically 2% of an Associate's salary, for overall
         financial performance of the Company.

                                       21




         5. Other Perquisites

         The Committee  views the  perquisites  afforded to the executives as an
         element  of  the  total  compensation   program  and  are  provided  to
         facilitate  business  development  and  to  enhance  overall  executive
         productivity consistent with their duties and responsibilities.


How the Company Determines the Amount and/or Formula for Each Element

         We  consider  current and prior  compensation  of each  executive  when
determining future compensation.  Also, we review compensation practices of peer
companies  and  compensation  for  similar  positions  in the market in which we
compete for our executives.

Base
----
         Base salary levels are  determined by the Committee  based on a variety
of factors including:  competitive market compensation and special circumstances
particular to our staffing needs, the expertise and experience of the executive,
corporate and individual  performance in relation to strategic goals established
each year, the recommendation of the CEO (except in the case of his own salary).

         The  Committee  evaluates  many  different  sources of  information  to
determine  appropriate  levels  of base  salaries  for  our  CEO  and  Executive
management.  Our  philosophy is that the base salary should be  competitive  and
responsive to the market,  but not set to be a market leader.  Additionally,  in
setting  salaries,   the  Committee   considers  the  importance  of  linking  a
significant  portion of executive  compensation to long-term  performance of the
company and individual performance, which is done through the bonus program.

Bonus
-----
         Our compensation program provides for a performance-based annual bonus.
The objective is to compensate  executives based on achievement of corporate and
individual  goals that are related to building  franchise  value and shareholder
value.  Each year, the Committee  considers MIP bonus payments based on specific
criteria  set in advance by the  Committee.  The  criteria are based on targeted
objectives with two components:  company  performance and personal  performance.
Company  measures are reviewed and  established  each year by the  Committee and
relate to performance as compared to a peer group of banking companies. Personal
performance  measures  are  discussed  and set by  each  executive  and  his/her
immediate  supervisor.  The Committee reviews and approves  performance measures
for our Chairman and Chief Executive  Officer.  The bonus is intended to provide
the opportunity to reward outstanding performance.

         The Bonus plan's corporate and personal  measurement  criteria,  payout
levels and final payments are described  below.  We have  previously used a peer
group that includes all publicly reporting banks and thrifts with assets between
$1 and $3 billion  with  information  readily  available  via an SNL  Datasource
database (the "Peer Group").

          o    Setting corporate performance measurement criteria. Our strategic
               plan  includes  achieving  the  corporate  performance  of a high
               performing  bank in terms of  return on

                                       22



               assets  (ROA) return on equity (ROE) and earnings per share (EPS)
               growth. Historically,  the Committee has set corporate goals that
               provide  for  higher  bonus  payment  as  the  company   achieves
               performance at a higher percentile of our Peer Group. In 2006, as
               consistent  with the past several  years,  the levels were set as
               follows:
                    o    "Threshold"  performance at the 40th  percentile of our
                         Peer Group,
                    o    "Target" performance at the 60th percentile of our Peer
                         Group and,
                    o    "Maximum"  performance  at the 75th  percentile  of our
                         Peer   Group.   Achieving   "Maximum"   in  all   three
                         performance  criteria has historically been achieved by
                         only 5% to 10% of our Peer Group.  Management receiving
                         a "Maximum" bonus would, therefore, only be achieved by
                         a very high-performing company.

          o    Setting personal performance  measurement criteria. At the outset
               of the year,  executives  develop personal  performance goals for
               the year, which go beyond purely financial measures.  These goals
               include  items over  which the  executive  has direct  impact and
               which build  long-term  franchise  value and  shareholder  value.
               These goals are measurable such that  "Threshold,"  "Target," and
               "Maximum" levels of achievement are designated for each goal.

          o    Setting  bonuses.  The  Committee  reviews and sets bonus  payout
               levels  for  executives  based  on  performance  against  company
               performance goals and personal  performance  goals. The Committee
               believes  that, the more senior the executive the more impact the
               executive  has  on  company  performance.  As a  result,  company
               performance   measurement   criteria   play  a  larger   role  in
               determining the amount of bonus for more senior level  executives
               and personal  performance goals play a larger role in determining
               the  amount of the bonus for less  senior  executives.  The table
               below  presents the relative  importance  of company  performance
               measurement   criteria  and  personal   performance   measurement
               criteria  at  relevant   seniority  levels  for  Named  Executive
               Officers.  The  Committee  also  believes  that  the  portion  of
               variable  income should  increase as the level of  responsibility
               increases and has set the potential  bonus higher as the level of
               responsibility for the executive increases.  The table below also
               presents  the  bonus  payout  (expressed  as  a  percent  of  the
               executive's base salary) at "Threshold,"  "Target," and "Maximum"
               levels of performance.  Payout is interpolated for performance in
               between levels.



------------------------------------------------------------------------------------------------------------
               Percent Weighting of Bonus          Payout Based on Achievement at Each
               Based on                             Performance Level as a Percent of Base Salary
------------------------------------------------------------------------------------------------------------
               Company           Personal
               Performance       Performance       Threshold             Target            Maximum
------------------------------------------------------------------------------------------------------------
                                                                           
CEO               100%              0%                 25%                50%               120%
------------------------------------------------------------------------------------------------------------
COO                75%             25%                 21%                42.5%             100%
------------------------------------------------------------------------------------------------------------
EVP                65%             35%               17.5%                35%               90%
------------------------------------------------------------------------------------------------------------


          o    Measuring  performance.  After the end of the  fiscal  year,  the
               Company's  performance is calculated and compared to "Threshold,"
               "Target,"   and   "Maximum"   levels  to  determine  the  company
               performance  component of the bonus.  ROA, ROE and EPS growth are
               each given equal weighting.  Results against personal performance
               measurement   criteria  are

                                       23



               presented  in a  self-assessment  documented  by  executives  and
               reviewed  by  the  executive's  supervisor.  The  CEO  integrates
               company  performance and personal  performance  results using the
               criteria  detailed  in  the  preceding  table  and  presents  the
               Committee with bonus  recommendations.  Under the bonus plan, the
               committee also retains the discretion to increase bonus levels in
               the case of superior  performance  by an executive,  or lower the
               bonus in appropriate  circumstances.  The Committee has exercised
               that authority on a number of occasions.

         From  time to time,  the  Committee  or the  Board  authorizes  special
incentive  compensation plans for executives who lead non-traditional  divisions
of the  Company.  These  additional  plans reward  executives  who are in a more
entrepreneurial  setting for creating strong growth and additional  value to the
Company.  The compensation  earned from these plans may be more or less than the
incentive compensation paid to our Named Executive Officers.


Stock Options
-------------
         We  typically  award  stock  option  grants in December of each year to
coincide  with a regularly  scheduled  meeting of the Committee and the Board of
Directors.  Grants  may be made  during  other  times  of the  year  in  special
circumstances,  such  as the  hiring  of a new  executive.  The  grant  date  is
established  when the  Committee  approves the grant and all key terms have been
determined.  We previously used the average of the high and low market prices on
the grant date to set the  exercise  price.  Beginning  in  December  2006,  the
exercise  price of our stock options are set as the market  closing price on the
grant date.  Award  levels are based on a formula that grants  aggregate  option
"value" (defined as strike price times number of options) at a set percentage of
the executive's base salary.  Senior  executives are granted options at a higher
percentage of their salary than less senior executives.  Awards may be increased
or  decreased  based on the  assessed  long term career  potential  value of the
executive,  the executive's  performance and practices at peer  organizations as
recommended by the CEO and approved by the Committee.

401(k)
------
         Executives'  participation  in our 401(k) Plan is  identical to that of
all our Associates  except that  consideration  for additional  compensation  is
provided to executives to provide these executives with  compensation due to the
limitations on their deferrals and matching  contributions  for salary levels in
excess of the limitations  under the 401(k) plan imposed by the Internal Revenue
Code.  This  additional   compensation  has  traditionally  taken  the  form  of
additional stock options.

Perquisites
-----------
         Perquisites  are  granted  to  executives  for  specific  reasons,   as
identified by the Committee or is identified by the CEO and  recommended  to the
Committee.   In  the  past,  these  prerequisites  have  included  country  club
memberships,  which  are  provided  to  assist in  business  development  and to
maintain  competitiveness  of  overall  compensation  packages,  and items  like
personal  financial  consulting  and  travel  allowances  for  business  use  of
personally-owned   vehicles  to   increase

                                       24



overall  executive  productivity.  Additionally,  relocated  executives  may  be
reimbursed for relocation-related  costs. We may provide a tax gross-up for some
of the perquisites offered.


Peer Group Review

         The Committee  regularly  monitors the compensation  programs of a peer
group of banks  and  thrifts.  Approximately  every  three  to four  years,  the
committee has an outside consultant review our compensation  program.  From time
to time, in the years between the outside consultant's review, the committee can
look at the  compensation  information in the proxy  statements in a sampling of
the peer group companies to compare it to our executives' compensation.

         The Committee  most  recently  retained a consultant  during 2004.  The
consultant's  study, using 2003 data,  compared the compensation of eight of our
senior management officers to similar positions at high performing  institutions
over a  three-year  period.  The criteria  includes a comparison  to peer groups
using 53  publicly-held  companies.  The companies  have been grouped into three
peer groups to identify market compensation  practices at (1) 22 high performing
banks and  thrifts  of  comparable  size,  (2) a cross  section  of 45 banks and
thrifts of comparable size and (3) a geographical  peer group of up to 19 banks,
thrifts and related financial services companies located in Delaware,  Maryland,
New Jersey and Pennsylvania.  Some companies have appeared in one or more of the
peer groups.

         The  consultant  concluded  based on that study  that our  compensation
practices are competitive and the levels of total compensation were appropriate.
While  there were minor  deviations,  total  compensation  for each of the eight
positions  that were  assessed was generally in middle of the range of the total
compensation paid by the peer group companies. The consultant did recommend that
the  committee  consider  enhancing  the  long-term  incentive  component of our
executive  compensation  program.  After  careful  consideration,  the committee
concluded that the overall  compensation  program was functioning  appropriately
and consequently made no changes in long-term  incentive  component of executive
compensation.


Tax Considerations on Our Executive Compensation

         Code Section  162(m) - Section  162(m) of the Internal  Revenue Code of
1986, as amended ("Code Section 162(m)") provides that compensation in excess of
$1 million paid to the Chief Executive  Officer or to any of the other four most
highly compensated executive officers of a public company will not be deductible
for federal income tax purposes  unless such  compensation is paid in accordance
with one of the listed  exceptions  described  in Code Section  162(m).  We have
attempted to structure our compensation  programs so that compensation paid will
be tax deductible.  The  deductibility  of some types of compensation  payments,
however,  can depend  upon the timing of an  executive's  vesting or exercise of
previously granted rights. Interpretations of and changes in applicable tax laws
and  regulations,  as well as other factors beyond our control,  also can affect
deductibility of compensation.

                                       25



         Code  Sections  280G and 4999 - Sections  280G and 4999 of the Internal
Revenue  Code of 1986,  as amended  ("Code  Sections  280G and 4999")  limit our
ability to take a tax deduction for certain "excess parachute  payments" as they
are defined in those  sections and impose  excise taxes on each  executive  that
receives  "excess  parachute  payments" in connection  with  severance  from our
Company  due to a change in control.  The  Committee  considers  the adverse tax
liabilities imposed by Code Sections 280G and 4999, as well as other competitive
factors when it structures certain post-termination  compensation payable to our
Named  Executive  Officers.  We do not  anticipate  that any payments to be made
related to a change in control  will  result in  non-deductible  payments  under
Section 280G of the Code,  however,  the  Committee has the authority to approve
such payments on a case by case basis if it determines that such  non-deductible
payments would be appropriate.


                   Personnel and Compensation Committee Report

         We  have  reviewed  and  discussed  with  management  the  Compensation
Discussion and Analysis to be included in the Company's 2007 Shareholder Meeting
Schedule 14A Proxy  Statement  filed pursuant to Section 14(a) of the Securities
Exchange  Act of 1934  (the  "Proxy").  Based  on the  reviews  and  discussions
referred to above, we recommend to the Board of Directors that the  Compensation
Discussion and Analysis referred to above be included in the Company's Proxy.

Personnel and Compensation Committee
Claibourne D, Smith, PhD, Chairman       Linda C. Drake
David E. Hollowell                       Thomas P. Preston
Dennis E. Klima                          R. Ted Weschler


                           COMPENSATION OF EXECUTIVES

         In accordance with the requirements of the United States Securities and
Exchange  Commission,  which regulates the disclosures  made by public companies
such as us, the individuals whose  compensation is discussed in this section are
(1) Marvin N. Schoenhals  because he served as our Principal  Executive  Officer
during 2006,  (2) Stephen A. Fowle because he served as our Principal  Financial
Officer during 2006, (3) Mark A. Turner, (4) Karl A. Johnston and (5) Deborah A.
Powell  because their total  compensation  placed them in the group of the three
highest  paid  executives  for 2006  other  than  the  principal  executive  and
principal financial  officers.  As a group, we also refer to these executives as
our Named Executive  Officers in this Proxy. The following is information  about
the compensation of our Named Executive Officers.

         The information for these executives is organized according to the type
of  compensation.  First,  we show their overall total  compensation,  including
their salaries,  bonuses, option awards and certain other compensation,  such as
the matching  contribution  made to their 401(k) plan  investment,  country club
dues and automobile  allowances.  Then, we explain in more detail the particular
types of compensation  these  executives have received and could receive if they
are terminated as officers.

                                       26



SUMMARY COMPENSATION TABLE

     The following  table  summarizes the  compensation  of each Named Executive
Officer for the year ended December 31, 2006.

                                            SUMMARY COMPENSATION TABLE



--------------------------------------------------------------------------------------------------------------
 Name and Principal Position    Year        Salary        Bonus        Option        All Other        Total
                                             ($)           ($)         Awards       Compensation       ($)
                                                                                
                                                                     ($)             ($)
--------------------------------------------------------------------------------------------------------------
Marvin N. Schoenhals,           2006      $ 437,500    $ 236,000     $ 339,178         $ 39,044    $1,051,722
Chairman, President and Chief
Executive Officer
--------------------------------------------------------------------------------------------------------------
Stephen A. Fowle, Executive     2006        186,000       80,000        35,177           30,427       331,604
Vice President and Chief
Financial Officer
--------------------------------------------------------------------------------------------------------------
Mark A. Turner,                 2006        262,000      148,000       111,597           27,420       549,017
Chief Operating Officer
--------------------------------------------------------------------------------------------------------------
Karl L. Johnston,               2006        240,583      135,000        83,499           45,155       504,237
Chief Operating Officer
--------------------------------------------------------------------------------------------------------------
Deborah A. Powell,  Director    2006        165,062       63,000        37,182           31,924       297,168
of Human Resources
--------------------------------------------------------------------------------------------------------------



For 2006, Mr. Schoenhals  earned a base salary of $437,000,  a bonus of $236,000
and option  awards  worth  $339,178.  The bonus and option  awards  reflect  the
Company's  achievement of specific  financial  goals for the year as well as the
Committee's  assessment of Mr.  Schoenhals'  contribution  to the achievement of
those goals.  Factors  considered by the Committee in assessing Mr.  Schoenhals'
contribution  included  the  strength  of  his  leadership  in  formulating  and
executing our business strategy. In addition, Mr. Schoenhals' other compensation
in 2006 included personal financial planning services of $13,725, a contribution
made by the Company into his 401(k) plan of $11,000,  country  club  memberships
and an automobile expense allowance.

For 2006,  Mr. Fowle  earned a base salary of  $186,000,  a bonus of $80,000 and
option awards worth  $35,177.  The bonus and option awards reflect the Company's
achievement of specific  financial goals for the year as well as the Committee's
assessment  of Mr.  Fowle's  contribution  to the  achievement  of those  goals.
Factors  considered  by the  Committee in  assessing  Mr.  Fowle's  contribution
included  the  strength of his  leadership  in  formulating  and  executing  our
business strategy. In addition,  Mr. Fowle's other compensation in 2006 included
personal  financial  planning  services of $15,000,  a contribution  made by the
Company into his 401(k) plan of $11,000, and a country club membership.

For 2006,  Mr. Turner earned a base salary of $262,000,  a bonus of $148,000 and
option awards worth $111,597.  The bonus and option awards reflect the Company's
achievement of specific  financial goals for the year as well as the Committee's
assessment  of Mr.  Turner's  contribution  to the  achievement  of those goals.
Factors  considered  by the  Committee in assessing  Mr.  Turner's  contribution
included  the  strength of his  leadership  in  formulating  and  executing  our
business strategy. In addition, Mr. Turner's other compensation in 2006 included
personal  financial  planning  services of $10,150,  a contribution  made by the
Company  into his 401(k)  plan of  $11,000,  a country  club  membership  and an
automobile expense allowance.

                                       27



For 2006, Mr. Johnston earned a base salary of $240,583, a bonus of $135,000 and
option awards worth  $83,499.  The bonus and option awards reflect the Company's
achievement of specific  financial goals for the year as well as the Committee's
assessment of Mr.  Johnston's  contribution  to the  achievement of those goals.
Factors  considered by the Committee in assessing  Mr.  Johnston's  contribution
included  the  strength of his  leadership  in  formulating  and  executing  our
business  strategy.  In addition,  Mr.  Johnston's  other  compensation  in 2006
included personal financial planning services of $23,359, a contribution made by
the Company into his 401(k) plan of $11,000,  a country club  membership  and an
automobile expense allowance.

For 2006,  Ms Powell  earned a base salary of  $165,062,  a bonus of $63,000 and
option awards worth  $37,182.  The bonus and option awards reflect the Company's
achievement of specific  financial goals for the year as well as the Committee's
assessment  of Ms  Powell's  contribution  to the  achievement  of those  goals.
Factors  considered  by the  Committee  in  assessing  Ms Powell's  contribution
included  the  strength of her  leadership  in  formulating  and  executing  our
business strategy.  In addition, Ms Powell's other compensation in 2006 included
personal  financial  planning  services of $12,750,  a contribution  made by the
Company  into her 401(k)  plan,  a country  club  membership  and an  automobile
expense allowance.

                           Grants of Stock and Options

         As a performance incentive,  to encourage ownership of Common Stock and
to further  align the interests of management  and  stockholders,  the Committee
grants stock options to the CEO and Executive Management.

         The  following  table  shows the shares of WSFS  Financial  Corporation
stock options granted during 2006 to each individual.

                           GRANT OF PLAN-BASED AWARDS


-------------------------------------------------------------------------------------------------
                                                  All Other
                                                Stock Awards:      Exercise of
                                                  Number of       Base Price of    Grant Date
                                                 Securities          Option       Fair Value of
                                   Grant         Underlying          Awards         Option
Name                               Date          Options (#)         ($/Sh)         Awards
-------------------------------------------------------------------------------------------------
                                                                       
Marvin N. Schoenhals            12/13/06             13,300        $ 65.20           $ 176,111
-------------------------------------------------------------------------------------------------
Stephen A. Fowle                02/22/06                800          62.78              11,936
                                12/13/06              3,800          65.20              50,318
-------------------------------------------------------------------------------------------------
Mark A. Turner                  12/13/06              6,850          65.20              90,704
-------------------------------------------------------------------------------------------------
Karl L. Johnston                     -                    -              -                   -
-------------------------------------------------------------------------------------------------
Deborah A. Powell               12/13/06              3,300          65.20              43,697
-------------------------------------------------------------------------------------------------



         Under our 2005 Incentive  Plan, we issued  incentive and  non-qualified
option  grants to the CEO and  executive  officers in 2006.  The options have an
exercise  price  equal to the closing  stock  price of WSFS common  stock at the
grant  date.  The grants  vest  equally  over four years and expire on the fifth
anniversary of the grant date. The Black-Scholes  option-pricing  model was used
to determine the grant-date fair-value of these options.

         The number of shares granted to executives under the plan is based on a
calculation  related to the  executive's  base salary and may be adjusted by the
Committee.  In addition,  the CEO and executives received  non-qualified  option
grants to  compensate  them for the  limitations  imposed

                                       28



by Internal Revenue Service Code on highly compensated executives with regard to
qualified compensation plans, specifically the company's 401(k) plan.

         No  options  were  re-priced,  nor were any  modifications  made to any
outstanding option during 2006.

         Under the terms of our 2006  Incentive  Plan,  Ms Powell  forfeited the
options granted to her in 2006 due to her resignation effective April 3, 2007.


            Outstanding Equity Awards Value at Fiscal Year-End Table

         The  following  table  shows  the  number  and  exercise  price  of all
unexercised  options held by Named  Executive  Officers as of December 31, 2006.
The awards are listed in order of grant  date.  The  shorter  option  expiration
dates of more recent grants are due to a change from ten years to five years. No
stock awards have been granted to Named Executive  Officers,  therefore none are
shown in the table.

                                       29



                  Outstanding Equity Awards at Fiscal Year-End


------------------------------------------------------------------------------------------------------------
                                                        Option Awards
------------------------------------------------------------------------------------------------------------
                                   Number      Number of         Equity Incentive
                                     of        Securities          Plan Awards:
                                 Securities    Underlying            Number of
                                 Underlying   Unexercised           Securities
                                Unexercised     Options             Underlying      Option
                                  Options                           Unexercised    Exercise      Option
                                    (#)           (#)            Unearned Options   Price      Expiration
Name                            Exercisable  Unexercisable              (#)          ($)          Date
------------------------------------------------------------------------------------------------------------
                                                                                
Marvin N. Schoenhals (1)          20,400              -              20,400         $14.88       02/24/10
                                  26,040              -              26,040          10.81       11/16/10
                                   9,200              -               9,200          14.88       11/16/10
                                  24,980              -              24,980          17.20       12/19/11
                                  13,440          3,360              16,800          33.40       12/19/12
                                   7,590          5,060              12,650          43.70       12/18/13
                                   3,800          5,700               9,500          58.75       12/16/14
                                   3,275          9,825              13,100          63.67       12/15/10
                                       -         13,300              13,300          65.20       12/13/11
------------------------------------------------------------------------------------------------------------
Stephen A. Fowle (2)                 600          2,400               3,000          60.00       01/03/15
                                     750          2,250               3,000          63.67       12/15/10
                                       -            800                 800          62.78       02/22/11
                                       -          3,800               3,800          65.20       12/13/11
------------------------------------------------------------------------------------------------------------
Mark A. Turner (3)                 4,280              -               4,280          14.88       05/19/09
                                   9,413              -               9,413          14.88       11/18/09
                                  11,087              -              11,087          11.31       01/26/10
                                  14,300              -              14,300          10.81       11/16/10
                                   1,700              -               1,700          14.88       11/16/10
                                  21,000              -              21,000          17.20       12/19/11
                                   8,000          2,000              10,000          17.35       02/28/12
                                  10,320          2,580              12,900          33.40       12/19/12
                                   4,620          3,080               7,700          43.70       12/18/13
                                   2,380          3,570               5,950          58.75       12/16/14
                                   2,175          6,525               8,700          63.67       12/15/10
                                       -          6,850               6,850          65.20       12/13/11
------------------------------------------------------------------------------------------------------------
Karl L. Johnston (4)                   -          2,000               2,000          17.35       02/28/12
                                       -          2,020               2,020          33.40       12/19/12
                                   1,070          2,140               3,210          43.70       12/18/13
                                   2,300          3,450               5,750          58.75       12/16/14
                                   1,412          4,238               5,650          63.67       12/15/10
------------------------------------------------------------------------------------------------------------
Deborah A. Powell (5)(6)           1,540              -               1,540          17.20       12/19/11
                                     860            860               1,720          33.40       12/19/12
                                     350            700               1,050          43.70       12/18/13
                                     800          1,200               2,000          58.75       12/16/14
                                     675          2,025               2,700          63.67       12/15/10
                                       -          3,300               3,300          65.20       12/13/11
------------------------------------------------------------------------------------------------------------


                                       30



(1)  For Mr. Schoenhals, of the 3,360 unvested options expiring on 12/19/12, all
     3,360 vest on 12/19/07; of the 5,060 unvested options expiring on 12/18/13,
     2,530 vest on 12/18/07  and 2,530 vest on 12/18/08;  of the 5,700  unvested
     options  expiring  on  12/16/14,  1,900  vest on  12/16/07,  1,900  vest on
     12/16/08 and 1,900 vest on 12/16/09; of the 9,825 unvested options expiring
     on 12/15/10,  3,275 vest on 12/15/07, 3,275 vest on 12/15/08 and 3,275 vest
     on 12/15/09;  of the 13,300 unvested  options  expiring on 12/13/11,  3,325
     vest on  12/13/07,  3,325 vest on 12/13/08,  3,325 vest on 12/13/09,  3,325
     vest on 12/13/10.

(2)  For Mr. Fowle, of the 2,400 unvested options  expiring on 1/3/15,  600 vest
     on 1/3/07,  600 vest on 1/3/08,  600 vest on 1/3/09 and 600 vest on 1/3/10;
     of the 2,250 unvested options  expiring on 12/15/10,  750 vest on 12/15/07,
     750 vest on 12/15/08 and 750 vest on 12/15/09;  of the 800 unvested options
     expiring on 2/22/11,  200 vest on 2/22/07, 200 vest on 2/22/08, 200 vest on
     2/22/09 and 200 vest on 2/22/10;  of the 3,800 unvested options expiring on
     12/13/11,  950 vest on 12/13/07, 950 vest on 12/13/08, 950 vest on 12/13/09
     and 950 vest on 12/13/10.

(3)  For Mr. Turner,  of the 2,000  unvested  options  expiring on 2/28/12,  all
     2,000 vest on 2/28/07;  of the 2,580 unvested options expiring on 12/19/12,
     all 2,580 vest on  12/19/07;  of the 3,080  unvested  options  expiring  on
     12/18/13,  1,540 vest on 12/18/07 and 1,540 vest on 12/18/08;  of the 3,570
     unvested options expiring on 12/16/14,  1,190 vest on 12/16/07,  1,190 vest
     on  12/16/08  and 1,190 vest on  12/16/09;  of the 6,525  unvested  options
     expiring on 12/15/10,  2,175 vest on  12/15/07,  2,175 vest on 12/15/08 and
     2,175 vest on 12/15/09; of the 6,850 unvested options expiring on 12/13/11,
     1,712 vest on  12/13/07,  1,713 vest on  12/13/08,  1,712 vest on 12/13/09,
     1,713 vest on 12/13/10.

(4)  For Mr. Johnston,  of the 2,000 unvested  options expiring on 2/28/12,  all
     2,000 vest on 2/28/07;  of the 2,020 unvested options expiring on 12/19/12,
     all 2,020 vest on  12/19/07;  of the 2,140  unvested  options  expiring  on
     12/18/13,  1,070 vest on 12/18/07  and 1,070 vest on 12/1/08;  of the 3,450
     unvested options expiring on 12/16/14,  1,150 vest on 12/16/07,  1,150 vest
     on  12/16/08  and 1,150 vest on  12/16/09;  of the 4,238  unvested  options
     expiring on 12/15/10,  1,413 vest on  12/15/07,  1,412 vest on 12/15/08 and
     1,413 vest on 12/15/09.

(5)  For Ms Powell,  of the 860 unvested options  expiring on 12/19/12,  all 860
     vest on 12/19/07;  of the 700 unvested  options  expiring on 12/18/13,  350
     vest on 12/18/07 and 350 vest on 12/18/08;  of the 1,200  unvested  options
     expiring on 12/16/14,  400 vest on  12/16/07,  400 vest on 12/16/08 and 400
     vest on 12/16/09;  of the 2,025 unvested options expiring on 12/15/10,  675
     vest on 12/15/07,  675 vest on 12/15/08  and 675 vest on  12/15/09;  of the
     3,300 unvested options expiring on 12/13/11, 825 vest on 12/13/07, 825 vest
     on 12/13/08, 825 vest on 12/13/09 and 825 vest on 12/13/10.

(6)  Ms  Powell  resigned  effective  April  3,  2007.  In  accordance  with the
     provisions of our option plans, all unvested options expire on that date.

                                       31



             Exercises of Options and Vesting of Shares During 2006

     The following  table shows the number of options  exercised by the officers
during the fiscal year ended December 31, 2006.  Since no officer received stock
awards, no vesting of stock awards is shown.

                        Option Exercises and Stock Vested

        ---------------------------------------------------------------------
                                                  Option Awards
        ---------------------------------------------------------------------
                    Name                      Number of        Value Realized
                                               Shares            on Exercise
                                              Acquired               ($)
                                             on Exercise
                                                 (#)
        ---------------------------------------------------------------------
        Marvin N. Schoenhals                    78,640          $3,706,143
        ---------------------------------------------------------------------
        Stephen A. Fowle                             -                   -
        ---------------------------------------------------------------------
        Mark A. Turner                               -                   -
        ---------------------------------------------------------------------
        Karl L. Johnston                        16,740             678,262
        ---------------------------------------------------------------------
        Deborah A. Powell                        9,440             374,163
        ---------------------------------------------------------------------


Employment Agreements and Severance Policy

     None of our Named  Executive  Officers  are covered by a formal  employment
agreement.  However,  we have a severance  policy that  provides for payments to
Executive Vice Presidents and to Chief Operating Officers if their employment is
terminated without cause or following a change of control of the Company.

Termination without cause - Executives covered by this policy who are terminated
without  cause are  provided a minimum of six months  severance  and one year of
professional level  outplacement.  If the executive does not find new employment
within six months after  termination,  severance pay would  continue for another
six months, or until the executive found employment,  whichever  occurred first.
If the  executive  found  another  job at a lower  rate of pay  than  previously
received at the Company,  then we would make up the difference  until the second
six-month  period ends.  Health benefits would continue at the general  employee
rate through the severance period.

                                       32



Change in control - Executives covered by this policy who are terminated without
cause  within  one year  following  a change  in  control  or who are  offered a
position  with the new  entity  that is not  within  35  miles of their  current
work-site at their current WSFS salary and bonus  opportunity,  would receive 24
months base salary severance  reduced by the value arising from the acceleration
of stock option  vesting  triggered by the change in control as permitted  under
our stock  incentive  plans.  The  deduction  for the  value of the  accelerated
vesting  would be  limited  to no more than 12 months of the  24-month  payment.
Twelve  months of  executive  level  outplacement  would be  offered  and health
benefits  would  continue at the general  Associate  rate  through the  24-month
period.

         If an executive  decides to leave the Company after a change in control
after being  offered the same salary and bonus  opportunity  and the position is
within 35 miles of their work location,  then the value of the severance benefit
would equal at least 12 months base pay. The severance benefit calculation would
include the value of accelerated  vesting of stock options.  If the value of the
accelerated  vesting of stock options were less than 12 months of base pay, then
severance pay would be added to the value of the accelerated options so that the
total  benefit  would  equal 12 months of base pay.  Six months of  professional
level  outplacement  would be offered and health  benefits would continue at the
general Associate rate through a 12-month period. It is not anticipated that any
severance  payments  resulting from a change in control will cause such payments
to be  non-deductible  as an "excess  parachute  payment" as defined by Internal
Revenue Code Sections 280G and 4999.  The Committee does retain the authority to
approve non-deductible severance payments associated with a change in control on
a case-by-case basis.

         Mr.  Schoenhals  is not included in the  severance  policy and does not
have a severance agreement with the Company.

         Mr. Johnston ceased full-time  employment as a Chief Operating  Officer
on January 2, 2007 and is no longer  eligible for severance  benefits under this
policy.

         Ms Powell is no  longer  eligible  for  severance  benefits  due to her
resignation effective April 3, 2007.

                                       33



Potential Payments Upon Termination or Change in Control

     The following table shows the payments that the officers could  potentially
receive  upon  termination  of their  employment  or a change of  control of the
Company at December 31, 2006.



-----------------------------------------------------------------------------------------------------------
                                            Before Change in       After Change in
                                                Control                Control

                                              Termination            Termination
                                            Without Cause or      Without Cause or
                                            Termination for        Termination for
Name             Benefit                      Good Reason            Good Reason      Death     Disability
-----------------------------------------------------------------------------------------------------------
                                                                              
Marvin N.            Severance pay              $      -               $      -     $100,000     $278,423
Schoenhals            Outplacement
                          services                     -                      -            -            -
                    Option vesting                                      331,869      331,869      331,869
                   Health benefits                     -                      -            -            -
                                                --------               --------     --------     --------
                       Total Value                     -                331,869      431,869      610,292
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Stephen A.           Severance pay               187,200                340,539       50,000       38,400
Fowle                 Outplacement
                          services                10,000                 10,000            -            -
                    Option vesting                                       33,861       33,861       33,861
                   Health benefits                 7,730                 15,462            -            -
                                                --------               --------     --------     --------
                       Total Value               204,930                399,862       83,861       72,261
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Mark A. Turner       Severance pay               266,000                266,000      100,000      105,846
                      Outplacement
                          services                10,000                 10,000            -            -
                    Option vesting                     -                319,540      319,540      319,540
                   Health benefits                     -                      -            -            -
                                                --------               --------     --------     --------
                       Total Value              276,000                 595,540      419,540      425,386
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Karl L.              Severance pay               242,500                242,500      100,000      103,279
Johnston              Outplacement
                          services                10,000                 10,000            -            -
                    Option vesting                     -                258,640      258,640      258,640
                   Health benefits                     -                      -            -            -
                                                --------               --------     --------     --------
                       Total Value               252,500                511,140      358,640      361,919
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Deborah A.           Severance pay               166,062                264,901      100,000       55,935
Powell                Outplacement
                          services                10,000                 10,000            -            -
                    Option vesting                     -                 67,223       67,223       67,223
                   Health benefits                 4,233                  8,466            -            -
                                                --------               --------     --------     --------
                       Total Value               180,295                350,590      167,223      123,158
-----------------------------------------------------------------------------------------------------------


o    The amount for  outplacement  services are based on  management's  estimate
     based on discussions with outplacement providers.
o    Option  vesting  is based on an  assumed  value of  $66.93  per WSFS  share
     reflecting the closing price on December 31, 2006.

                                       34



o    The amount for health  benefits  represents the premium paid by the Company
     reduced by amount paid by the Associate.
o    Disability  benefits  are based on years of service.  We offer two weeks of
     disability benefits for each year of service.
o    Severance  payments  following a change in control are subject to reduction
     if such payments would exceed the  deductibility  limits under Section 280G
     of the Internal  Revenue Code,  unless the Committee  were to  specifically
     authorize  such  non-deductible  payments  at that  time on a  case-by-case
     basis.


Retirement Plans

         We do not maintain a  tax-qualified  non-contributory  retirement  plan
(pension  plan).  However,  we do provide  continuation  of medical  benefits to
Associates who retire from the company,  should they elect to participate in the
benefit. We provide supplemental contributions toward retiree continuing medical
coverage costs. For 2006, our contribution towards this supplement was capped at
$2,219 per retiree, but may have been less based on length of service at time of
retirement of each retiree  irrespective of annual  increases to the cost of the
medical benefit premium. We limit our increases to no more than 4% annually.

                                       35



                     6. Committees of the Board of Directors
                        ------------------------------------

         There are four main committees of the Board of Directors: the Executive
Committee,   the  Corporate  Governance  and  Nominating  Committee,  the  Audit
Committee and the Personnel and Compensation Committee.

Executive Committee
-------------------

         Currently,  Marvin N.  Schoenhals  acts as  Chairman  of the  Executive
Committee and the other members of the committee are Charles G. Cheleden,  David
E.  Hollowell,  Dennis E. Klima and Calvert A. Morgan,  Jr. The committee  meets
monthly,  or more  frequently  if required,  and met 25 times during 2006.  This
committee exercises the powers of the Board of Directors between meetings of the
full Board and its primary  activity has been to review those loan  applications
that need Board approval.

         Another  important part of the Executive  Committee's role is to review
and approve  transactions  with insiders.  Under the Bank's written policy,  the
Executive   Committee   reviews  and  approves  all  insider  loans  or  lending
relationships.  Any loan  granted to an insider in excess of  $500,000  requires
pre-approval  by the  Board  of  Directors,  with  the  interested  party  (if a
director)  abstaining from  participating  directly or indirectly in the voting.
All loans  granted to insiders,  regardless  of the amount,  are reported to the
Board of Directors.


Corporate Governance and Nominating Committee
---------------------------------------------

         Currently,  Charles  G.  Cheleden  acts as  Chairman  of the  Corporate
Governance and  Nominating  Committee and the other members of the committee are
John F.  Downey,  Linda C.  Drake,  Dennis  E.  Klima,  Thomas  P.  Preston  and
Claibourne  D. Smith.  The  committee  met four times during 2006. A copy of the
Corporate  Governance  and  Nominating  Committee  Charter  can be  found on the
investor  relations  page  of our  website  www.wsfsbank.com  (select  "Investor
Relations"  on the menu  found  under  "About  WSFS"  and  click on  "Governance
Documents").

         The Corporate Governance and Nominating Committee does the following:

          o    Makes  recommendations  to the full Board of Directors  regarding
               corporate governance guidelines and policies.

          o    Assists the Board of  Directors  in finding  individuals  who are
               qualified to serve as directors and provides its  recommendations
               to the  full  Board  of  Directors  when the  Board  selects  its
               nominees for each annual meeting.

          o    Leads the Board in an annual review of the Board's performance.

          o    Advises the Board on the  assignment of the directors to serve on
               the various committees of the Board.

                                       36



          o    Reviews and approves any transactions that directors or employees
               (including their family members and members of their  households)
               have  with  WSFS  Financial  Corporation  and  its  subsidiaries,
               including  WSFS Bank. - see Review and  Approval of  Transactions
               with Insiders below.


         We believe that it is important to have a strong,  independent Board of
Directors that is accountable to the stockholders. The Company's by-laws empower
the Committee with the responsibility for identifying  qualified  individuals as
candidates for membership in the Board of Directors.

         The Committee solicits  recommendations from the officers and directors
as  well  as  considers  and  evaluates  any   candidates   recommended  by  the
shareholders.  There is no  difference  in the  manner  in which  the  Committee
evaluates persons  recommended by directors or officers versus those recommended
by  stockholders  in selecting  Board  nominees.  It has not been the  Company's
practice to date to pay fees to any third party to identify,  evaluate or assist
in identifying or evaluating potential nominees for the Board of Directors.

         The  Board  desires  that its  membership  be  geographically  diverse,
therefore, potential directors should enhance the Board's statewide and regional
representation.  The Board also desires that its  membership  reflect gender and
racial  diversity with a broad range of experience,  knowledge and judgment in a
variety  of  business  and  professional   sectors.  As  a  commitment  to  this
diversification,  the Board believes potential directors should be knowledgeable
about the business  activities and market areas in which we and our subsidiaries
engage.  A candidate's  breadth of knowledge and  experience  should enable that
person  to  make a  meaningful  contribution  to the  governance  of a  complex,
multi-billion dollar financial institution.

         To be  considered  in the  Committee's  selection  of  Board  nominees,
recommendations from stockholders must be received by the Corporation in writing
not less than 120 days prior to the anniversary  date of the mailing date of the
proxy statement for the previous year's annual meeting.  Recommendations  should
identify  the  stockholder  making the  recommendation  and for each  person the
stockholder  proposes to recommend as a nominee to the Board (1) the name,  age,
business address of such person;  (2) the principal  occupation or employment of
such person;  (3) the Class and number of shares of our Voting Stock (as defined
in our Bylaws) which are  beneficially  owned by such stockholder on the date of
such  notice;  and (4) any other  information  required  to be  included in such
notice as described in our Bylaws or disclosed in  solicitations of proxies with
respect to  nominees  for  election of  directors  described  in the  Securities
Exchange Act of 1934.


Audit Committee
---------------

         Currently,  John F. Downey acts as Chairman of the Audit  Committee and
the other  members  of the  committee  are Joseph R.  Julian,  Scott E. Reed and
Claibourne D. Smith. Mr. Reed has the qualifications to serve as the committee's
financial expert. Each member of the Audit Committee is "independent" as defined
in the listing  standards of the Nasdaq Stock  Market.  The

                                       37



committee met nine times during 2006. A copy of the Audit  Committee  Charter is
included  as  Appendix  A of this  document  and can be  found  on the  investor
relations page of our website  www.wsfsbank.com  (select "Investor Relations" on
the menu found under "About WSFS" and click on "Governance Documents").

         The Audit Committee does the following:

          o    Oversees   the  audit   program   and  reviews   WSFS   Financial
               Corporation's consolidated financial statements,  including major
               issues regarding accounting and auditing principles and practices
               as  well  as  the  adequacy  of  internal   controls  that  could
               significantly affect the Corporation's financial statements.

          o    Reviews the examination  reports from federal regulatory agencies
               as well as  reports  from  the  internal  auditors  and  from the
               independent registered public accounting firm.

          o    Meets quarterly with the internal Loan Review  Department as well
               as the head of the Audit  Department and  representatives  of the
               independent  registered  public  accountants,  with  and  without
               representatives of management  present,  to review accounting and
               auditing  matters,  and to review  financial  statements prior to
               their public release.

          o    Meets  annually  to  review  WSFS  Financial  Corporation's  risk
               analysis and associated audit plan.

          o    Approves  the  selection  of the  independent  registered  public
               accounting  firm and  recommends  their  appointment  to the full
               Board of Directors.

         It is the Audit  Committee's  policy to approve all audit and non-audit
services prior to the engagement of the independent registered public accounting
firm  to  perform  any  service.  Under  certain  circumstances,  management  is
authorized  to spend up to 5% of the total  audit fees as  approved by the Audit
Committee in the Engagement  Letter without  obtaining any additional  approval.
These  additional  fees are reported to the Audit  Committee on a timely  basis.
Additional audit fees ranging from 5% to 10% of the total audit fees as approved
by the Audit  Committee  in the  Engagement  Letter  require the approval of the
Chairman of the Audit Committee prior to the engagement.  These  additional fees
are reported to the other Committee members on a timely basis.  Additional audit
fees that exceed 10% of the total audit fees as approved by the Audit  Committee
in the Engagement  Letter require the approval of the full Audit Committee prior
to the engagement.

         In  connection  with the audit of the 2006  financial  statements,  the
Company  entered into an engagement  letter with KPMG LLP that sets the terms by
which  KPMG  performed  audit  services  for us.  That  agreement  is subject to
alternative dispute resolution procedures and an exclusion of punitive damages.

                                       38



         All of the services  listed  below for 2006 were  approved by the Audit
Committee  prior  to  the  service  being  rendered.  The  Audit  Committee  has
determined  that the non-audit  services  performed  during 2006 were compatible
with   maintaining  the  independent   registered   public   accounting   firm's
independence.

         Audit Fees.  The  aggregate  fees  earned by KPMG LLP for  professional
services  rendered for the audit of WSFS  Financial  Corporation's  consolidated
financial statements and for the review of the consolidated financial statements
included in WSFS Financial  Corporation's quarterly reports on Form 10-Q for the
fiscal  years ended  December  31,  2006 and 2005 were  $619,566  and  $700,000,
respectively.

         Audit  Related Fees.  The aggregate  fees earned by KPMG LLP for audit,
attestation and related services primarily related to the audit of the financial
statements,  the review of the quarterly financial  statements and due diligence
activities on proposed  transactions  for the years ended  December 31, 2006 and
2005 were $48,750 and $17,000, respectively.

         Tax  Fees.  The  aggregate  fees  earned  by KPMG LLP for  professional
services  rendered for tax compliance,  tax advice or tax planning for the years
ended December 31, 2006 and 2005 were $70,500 and $63,000, respectively.

         All Other Fees. The aggregate fees earned by KPMG LLP for  professional
services  rendered  for  services or products  other than those listed under the
captions  "Audit Fees," "Audit  Related Fees," and "Tax Fees" for both the years
ended December 31, 2006 and 2005, were $0.

         The Audit Committee has prepared the following  report for inclusion in
this proxy statement:

         As part of its ongoing activities, the Audit Committee has:

          o    Reviewed and discussed  with  management  the  Company's  audited
               consolidated  financial  statements  for the  fiscal  year  ended
               December 31, 2006;
          o    Discussed with the independent registered public accounting firm,
               the matters  required to be  discussed  by  Statement on Auditing
               Standards  No.  61,  Communications  with  Audit  Committees,  as
               amended; and
          o    Received  the  written   disclosures  and  the  letter  from  the
               independent   registered   public  accounting  firm  required  by
               Independence   Standards  Board  Standard  No.  1,   Independence
               Discussions  with Audit  Committees,  and has discussed  with the
               independent registered public accounting firm their independence.

         Based on the  review  and  discussions  referred  to  above,  the Audit
Committee  recommended to the Board of Directors  that the audited  consolidated
financial  statements be included in WSFS Financial  Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 2006.

         The Audit  Committee,  comprised of John F.  Downey,  Joseph R. Julian,
Scott E. Reed and Claibourne D. Smith, has provided this report.

                                       39



Personnel and Compensation Committee
------------------------------------

         Currently,  Claibourne  D. Smith acts as Chairman of the  Personnel and
Compensation  Committee  and the other  members  of the  committee  are Linda C.
Drake,  David E.  Hollowell,  Thomas  P.  Preston,  Dennis  E.  Klima and R. Ted
Weschler.  The committee met five times during 2006. A copy of the Personnel and
Compensation  Committee  Charter can be found on the investor  relations page of
our website  www.wsfsbank.com  (select  "Investor  Relations"  on the menu found
under "About WSFS" and click on "Governance Documents").

         The Personnel and Compensation Committee does the following:

          o    Oversees the executive  compensation  programs and  recommends to
               the full Board of Directors for its approval the compensation and
               benefits of the senior management officers.

          o    Approves guidelines for the salary and benefits of other officers
               and employees.

          o    Oversees the  administration  of option plans and incentive plans
               and makes  recommendations  to the Board of Directors  for awards
               under such plans.

Trust Committee
---------------

         The Trust Committee is comprised of members of both the WSFS Bank Board
and of  management.  It provides  oversight to  Wilmington  Advisors,  the trust
division of the Bank. Currently, Calvert A. Morgan, Jr. acts as Chairman and the
other  members of the  committee  are Linda C. Drake,  Scott E. Reed,  Marvin N.
Schoenhals,  Mark A. Turner and Joseph D. Blair.  The  committee did not meet in
2006 as it was formed in January 2007. A copy of the Trust Committee Charter can
be found on the investor relations page of our website  www.wsfsbank.com (select
"Investor  Relations"  on the  menu  found  under  "About  WSFS"  and  click  on
"Governance Documents").

         The Trust Committee does the following:

          o    Oversees  Wilmington  Advisors in providing trust  administration
               and investment management services;
          o    Adopts  appropriate  policies  and  procedures  to be observed in
               offering such services;
          o    Enforces sound risk management  practices  calculated to minimize
               risk of loss to the Bank and its customers; and
          o    Reports to the Board on the  activity of  Wilmington  Advisors in
               the conduct of its business.

                                       40



Stock Ownership and Retention Guidelines

         Our By-Laws  require that each director of our Company be a stockholder
and own a minimum amount of our common stock as determined  from time to time by
the Board.  The Board has  established  a guideline  that the minimum  amount of
stock owned, plus retention of stock grants should be approximately 2,200 shares
after three years of directorship.

         This  guideline is designed to encourage  our directors to increase and
maintain  their  equity  stake in our company and thereby to more  closely  link
their interests with those of our shareholders.


                    7. Compensation of the Board of Directors
                       --------------------------------------

         Except for Mr.  Weschler,  our non-  Associate  directors  received the
following base compensation for 2006:

          o    An annual retainer of $15,500, paid in cash,

          o    600 shares of WSFS Financial Corporation common stock.

          o    1,223 options to purchase  shares of WSFS  Financial  Corporation
               common stock under our 2005 Incentive Plan.

         Mr. Weschler received an annual cash retainer of $15,500 and 600 shares
of WSFS Financial Corporation common stock. Due to his retirement from the Board
in April 2007, he received no stock options.

         During the year ended  December 31, 2006, the Board of Directors held 7
meetings.  None of the  directors  attended  less than 75% of the total of:  (a)
meetings of the Board of Directors  and (b) meetings of the  committees on which
they served during the year. We pay a fee for committee service, and during 2006
each  director  received  $650 for each  committee  meeting he or she  attended.
Directors who served on the Audit  Committee each received an additional  annual
retainer of $10,000 during 2006.

         Directors  who  chaired  board  committees   during  2006  received  an
additional  annual  retainer.  The Audit  Committee chair received  $5,000,  the
Corporate  Governance and Nominating  Committee chair received  $3,000,  and the
Personnel and Compensation Committee chair received $3,000.

                                       41



Director Compensation Table
---------------------------

         The  compensation  paid to directors  during 2006 is  summarized in the
following table. The assumptions used in valuing the stock and option awards are
detailed in Note 14 the to consolidated  financial  statements  contained in our
2006 Annual  Report.  Mr.  Schoenhals  is not shown in this table  because he is
compensated as an officer and does not receive any director compensation.



                                   Fees                                   Non-Qualified
                                  Earned                                     Deferred           All
                                  or Paid        Stock        Option       Compensation        Other
Directors:                        in Cash       Awards      Awards (1)       Earnings       Compensation       Total
----------                        -------       ------      ----------       --------       ------------       -----
                                                                                          
Charles G. Cheleden              $ 56,650      $ 37,956       $17,190              -                -         $ 111,796
John F. Downey                     39,600        37,956        17,190              -                -            94,746
Linda C. Drake                     20,700        37,956        17,190              -                -            75,846
David E. Hollowell                 35,850        37,956        18,934              -                -            92,740
Joseph R. Julian                   32,000        37,956        17,190        $12,340                -            99,486
Dennis E. Klima                    32,200        37,956        13,522              -                -            83,678
Calvert A. Morgan, Jr. (2)         32,400        37,956        29,005              -        $ 139,500           238,861
Thomas P. Preston                  19,400        37,956        18,111              -                -            75,467
Scott E. Reed                      24,400        37,956         9,958              -                -            72,314
Claibourne D. Smith                36,100        37,956        17,190              -                -            91,246
Eugene W. Weaver (3)               16,650        37,956        24,229              -            5,000            83,835
R. Ted Weschler                    25,250        37,956        16,978              -                -            80,184


(1)  Except for Mr. Weaver and Mr.  Weschler,  the grant date fair value of each
     director's  2006 equity award was $16,194.  Mr. Weaver and Mr. Weschler did
     not receive an equity award in 2006. Amounts shown in this column represent
     compensation expense
(2)  Mr. Morgan's Other Compensation  includes $100,000 for consulting services,
     $35,000 for incentive bonus and $4,500 for an expense allowance.
(3)  Mr. Weaver's Other  Compensation was a contribution made by the Corporation
     to the Eugene W. Weaver Foundation upon his retirement.  Mr. Weaver retired
     from the Board in April 2006.


Compensation of Mr. Cheleden as the Lead Director

         The Lead Director is an outside and independent  director designated by
the Board of  Directors  of the  Company to lead the Board to fulfill its duties
effectively,  efficiently  and  independent of  management.  Charles G. Cheleden
currently  serves as Lead Director,  and during 2006, he was compensated  $1,500
per month for serving in that role, in addition to his other  compensation  as a
director.

         The responsibilities of the Lead Director include:

          o    Enhancing Board  effectiveness by ensuring the Board has adequate
               training and resources to carry out its duties.

                                       42



          o    Managing the Board by:
               o    providing input on Board and Committee meeting agendas,
               o    consulting  with  the  Chairman  on  effectiveness  of Board
                    committees,
               o    ensuring  that  the  Board  has  adequate  opportunities  to
                    discuss issues  without  management's  presence,
               o    chairing Board meetings in the absence of the Chairman,
               o    ensuring  that  committee  functions  are  carried  out  and
                    reported to the Board and
               o    calling meetings of the independent directors as necessary.

          o    Acting as a liaison  between the Board of  Directors,  management
               and  major   stockholders.   This   includes   communicating   to
               management,  as  appropriate,  to discuss  the results of private
               discussions among independent  directors to resolve conflicts and
               being available for  consultation and direct  communication  with
               major shareholders.


Compensation of Mr. Morgan as Special Advisor to Management
-----------------------------------------------------------

         In 2004,  Calvert  A.  Morgan,  Jr.  was  elected  a  director  of WSFS
Financial  Corporation  and began serving in a consulting  capacity as a Special
Advisor  to  Management.  In this  role,  Mr.  Morgan  performs  such  duties as
requested  by the Board of  Directors  and the  Chairman to assist in  improving
corporate performance.  He is compensated for his services as Special Advisor in
addition  to his other  compensation  as a director.  During  2006,  Mr.  Morgan
received an annual base consulting fee of $100,000, with the opportunity to earn
a  supplemental  payment  ranging  from 0% to 100% of the base fee.  The precise
amount of the  supplemental  payment  is  determined  at the  discretion  of the
Chairman,  based on the overall  results of WSFS for the year,  loan and deposit
growth,  and  the  Chairman's  subjective  assessment  of Mr.  Morgan's  overall
contribution  to those  results.  Mr.  Morgan earned a  supplemental  payment of
$30,000 for 2006, which was paid after the end of the fiscal year. He received a
supplemental  payment of $35,000 for 2005 which was paid during 2006. As part of
the terms of his consulting engagement with us, Mr. Morgan is also entitled to a
separation payment of up to $110,000, based on the length of his engagement.

                                       43



                              8. Other Information
                                 -----------------

Large Stockholders
------------------

Stockholders  who own 5% or more of the  outstanding  common stock of a publicly
traded  company are required to report that  information  to the  Securities and
Exchange  Commission (the SEC). The following table lists the  stockholders  who
have  reported  to  the  SEC  that  they  own  5%  or  more  of  WSFS  Financial
Corporation's outstanding common stock. The number of shares is the number based
most recently reported to the SEC by the stockholder. The percentage is based on
the number of shares of WSFS Financial  Corporation  common stock outstanding as
of  March  7,  2007,  the  record  date  set  for the  2007  Annual  Meeting  of
Stockholders.



                                                               Percentage of WSFS Financial
                                               Number of        Corporation common stock
Name and address of owner                     Shares (1)               outstanding
-------------------------                     ----------               -----------

                                                                  
Private Capital Management (2)              640,617 shares               10.16%
8889 Pelican Bay Boulevard
Naples, FL 34108

Barclays Global Investors, NA (3)           392,429 shares                6.22%
45 Fremont Street
San Francisco, CA 94105

Wellington Management Company, LLP (4)      347,600 shares                5.51%
75 State Street
Boston, MA 02109

JPMorgan Chase & Co. (5)                    343,590 shares                5.45%
270 Park Avenue
New York, NY 10017


(1)  In  accordance  with Rule 13d-3 under the Exchange Act, for the purposes of
     this table, a person is deemed to be the beneficial  owner of any shares of
     Common Stock if he or she has or shares voting and/or investment power with
     respect to such Common Stock or has a right to acquire beneficial ownership
     at any time within 60 days from the Record Date.  As used  herein,  "voting
     power" is the power to vote or direct the voting of shares and  "investment
     power" is the power to dispose or direct the disposition of shares.  Except
     as otherwise  noted,  ownership is direct,  and the named  individuals  and
     groups  exercise  sole voting and  investment  power over the shares of the
     Common Stock.

(2)  According to the Statement on Schedule 13G/A of Private Capital  Management
     filed on February  14,  2007,  shares are held by its  investment  advisory
     clients as to which it shares voting and investment power.

(3)  According to the  Statement on Form 13F of Barclays  Global  Investors,  NA
     filed in December  2006,  the shares  reported are held by Barclays  Global
     Investors, NA and its affiliates.

(4)  According  to the  Statement  on Schedule  13G/A of  Wellington  Management
     Company,  LLP filed on February 14, 2007, shares are held by its investment
     advisory clients as to which it shares voting and/or investment power.

(5)  According to the Statement on Schedule 13G of JPMorgan Chase & Co. filed on
     February 9, 2007 for which they have sole voting power.

                                       44


                                                                      APPENDIX A

                           WSFS FINANCIAL CORPORATION

                             AUDIT COMMITTEE CHARTER



WSFS Financial  Corporation has created a Committee of the Board of Directors to
be known as the AUDIT COMMITTEE with its goals and objectives, composition, term
of office, and duties and responsibilities as follows:

GOALS AND OBJECTIVES
The primary  goal of the  Committee  will be to assist the Board of Directors in
fulfilling its fiduciary  responsibilities  relating to corporate accounting and
reporting practices of the holding company,  WSFS, and all related subsidiaries.
In addition, the Committee will:

o    Oversee  and  appraise  the  quality of the audit  effort of the  Company's
     Internal Audit function and that of its independent auditors;

o    Maintain, by scheduling regular meetings, open lines of communication among
     the Board, internal auditors,  and the independent  accountants to exchange
     views and  information  as well as confirm their  respective  authority and
     responsibilities; and

o    Determine  the adequacy of the  Company's  (including  its Trust  Division)
     administrative,  operating,  and internal  accounting controls and evaluate
     adherence.

COMPOSITION
The  Board of  Directors  shall  annually  elect  the  membership  of the  Audit
Committee, upon the recommendation of the Lead Director, which will be comprised
of a minimum of three outside  directors,  each of whom will be  independent  of
senior management and operating executives of the holding company, WSFS, and all
related subsidiaries, and free from any relationships which might in the opinion
of the Board of Directors  be  construed  as a conflict of interest.  One of the
members  shall be elected  chairperson  of the  Committee  by the members of the
Committee.

o    Each  member  of the  Audit  Committee  must  be  "Independent".  An  Audit
     Committee member is not allowed to accept any consulting, advisory or other
     compensatory  fee,  either  directly or indirectly,  from the company or an
     affiliate of the company,  other than in the member's capacity generally as
     a director, including as a member of any Board committee.

o    The Audit  Committee  must have at least one member,  who is  considered  a
     "financial expert" as defined by the SEC or appropriate  regulatory agency.
     The  company  will  make the  required  public  disclosures  regarding  the
     "financial expert".

TERM OF MEMBERSHIP
Each member of the  Committee  shall serve a term of one  continuous  year after
election.  The  chairperson  shall be  elected  annually  by the  members of the
Committee,  and no chairperson  shall serve more than three consecutive years as
chairperson  of the Audit  Committee.  Exceptions  to the above noted terms will
require a formal approval process by the Board of Directors.

                                      A-1



MEETINGS
The Committee will hold at least eight regular meetings each year. Four meetings
will be held to review the Corporation's earnings and financial statements prior
to their release to the public.  Four additional meetings will be held to review
the reports of the Internal Audit and Loan Review Departments,  as well as other
auditing or loan review matters.

A meeting  quorum  requires  that  three  Committee  members  be  present at the
meeting.  Items  requiring the approval of the Committee will require a majority
vote by the Committee.

DUTIES AND RESPONSIBILITIES
The  Committee  will hold its regular  meetings each year,  and such  additional
meetings as the  Chairperson of the Committee shall require in order to meet the
following duties:

o    Review the annual audited financial  statements with management,  including
     major issues regarding  accounting and auditing principles and practices as
     well as the adequacy of internal controls that could  significantly  affect
     the Company's financial statements;

o    Review an analysis  prepared by management and the  independent  auditor of
     significant  financial  reporting  issues and judgments  made in connection
     with the preparation of the Company's financial statements;

o    Meet  periodically  with management to review the Company's major financial
     risk  exposures and the steps  management  has taken to monitor and control
     such exposures;

o    Review with management the Company's quarterly  financial  statements prior
     to the release of quarterly earnings;

o    Review and reassess the adequacy of this Charter  annually and submit it to
     the Board for approval;

o    Responsible for the appointment,  compensation,  retention and oversight of
     the work of the independent  public accounting firm engaged for the purpose
     of preparing or issuing an audit report or related work or performing other
     similar  services  for  the  company,  and  each  such  independent  public
     accounting firm must report directly to the Audit  Committee.  Recommend to
     the full Board the appointment of the independent accountant for the coming
     year;

o    Pre-approve  all  audit  and  non-audit  services  being  provided  by  the
     independent accountants in accordance with the Audit Committee Pre-Approval
     Policy. The company will make the required public disclosures regarding the
     pre-approval policies and procedures.

o    Monitor the  independence  of the public  accounting  firm. This monitoring
     should include:

     o    Prohibiting  certain  partners  on  the  audit  engagement  team  from
          providing  audit  services  to the company for more than five or seven
          consecutive  years,  depending  on the  partner's  involvement  in the
          audit;

     o    Prohibiting an accounting  firm from auditing the company's  financial
          statements if certain members of senior  management  (i.e.,  CEO, CFO,
          Controller,  etc.) of the company had been  members of the  accounting
          firm's audit  engagement team within the one-year period preceding the
          commencement of audit procedures; and

                                      A-2



     o    Reviewing that an audit partner's receipt of compensation based on the
          sale of  engagements  to the  Company for  services  other than audit,
          review,   and  attest   services   would   impair   the   accountant's
          independence.

o    Ensure  that  members  of the  Committee  have  unrestricted  access to the
     independent  accountants (without management present) to review and discuss
     Corporate  financial  or  other  matters  at  such  times  and  under  such
     circumstances as the Committee may deem necessary or appropriate;

o    Approve  the  scope  of  external  audit   services;   review   adjustments
     recommended by the independent public accountant and address  disagreements
     between the independent public accountant and management;  review documents
     required  by this  part,  and  meet  with  independent  public  accountants
     (without management present) prior to the filing of reports upon completion
     of the audit services;

o    Receive  confirmation  from the  independent  accountants  that an external
     audit is conducted in compliance with statutory requirements;

o    Review and approve the audit plan of the independent accountants;

o    Review and approve the audit plan of the Internal Audit Department;

o    Oversee the internal audit function,  approve the selection,  compensation,
     and termination of internal auditors;  approve the scope of internal audits
     to assure  regular  testing of the systems  and  controls  associated  with
     preparing  financial reports,  trust audit activities,  complying with laws
     and  regulations,  and preventing  management  from overriding the internal
     control system or compromising the control environment.

o    Evaluate the  effectiveness  of both the internal and external audit effort
     through regular meetings with each respective group;

o    Determine that no management  restrictions are being placed upon either the
     internal or external auditors;

o    Review the  adequacy  of internal  controls  and  management's  handling of
     identified material  inadequacies and reportable conditions in the internal
     controls over financial reporting,  trust audit activities,  and compliance
     with laws and regulations;

o    Evaluate the adequacy of the Company's  internal  accounting control system
     by review of written reports from the internal and external  auditors,  and
     monitor   management's   response   and   actions  to  correct   any  noted
     deficiencies;

o    Review  quarterly  written  reports  issued  by  the  Loan  Review  &  Risk
     Management  Department  regarding  such  items as Risk  Assessment,  Credit
     Quality and Credit Administration;

o    Establish procedures for the receipt, retention and treatment of complaints
     regarding  accounting,  internal control,  or auditing  matters,  including
     procedures for the confidential,  anonymous submission by Associates of the
     company of concerns regarding questionable accounting,  internal control or
     auditing matters;

                                      A-3



o    Ensure  compliance  with all applicable  statutes and  regulations  setting
     forth  duties,   responsibilities  and  obligations  for  Audit  Committees
     contained in the FDIC  Improvement  ACT (FDICIA) of 1991 and the Securities
     and Exchange  Commission (SEC) - Blue Ribbon Committee  Recommendations  on
     Improving the Effectiveness of Audit Committees;

o    Ensure that there are no members of the Committee  who are not  independent
     as required by applicable regulation;

o    Ensure  that  members  of the  Committee  have the  expertise  required  by
     applicable  regulation;  that the  Committee  has the  authority  to engage
     independent counsel and other advisors, as it determines necessary to carry
     out its duties.  The company  must provide  appropriate  funding to pay the
     independent counsel or advisors, as well as the independent accountants;

o    Review  all  regulatory  reports  submitted  to  the  Company  and  monitor
     management's response to them;

o    Require periodic reports from management, the independent accountants,  and
     internal auditors on any significant  proposed regulatory,  accounting,  or
     reporting issue to assess the potential impact upon the Company's financial
     reporting process;

o    Receive  periodic  reports  from  the  independent  auditor  regarding  the
     auditor's  independence,  discuss such  reports with the auditor,  consider
     whether the provision of non-audit  services is compatible with maintaining
     the auditor's  independence  and, if so determined by the Audit  Committee,
     recommend that the Board take  appropriate  action to satisfy itself of the
     independence of the auditor;

o    Discuss with the independent  auditor the matters  required to be discussed
     by  Statement on Auditing  Standards  No. 61 relating to the conduct of the
     audit;

o    Review with the independent  auditor any management  letter provided by the
     auditor and the Company's response to that letter;

o    Obtain  from the  independent  auditor  assurance  that  Section 10A of the
     Securities  Exchange Act of 1934 (i.e.,  discovery and reporting of illegal
     acts) has not been implicated;

o    Review and approve all significant accounting changes;

o    Review and approve the report  required by the rules of the  Securities and
     Exchange Commission to be included in the Company's annual proxy statement;

o    Identify  and  direct  any  special  projects  or   investigations   deemed
     necessary;

o    Offer  to meet  with the  Chief  Financial  Officer,  the  Senior  Internal
     Auditing  Executive  and the  independent  auditor  in  separate  executive
     sessions  at  any  time,   upon  their  request;

o    Execute any duties or  responsibilities  which have been  delegated  to the
     Committee by the full Board of Directors (i.e. review of the IRR Compliance
     Reports and Suspicious Activity Reports, etc.).

o    Shall  maintain  minutes and other  relevant  records of their meetings and
     activities.  Such minutes  shall be made  available for review by the FDIC,
     SEC and the appropriate federal banking agency.

o    A report  regarding the agenda items for all Audit Committee  meetings will
     be made to the Board of Directors of the Corporation.

                                      A-4



CERTIFICATIONS
o    Management must report to the Audit Committee that the quarterly and annual
     certifications  required  by Section  302 and the annual  internal  control
     report  required  by  Section  404  of the  Sarbanes-Oxley  Act  have  been
     completed,  and any material weaknesses or significant control deficiencies
     have been reported to the Committee.

In  carrying  out their  responsibilities,  the  Audit  Committee  believes  its
policies and procedures should remain flexible in order that it be able to react
to changing  conditions  and the  environment,  and to assure the  directors and
shareholders  that the  corporate  accounting  and  reporting  practices  of the
Corporation  are in  accordance  with all  requirements  and are of the  highest
quality. While the Audit Committee has the responsibilities and powers set forth
in this Charter,  it is the  responsibility  of management  and the  independent
auditor to determine  that the Company's  financial  statements are complete and
accurate and are in accordance  with Generally  Accepted  Accounting  Principles
(GAAP).

Approved this twenty-third day of October, 2006

Last amended 10/23/06.

                                      A-5