Willow Financial Bancorp (WFBC)

Summary Compensation Table

        The following table sets forth a summary of certain information concerning the compensation paid by Willow Grove Bank (including amounts deferred to future periods by the officers) for services rendered in all capacities during the fiscal years ended June 30, 2005, 2004 and 2003 to the President and Chief Executive Officer and four other executive officers of Willow Grove Bank during fiscal 2005 whose salary plus bonus exceeded $100,000. Willow Grove Bancorp has not paid separate cash compensation to its officers and directors.

(1)

Willow Grove Bank maintains a supplemental executive retirement plan for the benefit of Mr. Marcell. Willow Grove Bank accrued $99,000, $35,000 and $60,000 with respect to such plan in fiscal 2005, 2004 and 2003, respectively.

(2)

Does not include amounts attributable to miscellaneous benefits received by the named executive officer. In the opinion of our management, the costs of providing such benefits to the named executive officers did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported for the individual.

(3)

Reflects bonuses earned during the indicated fiscal year that were paid in the following year.

(4)

Reflects the value of shares of restricted stock on the date of grant awarded pursuant to the 1999 and 2002 Recognition and Retention Plans. Such restricted stock vests over five years, 20% per year from the date of the grant. Dividends paid on the restricted common stock are held in trust and paid to the recipient when the restricted stock is earned.

(5)

As of June 30, 2005, Messrs. Marcell, Bell, Powers and Arrison had 24,000, 16,328, 12,000 and 10,215 shares of unearned restricted stock, respectively, pursuant to the 1999 and 2002 Recognition Plans, which had fair market values of $351,840, $239,368, $175,920 and $149,752 at June 30, 2005, respectively.

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(6)

Under Willow Grove Bank's 401(k)/Employee Stock Ownership Plan ("401(k)/ESOP") for fiscal 2005, $4,423, $3,934, $4,076, $3,822 and $3,753 was allocated to the 401(k) accounts of Messrs. Marcell, Bell, Powers, Baus and Arrison, respectively.

(7)

Includes the fair market value on June 30, 2005, of a share of Willow Grove Bancorp common stock ($14.66) multiplied by the 1,978, 1,378, 1,347, 595 and 1,202 shares allocated to the employee stock ownership plan accounts of Messrs. Marcell, Bell, Powers, Baus and Arrison, respectively, during fiscal 2005.