Edgar Filing: WSFS FINANCIAL CORP

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

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss.240.14a-12

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

Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------

(5) Total fee paid:
-----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:
----------------------------------------------------

(2) Form, Schedule or Registration Statement No.:
------------------------------

(3) Filing Party:
--------------------------------------------------------------

(4) Date Filed:
----------------------------------------------------------------

[WSFS FINANCIAL CORPORATION LOGO]
500 Delaware Avenue
Wilmington, Delaware 19801
(302) 792-6000

March 26, 2008

Dear Stockholder:

The WSFS Financial Corporation 2008 Annual Meeting of Stockholders will
be held on April 24, 2008 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:

o The election of five directors. One director to hold office until
the 2010 Annual Meeting of Stockholders and four directors to
hold office until the 2011 Annual Meeting of Stockholders;
o The ratification of the appointment of KPMG LLP as the
independent registered public accountants for the fiscal year
ending December 31, 2008; and
o Such other matters as may properly come before the meeting or any
adjournment thereof.

All stockholders of record holding shares of WSFS Financial Corporation
common stock at the close of business on March 6, 2008 are entitled to vote at
the meeting. This proxy statement and the enclosed proxy card were mailed to
stockholders on or about March 26, 2008.

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

WSFS FINANCIAL CORPORATION

Contents

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

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

3. Directors and Officers of WSFS Financial Corporation and Wilmington
Savings Fund Society, FSB........................................ 5

4. Compensation........................................................ 10

5. Committees of the Board of Directors................................ 37
Executive Committee
Corporate Governance and Nominating Committee
Audit Committee
Audit Committee Report
Personnel and Compensation Committee
Trust Committee

6. Compensation of the Board of Directors.............................. 42

7. Other Information................................................... 45

WSFS FINANCIAL CORPORATION

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

What is the purpose of the Annual Meeting?

The WSFS Financial Corporation 2008 Annual Meeting of Stockholders will
be held at the Hotel duPont, Eleventh and Market Streets in Wilmington, Delaware
on April 24, 2008 at 4:00 p.m. The business to be conducted at the meeting is
the election of directors and the ratification of the appointment of KPMG LLP as
our independent registered public accountants. There will be five board seats up
for election at this year's meeting and we have nominated the persons currently
filling those seats for reelection: Charles G. Cheleden, Joseph R. Julian;
Dennis E. Klima, Calvert A. Morgan, Jr. and Mark A. Turner. Mr. Morgan has been
nominated for a two-year term and Messrs. Cheleden, Julian, Klima and Turner
have been nominated for three-year terms. Each is a current director of WSFS
Financial Corporation. You can find information about all of our current
directors on page five.

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 6,
2008, 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 6,173,236 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 to withhold your vote regarding each of the
nominees for election as directors, and to vote for, against or abstain on the
ratification of the appointment of the independent registered public
accountants. 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 and for the
ratification of the appointment of the independent registered public
accountants.

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 hold 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.

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 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 accept or
reject the director's resignation offer within 90 days.

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 five seats up for election,
you have 500 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 500 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.

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.

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.
Reed, 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, and we have established a
procedure 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 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.

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 2008 Annual Meeting of Stockholders. We expect to
hold the 2009 Annual Meeting in April 2009 and to mail our proxy statement
during March 2009. To get your proposal on the agenda for the 2009 Annual
Meeting, you must give us notice no sooner than December 24, 2008 and no later
than January 24, 2009. If you want your proposal to be included in our proxy
statement and on our proxy card for the 2009 Annual Meeting, we must receive
your proposal by November 24, 2008. 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 five directorships to be
filled at the meeting. To more evenly balance the number of directors in each
class, Mr. Morgan has been nominated for a two-year term. We have nominated the
following five persons for election:

o Charles G. Cheleden, for a three-year term
o Joseph R. Julian, for a three-year term
o Dennis E. Klima, for a three-year term
o Mark A. Turner, for a three-year term
o Calvert A. Morgan, Jr., for a two-year term

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, 2008. 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 2008
fiscal year.

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.
-----------------------------------------------------------------

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

Listed below is information about our directors and executive
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 Mark
A. Turner.

Marvin N. Schoenhals o Chairman of WSFS Financial Corporation and WSFS Bank since
1992
o President and CEO of WSFS Financial Corporation and WSFS Bank,
1990 to 2007
o age 60
o WSFS Financial Corporation director since 1990;
current term expires at the 2010 Annual Meeting of Stockholders
o Mr. Schoenhals also serves as a director of Delaware State Chamber
of Commerce

Charles G. Cheleden o Attorney
o age 64
o Vice Chairman of WSFS Financial Corporation since 1992
o Lead Director of WSFS Financial Corporation since 2004
o WSFS Financial Corporation director since 1990;
current term expires at the 2008 Annual Meeting of Stockholders

John F. Downey o Executive Director of the Office of Thrift Supervision from 1989
to 1998
o age 70
o WSFS Financial Corporation director since 1998;
current term expires at the 2010 Annual Meeting of Stockholders

Linda C. Drake o Founder and Chair of TCIM Services, Inc.
(a business services and software technology provider)
o age 59
o WSFS Financial Corporation director since 1999;
current term expires at the 2009 Annual Meeting of Stockholders
o Ms. Drake also serves as a director of: LTD Direct

David E. Hollowell o Executive Vice President and University Treasurer of the
University of Delaware from 1988 to 2007
o age 60
o WSFS Financial Corporation director since 1996;
current term expires at the 2009 Annual Meeting of Stockholders

Joseph R. Julian o Chairman and CEO of JJID, Inc, a highway construction company
o age 70
o WSFS Financial Corporation director since 1983;
current term expires at the 2008 Annual Meeting of Stockholders

Dennis E. Klima o President, CEO and director of Bayhealth, Inc.
o Chairman, CEO and director of Bayhealth Medical Center, Inc.
o age 63
o WSFS Financial Corporation director since 2004;
current term expires at the 2008 Annual Meeting of Stockholders

Calvert A. Morgan, Jr. o Consultant
o Former Chairman, President and CEO of PNC Bank, Delaware
o age 59
o Vice Chairman WSFS Bank since 2006
o WSFS Financial Corporation director since 2004;
current term expires at the 2008 Annual Meeting of Stockholders
o Mr. Morgan also serves as a director of Chesapeake Utilities Corporation

Thomas P. Preston o Attorney, partner with the law firm of Blank Rome, LLP
o age 61
o WSFS Financial Corporation director since 1990;
current term expires at the 2010 Annual Meeting of Stockholders

Scott E. Reed o Senior Executive Vice President and Chief Financial Officer of
BB&T Corporation from 1981 to 2005. Mr. Reed began his career
with BB&T in 1972.
o age 59
o WSFS Financial Corporation director since 2005;
current term expires at the 2009 Annual Meeting of Stockholders

Claibourne D. Smith o Vice President - Technology and Professional Development for E.I.
du Pont de Nemours & Company, Incorporated from 1964 to 1998
o age 69
o WSFS Financial Corporation director since 1994;
current term expires at the 2009 Annual Meeting of Stockholders

Mark A. Turner o President and Chief Executive Officer, WSFS Financial Corporation
and WSFS Bank
o Chief Operating Officer/Secretary of WSFS Financial Corporation
and WSFS Bank, 2001 to 2007
o Chief Financial Officer of WSFS Financial Corporation and WSFS
Bank, 1998 to 2004
o age 44
o WSFS Financial Corporation director since 2007;
current term expires at the 2008 Annual Meeting of Stockholders

Executive Management: Peggy H. Eddens, Barbara J. Fischer, Stephen A. Fowle,
-------------------- Rodger Levenson and Richard M. Wright

Peggy H. Eddens o Executive Vice President, Human Capital Management Department,
WSFS Bank since 2007
o age 52
o From 2003 to 2007, Mrs. Eddens was Senior Vice President for
Human Resources and Development for NexTier Bank, Butler, PA.

Barbara J. Fischer o Executive Vice President, Chief Administrative Officer, WSFS
Bank; Mrs. Fischer has been an executive with WSFS since 2001
o age 50

Stephen A. Fowle o Executive Vice President and Chief Financial Officer of WSFS
Financial Corporation and WSFS Bank since 2005
o age 42
o From 2000 to 2004, Mr. Fowle was Chief Financial Officer at Third
Federal Savings and Loan Association of Cleveland, MHC,
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 o Executive Vice President/Director of Commercial Banking for WSFS
Bank since 2006
o age 46
o 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.

Richard M. Wright o Executive Vice President/Director of Retail Banking for WSFS Bank
since 2006
o age 55
o From 2003 to 2006 Mr. Wright was Executive Vice President, Retail
Banking and Marketing for DNB First in Downingtown, PA.

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

In the ordinary course of its business as a bank, WSFS Bank makes loans
to our directors, officers and Associates. 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 us or our 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, Mr. Turner and Mr.
Morgan are independent. Mr. Schoenhals and Mr. Turner are Associates of WSFS
Financial Corporation and WSFS Bank and are not independent by virtue of not
being outside directors. Mr. Morgan is not an independent director because at
the time he became a director he was also retained to serve as a Special
Advisor. Mr. Morgan has 37 years experience in the banking industry in Delaware
and was formerly Chairman, President and CEO of PNC Bank, Delaware. The Board
concluded that his background, market knowledge, customer relationships and
community involvement could provide significant benefits to us as a consultant,
and 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 Special Advisor can be found on page 45.

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 filing during 2007 was by Mrs. Eddens who was late in
reporting a grant of 2,000 stock options in September 2007.

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

The number of shares of our Common Stock owned by the directors and
executive officers as of March 6, 2008, the record date set for the 2008 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 our Common Stock
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 in the table below. 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.

Number of Percentage of our
shares (including Common Stock
exercisable options*) outstanding
--------------------------------------------------------------------------------------------------------

Directors: Marvin N. Schoenhals 124,583 shares 1.99 %
Charles G. Cheleden 17,125 shares 0.28 %
John F. Downey 14,225 shares 0.23 %
Linda C. Drake 13,125 shares 0.21 %
David E. Hollowell 16,605 shares 0.27 %
Joseph R. Julian 73,001 shares 1.18 %
Dennis E. Klima 6,375 shares 0.10 %
Calvert A. Morgan, Jr. 9,025 shares 0.15 %
Thomas P. Preston 14,820 shares 0.24 %
Scott E. Reed 3,975 shares 0.06 %
Claibourne D. Smith 12,655 shares 0.20 %
Mark A. Turner 128,443 shares 2.05 %
Executive
Officers: Peggy H. Eddens 0 shares 0.00 %
Barbara J. Fischer 21,324 shares 0.34 %
Stephen A. Fowle 8,558 shares 0.14 %
Rodger Levenson 2,948 shares 0.05 %
Richard M. Wright 3,999 shares 0.06 %

Directors and executive officers
as a group (17 persons) 470,786 shares 7.31 %

_____________________
* Includes exercisable options for each of the individuals as follows:
Schoenhals: 84,835, Cheleden: 8,305, Downey: 8,305, Drake: 7,305,
Hollowell: 4,785, Julian: 8,305, Klima: 1,605, Morgan: 4,605, Preston:
5,945, Reed: 1,005, Smith: 6,305, Turner: 100,472, Eddens: 0, Fischer:
18,097, Fowle: 4,650, Levenson: 2,787, and Wright: 2,450.

4. Compensation
------------

COMPENSATION DISCUSSION AND ANALYSIS

Introduction and Executive Summary

Several noteworthy elements influenced changes in our compensation
program between 2006 and 2007. Effective with the April 2007 Shareholders'
Meeting, Marvin N. Schoenhals, who had been Chairman, President and CEO
transitioned to Chairman of the Board. Mark A. Turner, who had been Chief
Operating Officer, transitioned to President and CEO. This transition was part
of a long-term succession plan implemented by the Board of Directors (the
"Board") during the last several years.

In response to this transition and the increase in responsibilities,
the Board increased Mr. Turner's base salary by 41%. Mr. Schoenhals' base pay
did not undergo a significant change. Also as part of this transition, we
adjusted the participation level in our Management Incentive Plan (MIP) to
coincide with the changes in responsibilities for Mr. Turner. We provide
additional details on the MIP adjustments in the Bonus section under Elements of
Compensation.

While the position of an in-house Chairman may be uncommon for a
financial institution of our size, the Board implemented this arrangement as
part of the transition process for Mr. Turner. We receive valuable benefits from
Mr. Schoenhals' experience and he is an important part of Mr. Turner's
leadership team during the early stages of the transition. In addition to Mr.
Schoenhals' traditional responsibilities as Chairman, he also is responsible for
mentoring Mr. Turner and others during this transition period, providing
transitional leadership for our Wealth Management Group through its start-up
period, and searching for niche businesses for future growth opportunities for
our company.

Also noteworthy are changes to the Named Executive Officers (NEOs) from
those reported in the 2006 proxy.

--------------------------------------------------------------------------------------------------------------------
Named Executive Officers
--------------------------------------------------------------------------------------------------------------------
2006 2007
----------------------------------------------------------- --------------------------------------------------------

Mark A. Turner - Chief Operating Officer Mark A. Turner - President and Chief Executive Officer

Marvin N. Schoenhals - Chairman, President and CEO Marvin N. Schoenhals - Chairman of the Board

Stephen A. Fowle - Executive Vice President and Chief Stephen A. Fowle - Executive Vice President and Chief
Financial Officer Financial Officer

Karl L. Johnston - Chief Operating Officer Rodger Levenson - Executive Vice President and
Director of Commercial Banking

Deborah A. Powell - Director of Human Resources Barbara J. Fischer - Executive Vice President and
Chief Administrative Officer
--------------------------------------------------------------------------------------------------------------------

Mr. Johnston retired and Mrs. Powell is no longer employed with us. Mr.
Levenson began his employment in 2006 and Mrs. Fischer was promoted to Executive
Vice President and Chief Administrative Officer in 2007.

Compensation Philosophy

Our compensation philosophy has remained unchanged from 2006 to 2007.
We strive to be competitive in base pay, with salaries targeted at the median of
banking peers comparable to our asset size. We structure our bonus system to
provide rewards for performance. Our total compensation at expected performance
levels is targeted to the median of peers. For exceptional performance, we
provide total compensation that compares to levels above the 75th percentile of
our peers. Our goal is to be a high performing company and we have designed our
compensation package toward attracting and retaining quality individuals, and
motivating and rewarding them for strong performance.

The Role of the Personnel and Compensation Committee of the Board of Directors

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
are to:

o approve and report to the Board salary levels and incentive
compensation payable to senior officers and other key Associates;
o recommend to the Board the establishment of incentive compensation
plans and programs;
o recommend to the Board the adoption and administration of certain
Associate benefit plans and programs;
o approve and report to the Board payment of additional year-end
contributions under certain of its retirement plans;
o oversee our stock incentive plans;
o approve and report to the Board stock incentive awards granted to our
key Associates;
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;
o annually, review and recommend to the Board compensation levels for
the Chairman, CEO, advisors to the Board and all Executive Vice
Presidents;
o determine the terms and involvement of external consultants involved
with the evaluation of Director, Chairman, CEO or senior executive
compensation;
o perform such other functions as are assigned by the Board.

The Committee considers various factors in evaluating executive
compensation, including:

o the executive's immediate level of responsibility;
o the experience level of the executive within his or her current
discipline;
o the executive's performance for both the current year and prior years;
o the executive's potential for future development;
o the executive's potential to add to our long-term value.

The Role of Management in Executive Compensation

Our CEO provides recommendations for the Committee's consideration and
manages our compensation programs and policies. His activities include:

o reviewing compensation programs for competitiveness and alignment with
WSFS' strategic goals;
o recommending changes, where appropriate;
o recommending pay levels and incentive plan payments for NEOs, except
for the CEO and the Chairman.

The CEO and Chairman excuse themselves from all Committee discussions
of their compensation levels. In the past, this has applied to Mr. Schoenhals
and Mr. Turner. As a practical matter, these individuals may discuss the formula
by which their bonuses are structured, but do not participate in decisions
regarding changes to their own compensation.

The Role of Consultants

In 2007, the Committee contracted with Clark Consulting, Inc. (Clark)
to conduct the following: a base pay analysis; an overall executive rewards
analysis; a review of our stock option plan; and a review of our 2007
Compensation Discussion and Analysis (CD&A). In addition to this project, Clark
was retained to assist us with our CD&A preparation for 2008 and possible
changes to our MIP. Prior to these projects, we had not engaged Clark for any
services, and Clark was the sole firm providing compensation consulting services
in 2007. Since their initial engagement, Clark divested the compensation
practice which is now operating as a wholly independent and separate entity
under the name of Amalfi Consulting, LLC. Amalfi consultants report directly to
the Committee. The Committee considered competitive proposals from other firms
before retaining Amalfi.

Peer Groups & Benchmarking

Approximately every three years, the Committee engages an independent
consultant to conduct a formal review of our executive compensation program. The
most recent review was the Amalfi report completed in 2007. During the years in
which no consultant is engaged, the Committee informally reviews proxy
statements of a sampling of peer group companies in which to compare our
executives' compensation.

The Committee uses two peer groups to benchmark compensation and set
incentive related performance goals:
o The Compensation Peer Group ("CPG") provides a targeted assessment of
the compensation practices for peer companies. The CPG allows us to
compare our compensation to other banks that have similar performance,
size and geographic locations and helps us align base compensation,
incentives and equity awards with our compensation philosophy.

o The Performance Peer Group ("PPG") provides a national perspective of
banks in the $1 to $3 billion asset size. We use the PPG to set
appropriate bank-wide financial goals, drawing from the larger
national dataset of comparably sized financial institutions.

Details on each of these peer groups are provided below.

Compensation Peer Group ("CPG")
-------------------------------

The CPG shown below was developed based on collaborative discussions
among management, the Committee and Amalfi. The organizations comprising the
final CPG provided a dataset of peers comparable to our size, performance and
location and met all of the following criteria:

o Located within CT, DE, MD, NJ, NY, PA, VA, and WV;
o Total Assets MRQ (most recent quarter as of 6/30/2007) between $1.8
billion and $6 billion. Average total assets were approximately $3
billion;
o Return on Average Assets (ROAA) greater than 0.9%;
o Return on Average Equity (ROAE) greater than 10.00%.

We compared key performance measures to the following peers as of year-end
2006.

---------------------------------------------------------------------------------
Total
Assets
2006 Y/E
Company Name Ticker City State ($000)
---------------------------------------------------------------------------------

1 F.N.B. Corp. FNB Hermitage PA 6,007,592
---------------------------------------------------------------------------------
2 National Penn Bancshares, Inc. NPBC Boyertown PA 5,452,288
---------------------------------------------------------------------------------
3 NBT Bancorp Inc. NBTB Norwich NY 5,087,572
---------------------------------------------------------------------------------
4 S&T Bancorp, Inc. STBA Indiana PA 3,338,543
---------------------------------------------------------------------------------
5 Harleysville National Corp. HNBC Harleysville PA 3,249,828
---------------------------------------------------------------------------------
6 Dime Community Bancshares, Inc. DCOM Brooklyn NY 3,173,377
---------------------------------------------------------------------------------
7 TrustCo Bank Corp NY TRST Glenville NY 3,161,187
---------------------------------------------------------------------------------
8 U.S.B. Holding Co., Inc. UBH Orangeburg NY 2,923,247
---------------------------------------------------------------------------------
9 Flushing Financial Corp. FFIC Lake Success NY 2,836,521
---------------------------------------------------------------------------------
10 Sandy Spring Bancorp, Inc. SASR Olney MD 2,610,457
---------------------------------------------------------------------------------
11 City Holding Company CHCO Charleston WV 2,507,807
---------------------------------------------------------------------------------
12 Hudson Valley Holding Corp. HUVL Yonkers NY 2,291,734
---------------------------------------------------------------------------------
13 Tompkins Financial Corp. TMP Ithaca NY 2,210,837
---------------------------------------------------------------------------------
14 Union Bankshares Corp. UBSH Bowling Green VA 2,092,891
---------------------------------------------------------------------------------
15 First Community Bancshares, FCBC Bluefield VA 2,033,698
Inc.
---------------------------------------------------------------------------------
16 Intervest Bancshares Corp. IBCA New York NY 1,971,753
---------------------------------------------------------------------------------
17 Virginia Commerce Bancorp, Inc. VCBI Arlington VA 1,949,082
---------------------------------------------------------------------------------
18 Univest Corp. of Pennsylvania UVSP Souderton PA 1,929,501
---------------------------------------------------------------------------------
19 Parkvale Financial Corp. PVSA Monroeville PA 1,858,715
---------------------------------------------------------------------------------
Average 2,983,507
---------------------------------------------------------------------------------
25th Percentile 2,063,295
---------------------------------------------------------------------------------
50th Percentile 2,610,457
---------------------------------------------------------------------------------
75th Percentile 3,211,603
---------------------------------------------------------------------------------
WSFS Financial Corp. WSFS Wilmington DE 2,997,396
---------------------------------------------------------------------------------
Percentile Rank of WSFS Financial Corp 63%
---------------------------------------------------------------------------------

Performance Peer Group ("PPG")
------------------------------

We created a PPG consisting of all publicly-traded banks and thrift
institutions in a total asset range of $1 billion and $3 billion. The PPG was
comparable to our average size and performance, with an average ROAA of 1.10%
and an average ROAE of 12.88%. The PPG consisted of 148 organizations throughout
the United States. As noted earlier, the Committee used the PPG to set
appropriate performance goals for our MIP.

Elements of Compensation

In the following section, we describe the elements of our NEO
compensation packages. It includes a discussion of how we determine the amounts
for each element, why each element is included in our NEO compensation program,
and the actual payments resulting from our pay-for-performance incentive
programs.

Base Salary
-----------

Why We Provide Base Salaries
We offer base salaries to provide a consistent and stable
source of income to our NEOs. Base salaries also serve as a base amount
for the determination of our pay-for-performance programs and serve as
a significant retention and recruiting tool.

How We Determine Base Salary Amounts
We establish base salaries and assess market competitiveness
by comparing our executives' qualifications, experience and
responsibilities as well as their individual performance and value,
with similar positions at our peers. Additional factors that play a
role in setting the final base salary amount for NEOs are as follows:
o special circumstances related to staffing needs and market
situations;
o levels of compensation provided from other compensation
components.

When determining base salary amounts for newly hired NEOs, we
incorporate the following additional factors:
o the prior incumbent's salary;
o the successful candidate's salary history;
o any market-based data provided by the external recruiter
retained for the search;
o the salary requirements of other candidates being considered
for the position who have a similar level of experience.

During 2007, the analysis of base salaries conducted by Amalfi
determined that our base salary levels were comparable to the median
base salary of our peers.

On average, the base salaries paid to our NEOs in total were
4.2% above the median pay of our CPG. The unique arrangement with our
internal Chairman escalates our total NEO compensation. If we were to
subtract our Chairman's compensation from this data, the average base
salary for our NEOs would be slightly less (0.75%) than the median pay
of our CPG. As noted earlier, our executives who are fully functional
and performing at expected levels are targeted at the median base
salary levels of our peers.

The table below shows changes to our NEO base salaries.
Increases reflect personal performance, merit increases and any market
or competitive adjustments. As previously discussed in the Introduction
and Executive Summary Section, the increase in Mr. Turner's base salary
reflects the additional responsibilities required in his new leadership
role. The increase in Mrs. Fischer's base salary reflects her promotion
to Executive Vice President and Chief Administrative Officer in 2007.
Increases in 2008 reflect a combination of merit increases and changes
to better align our NEOs with peer medians as determined in the Amalfi
compensation review.

---------------------------------------------------------------------------------------------------------------------------
Base Salary
---------------------------------------------------------------------------------------------------------------------------
2007 to
2006 to 2007 % 2008 %
NAMED EXECUTIVE OFFICERS 2006 2007 increase 2008 2 increase
---------------------------------------------------------------------------------------------------------------------------

Mark A. Turner - President and
Chief Executive Officer $ 266,000 $ 375,000 41.0% $ 405,000 8.0%
Stephen A. Fowle - Executive Vice
President and Chief Financial Officer $ 187,200 $ 197,000 5.2% $ 210,000 6.6%
Marvin N. Schoenhals - Chairman
of the Board $ 441,000 $ 463,000 5.0% $ 463,000 -%
---------------------------------------------------------------------------------------------------------------------------
Rodger Levenson - Executive Vice
President and Director of
Commercial Banking 1 $ 225,000 $ 235,000 4.4% $ 235,000 -%
---------------------------------------------------------------------------------------------------------------------------
Barbara J. Fischer - Executive Vice
President and Chief Administrative
Officer $ 181,175 $ 196,000 8.2% $ 204,000 4.1%
---------------------------------------------------------------------------------------------------------------------------

1 Mr. Levenson was hired during 2006. His 2006 base salary was annualized for
comparison purposes.
2 Increases effective March 1, 2008 based on 2007 performance, except for Mr.
Levenson. His increase was effective November 1, 2007.

Bonus/Annual Incentives
-----------------------

Our executives are eligible for an annual award under our
Management Incentive Plan (MIP). We designed the MIP to reward
performance based on excellence in performance on key financial metrics
as compared to both the PPG, defined in the Peer Groups & Benchmarking
section presented earlier, and each executive's performance in meeting
benchmarks related to the contribution to his or her area of
responsibility. The Committee also retains the discretion to increase
or decrease the bonus payments awarded under the MIP to take into
consideration special performance events or other performance-based
circumstances.

In addition to the incentive payments determined under the
MIP, the Committee has the discretion to award other cash bonuses to
executives for

extraordinary performance-based achievements. The Board did not
exercise this discretion in 2007.

Why We Provide Annual Incentives
Our compensation program includes an annual performance-based
award. The objective is to compensate executives based on achievement
of bank-wide and individual goals that are related to building
franchise value and shareholder value. The bonus is intended to reward
short-term performance, typically annually, in line with our long-term
goals and motivate the executive to achieve outstanding results.

How We Determine Annual Incentive Amounts
The structure of our Bonus plan includes:
1. setting Company goals;
2. setting personal performance goals;
3. weighting the goals;
4. providing bonus opportunities to NEOs;
5. measuring actual performance and calculating incentive
payments.

o Setting Company goals
Each year the Committee reviews our metrics and
establishes bank-wide targets on the chosen metrics. In
selecting the metrics, the Committee considers our short-term
and long-term business strategy, the current business
environment and the interests of the shareholders.

The following metrics of Company performance were
chosen for 2007.

1. Return on assets (ROA)
2. Return on equity (ROE)
3. Earnings per share (EPS) growth

Each was weighted evenly in our bonus plan.

The Committee set the goals for each of the three
measures in relation to the performance by the PPG in the
previous year. The Committee used 2006 PPG performance data to
set the goals for 2007. Although this historical perspective
creates a lag in comparison, the approach allowed the
Committee to establish the new benchmarks at the same time our
annual budget was being completed. The timing also allowed the
Committee to communicate to management the criteria against
which their upcoming performance would be judged.

For the last five years, this lag has not been an
issue because the peer performance has been relatively
consistent from year to year. In 2007, however, the lag
presented difficulties in fairly assessing our performance.
Moving to a more current measurement period is being reviewed
and considered for 2008.

Under our 2007 MIP, the "threshold" level for each
goal was set at the 40th percentile of the 2006 PPG
performance; the "target" level for each goal was set at the
60th percentile and the "maximum" level for each goal was set
at the 75th percentile. Historically, achieving "Maximum" in
all three performance criteria has been achieved by only 5% to
10% of the organizations in the PPG. Therefore, a "maximum"
bonus can be achieved only if we are a very high-performing
company compared to peers.

2007 MIP - Company Performance Goal Levels
--------------------------------------------------------------------------------
Percentile Rank to 2006 PPG Performance
------------------------------- ------------------------------------------------
Threshold Target Maximum
Goal (40th) (60th) (75th)
------------------------------- ------------------- ------------ ---------------

Return on Assets (ROA) 1.0% 1.1% 1.3%
Return on Equity (ROE) 11.1% 13.7% 15.1%
Earnings Per Share
(EPS) Growth 7.7% 10.0% 12.7%
------------------------------- ------------------- ------------ ---------------

o Setting personal performance goals
At the beginning of the year, NEOs who report to the
CEO develop personal performance goals for the year consistent
with the budget and strategic plan and submit them to the CEO
for review, amendment and approval. Through a collaborative
effort, the respective NEOs and CEO agree to the final
individual performance goals.

In general, personal performance goals are
established using categories included in our internal Balanced
Scorecard approach. The four categories are: Customer,
Associate, Financial and Operational. All or some of the four
categories may apply to each NEO depending upon each person's
area of responsibility and their impact on our strategic plan.

Under the MIP, the Committee measures the performance
of the CEO and Chairman solely on Company-wide goals. However,
the Board establishes individual performance expectations in
addition to those associated with the MIP for these NEOs.
These performance expectations are established after a review,
discussion and approval of recommendations by the CEO and
Chairman. When annual salary adjustments are being considered,
the Committee assesses the NEO performance compared to
expectations.

o Weighting the goals
The Committee believes the more senior the rank of
the executive, the more responsibility that executive has for
company-wide performance. As a result, company-wide
performance measurement criteria play a larger role in
determining the amount of bonus the more senior the executive.
Personal performance goals play a larger role in determining
the amount of the bonus for less senior ranked executives.

The table below shows the weighting of performance
measurement criteria for each NEO.

----------------------------------------------------------------------------
Weighting of Performance Criteria by NEO
----------------------------------------------------------------------------
Bank-Wide Personal
Named Executive Officer Performance Performance
----------------------------------------------------------------------------
Mark A. Turner - President and Chief 100% 0%
Executive Officer

Stephen A. Fowle - Executive Vice
President and Chief Financial Officer 65% 35%

Marvin N. Schoenhals - Chairman of the Board 100% 0%

Rodger Levenson - Executive Vice President
and Director of Commercial Banking 65% 35%

Barbara J. Fischer - Executive Vice
President and Chief Administrative Officer 65% 35%
------------------------------------------------------------------------

MIP awards are calculated by using the percentage
allocation shown above. For example, the MIP awards for Mr.
Turner and Mr. Schoenhals are based entirely on bank-wide
financial performance. Although they have personal performance
goals, it is our overall performance that affects their MIP
award.

o Providing bonus opportunities to NEOs
The table below shows the NEO bonus opportunity under
the MIP. When setting MIP goals, the Committee takes into
consideration the opportunity levels for similar positions
within the CPG companies along with our philosophy of linking
pay to performance. If we meet our performance targets and the
NEO achieves their personal performance targets, we would
provide a bonus as shown in the table.

----------------------------------------------------------------------------------------------
MIP Opportunity as a Percent of Base Salary
----------------------------------------------------------------------------------------------
Named Executive Officer Minimum Target Maximum
----------------------------------------------------------------------------------------------

Mark A. Turner - President 25.0% 50.0% 120.0%
and Chief Executive Officer

Stephen A. Fowle - Executive Vice President and
Chief Financial Officer 17.5% 35.0% 90.0%

Marvin Schoenhals - Chairman of the Board 25.0% 50.0% 120.0%

Rodger Levenson - Executive Vice President and
Director of Commercial Banking 17.5% 35.0% 90.0%

Barbara J. Fischer - Executive Vice President and
Chief Administrative Officer 17.5% 35.0% 90.0%
----------------------------------------------------------------------------------------------

o Measuring actual performance and calculating incentive payments

The table below shows our 2007 targeted goals. The
formula is computed by assigning a value of 1, 2 and 3 for
Threshold, Target and Maximum, respectively. Our performance is
compared to the MIP goals and a numerical value is interpolated.
For example, if our ROA performance was exactly between the
Threshold goal (a value of 1) and Target goal (a value of 2), our
ROA would receive a score of 1.5.

-------------------------------------------------------------------------------------------------------------
2007 Management Incentive Plan Company Performance Goals and Results
-------------------------------------------------------------------------------------------------------------
Percentile Rank to PPG 2007
-------------------------------------------------------------------------------------------------------------
Goal Threshold Target Max Actual Score
(40th) (60th) (75th) Results
-------------------------------------------------------------------------------------------------------------

Return on Assets (ROA) 1.0% 1.1% 1.3% .98% .97
Return on Equity (ROE) 11.1% 13.7% 15.1% 14.34% 2.46
Earnings Per Share (EPS) Growth 7.7% 10.0% 12.7% 3.17% .41
-------------------------------------------------------------------------------------------------------------
Average 1.28
--------------- -------------
Percentile 43rd
Rank
--------------- -------------

Since 2007 was a difficult year for us and for the
banking industry, we did not compare well to 2006 industry
performance measures. The total amount paid under the MIP was
$772,000 in 2007. This compares to $1.3 million paid for 2006.
The decline was the result of us not achieving our targets,
which was directly related to the economic downturn affecting
the financial services industry and the previously noted
"lag."

The MIP awards were based on financial information
available to the Personnel and Compensation Committee at the
time the recommendation and approval was made. Subsequent to
their approval, an adjustment to our financial statements
increased our earnings by $411,000, or $0.06 per share. This
adjustment was 1.4% of earnings and was determined to be
immaterial to the calculation of these awards. No

further changes were made. For additional information about
the adjustment, refer to our Form 8-K filed on March 17,
2008.

Our Return on Assets declined from 1.03% in 2006 to
0.97% in 2007; our Return on Equity declined from 15.42% in
2006 to 14.14% in 2007; and our growth of Earnings Per Share
decreased from 13.4% in 2006 to 3.2% in 2007. As a result, for
2007 total MIP bonuses were 41% lower than awards granted for
2006. It is worth noting that our financial performance
compared favorably to our peers throughout 2007 at
approximately the 75th percentile, on average. Even though we
outperformed our PPG during 2007, the Committee executed the
plan based on 2006 PPG performance, as designed, and did not
use its discretion to adjust the bonus amounts based upon
bank-wide performance measures against a more recent peer
comparison.

NEO achievement of some personal performance goals
was impacted by the overall credit downturn in the financial
services industry. For example, the deteriorating credit
environment required additional provisions for loan losses in
the fourth quarter 2007. This negatively affected NEO personal
performance that was tied to budgeted goals.

At year-end 2007, the CEO reviewed our performance
and the NEO personal performance levels using the criteria
described above. He presented bonus recommendations to the
Committee based on that review. The table below shows the
actual payments approved by the Committee for each NEO under
the MIP. The Committee did not make any discretionary
adjustments to the recommended amounts.

------------------------------------------------------------------------------------------------
Actual 2007 paid in 2008
------------------------------------------------------------------------------------------------
NAMED EXECUTIVE OFFICER MIP Target
Opportunity as a % of Percent of Dollar
Base Salary Base Amount
------------------------------------------------------------------------------------------------

Mark A. Turner - President 50% 29% $110,000
and Chief Executive Officer

Stephen A. Fowle - Executive Vice
President and Chief Financial Officer 35% 37% 72,000

Marvin Schoenhals - Chairman of the Board 50% 29% 135,000

Rodger Levenson - Executive Vice
President and Director of Commercial
Banking 35% 23% 54,000

Barbara J. Fischer - Executive Vice
President and Chief Administrative
Officer 35% 24% 48,000
------------------------------------------------------------------------------------------------

Mr. Fowle received a supplementary bonus under the MIP
for his successful management of the Human Capital Management
Department during the time in which we were conducting an
executive search for the head of that department in 2007. The
successful management of the Human Capital Management Department
was made a component of his MIP goals for 2007.

In 2008, a group consisting of management, the
Committee and our compensation consultant is reviewing the
MIP. The group will consider potential revisions to the MIP
including factors such as: the 2007 compensation review, the
change of leadership and the decision to apply best practices
to the MIP model. Changes that may result from this analysis
are being presented to the Committee for their discussion and
approval.

Equity/Long-Term Incentives
---------------------------
Our equity-based compensation plan is the primary method by which we
provide long-term incentives to our executives. We typically award stock
options to our executives annually. Other forms of equity compensation are
available for award under our plan. In the recent past, however, our NEOs
have received only stock option awards.

Why We Offer Equity
We offer equity awards as a performance incentive to encourage
ownership of our Common Stock to our executives and to further align
the interests of management with those of our stockholders.

How We Determine Equity Award Levels
There is both a formulaic component and a performance-based
discretionary component to our equity awards. Usually, stock options
are granted each year-end. These awards are driven by a formula that
grants an aggregate option value (defined as the exercise price times
the number of options) at a set percentage of the executive's base
salary.

The Committee has the discretionary authority to approve
awards for outstanding performance and other specific events. In
March 2008, Mrs. Fischer was awarded 1,000 discretionary options
valued at $9,578 using a Black-Scholes value of $9.58 per option.
This represented 0.82% of the total options granted for 2007. This
award was in recognition of her leadership role in the move to our
new headquarters building during the first quarter of 2007.

The table below shows the options granted in December 2007 as
well as those discretionary awards granted in March.

-------------------------------------------------------------------------------------------------------------
2007 Equity Awards 1
-------------------------------------------------------------------------------------------------------------
NEO Annual Award Discretionary Award
--------------------------- --------------------------------
Number of Number of
Options Value Options Value
-------------------------------------------------------------------------------------------------------------

Mark A. Turner - President and Chief Executive 9,600 $107,101 - -
Officer

Stephen A. Fowle - Executive Vice President
and Chief Financial Officer 3,800 42,394 - -

Marvin Schoenhals - Chairman of the Board 11,800 131,646 - -

Rodger Levenson - Executive Vice President and
Director of Commercial Banking 4,500 50,204 - -

Barbara J. Fischer - Executive Vice President
and Chief Administrative Officer 3,800 42,394 1,000 $9,578
-------------------------------------------------------------------------------------------------------------

1 Values of awards based upon the Black-Scholes valuation on the date of
grant. For more information concerning the assumptions used for these
calculations, please see Note 13 to our 2007 Consolidated Financial
Statements in the 2007 Annual Report to Stockholders.

The executive compensation study conducted by Amalfi in the
fourth quarter 2007 concluded that our equity award grants were about
at the 25th percentile as compared to the CPG.

Timing and Pricing of Equity Awards
The Committee usually awards stock option grants at year-end.
Grants may be recommended during other times of the year for special
circumstances, such as the hiring of a new executive, but are subject
to Committee approval. The grant date is established when the
Committee approves the grant and all key terms have been established.
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 for our stock options is set as the market closing
price on the grant date.

Benefits
--------
o 401(k) Employer Contribution
We provide a 401(k) program that allows Associates to
contribute a portion of their pre-tax earnings towards retirement
savings. We offer a Company match to all Associates enrolled in our
401(k) plan as a component of total compensation and to encourage them
to participate in the Plan. We match the first 5% of an Associate's
contribution dollar-for-dollar up to IRS limitations. In addition, the
Board may authorize a discretionary profit sharing contribution to all
eligible Associates reflecting overall financial performance. In 2007,
the Board authorized a discretionary contribution equaling 1.75% of
eligible participants' annual compensation. In past years it was
typically 2%.

Unlike some of members of our peer group, we do not offer
SERPs or deferred compensation plans. In consideration of that, the
Committee approved additional options to certain highly compensated
executives, including the NEOs, to compensate them for contribution
limitations to qualified retirement plans

imposed by the IRS. The supplemental equity awards shown in the table
below are in addition to the equity awards provided in the table
above. These supplemental equity awards are also formulaic, with the
intention of compensating executives for limits to our contributions
required by IRS rules under the broad-based qualified plans we offer
to all Associates.

To calculate the supplemental equity awards, we add the
deferral shortfall (the maximum deferral without applying the IRS
compensation limit, minus the IRS limit for 2007, which was $225,000)
to the lost Company contribution opportunity (base salary minus
$225,000), and divide the sum by the option value as of December 12,
2007. The following table shows the number and value of options used to
replace the retirement shortfall for each of our NEOs during 2007.

-----------------------------------------------------------------------------------------
2007 Supplemental Equity Awards (Formulaic)
-----------------------------------------------------------------------------------------
Named Executive Officer Options to Replace Aggregate Option
Value 1
-----------------------------------------------------------------------------------------

Mark A. Turner - President and Chief 4,400 $ 49,089
Executive Officer

Stephen A. Fowle - Executive Vice President
and Chief Financial Officer 1,200 13,388

Marvin Schoenhals - Chairman of the Board 5,650 63,033

Rodger Levenson - Executive Vice President
and Director of Commercial Banking 1,750 19,524

Barbara J. Fischer - Executive Vice
President and Chief Administrative Officer 750 8,368
-----------------------------------------------------------------------------------------

1 Derived by using the Black-Scholes value of options as of December 12,
2007. For more information concerning the assumptions used for these
calculations, please see Note 13 to our 2007 Consolidated Financial
Statements in the 2007 Annual Report to Stockholders.

An additional benefit of using equity to provide supplemental
retirement benefits to our executives is the resulting increase in
stock ownership provided to these key Associates which further
strengthens the alignment of executive goals with the interests of our
shareholders.

Perquisites
-----------
Perquisites are granted to NEOs for specific reasons, and are
identified either by the Committee or by the CEO and recommended to the
Committee. Perquisites include club memberships, including country clubs. These
are provided to assist in business development and to maintain competitiveness
of overall compensation. In addition, perquisites included items such as
personal financial consulting and travel allowances for business use of
personally owned vehicles. These are provided to increase overall executive
productivity. Additionally, executives who are recruited from outside our market
may be reimbursed for costs associated with their relocation. We may provide a
tax gross-up for some of the perquisites offered. The table below illustrates a
list of perquisites awarded to the NEOs in 2007 and their respective values.

--------------------------------------------------------------------------------------------------------------------------------
2007 Named Executive Officer Perquisites
--------------------------------------------------------------------------------------------------------------------------------
Rodger
Stephen Levenson
A. Fowle Executive
Mark A. Executive Vice Barbara J.
Turner Vice President Executive Vice
President President Marvin and Director President and
and Chief and Chief Schoenhals of Chief
Executive Financial Chairman of Commercial Administrative
Officer Officer the Board Banking Officer
--------------------------------------------------------------------------------------------------------------------------------

Auto Allowance $ 6,353 $ - $ 7,320 $ 6,000 $ -
Club Dues 1 73,304 4,807 7,356 7,400 -
Financial Planning Service 10,580 8,470 9,540 - -
Relocation Related Expenses 2 - - - 29,320 -
Other 3 5,290 4,235 4,770 - -
Use of Non-Commercial Aircraft 4 - - 40,240 - -
--------------------------------------------------------------------------------------------------------------------------------
Total $95,527 $17,512 $69,226 $42,720 $ -
Total as a % of Base Salary 25.47% 8.89% 14.95% 18.18% 0.00%
Total as a % of Cash Compensation 15.91% 5.98% 9.56% 13.81% 0.00%
--------------------------------------------------------------------------------------------------------------------------------

1 Mr. Turner's amount includes a $72,192 non-recurring country club entry
fee, and related tax gross-up, as part of assuming CEO responsibilities.
Tax gross-ups are also included for Mr. Schoenhals and Mr. Levenson.
2 Negotiated as part of offer of employment.
3 Includes tax gross-ups provided for financial planning service
reimbursement.
4 Use of non-commercial aircraft was discussed and approved in advance by the
Personnel and Compensation Committee to facilitate a portion of business
travel for Mr. Schoenhals including travel to and from board meetings of
the Federal Home Loan Bank of Pittsburgh where he served as Chairman.
Non-commercial flights have been approved in instances where commercial
flight times (and attendant delays) would have an adverse impact on other
business activities and where travel is for our benefit. We did not pay for
personal use of non-commercial aircraft. No other NEOs were eligible for
this perquisite.

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

As a result of our challenging economic environment, to reduce overall corporate
expenses and set the tone for such spending, the NEOs voluntarily gave up their
annual perquisites in 2008, except for business-related travel. These benefits
could be reinstated in 2009.

Total Compensation

The charts below show the components of total NEO compensation.
Consistent with our pay-for-performance philosophy, a significant portion of
their total compensation package is attributable to incentive components. For
purposes of presenting the value of equity in the graphs below, we used the
Black-Scholes value of options on the grant date. The Long Term Incentive/Equity
category includes the full value of all formulaic, supplemental and
discretionary awards. Other compensation includes fixed amounts such as
perquisites, 401(k) contributions and similar benefits.

[GRAPHIC OMITTED] [GRAPHIC OMITTED]

Mark A. Turner Stephen A. Fowle
2007 Total Compensation 2007 Total Compensation

MIP / Bonus 14.6% MIP / Bonus 20.1%
LTI / Equity 20.8% LTI / Equity 15.6%
Other 14.7% Other 9.2%
Base 49.9% Base 55.1%

[GRAPHIC OMITTED] [GRAPHIC OMITTED]

Marvin N. Schoenhals Rodger Levenson
2007 Total Compensation 2007 Total Compensation

MIP / Bonus 15.4% MIP / Bonus 13.1%
LTI / Equity 22.2% LTI / Equity 16.9%
Other 9.6% Other 12.9%
Base 52.8% Base 57.1%

[GRAPHIC OMITTED]

Barbara J. Fischer
2007 Total Compensation

MIP / Bonus 15.0%
LTI / Equity 18.9%
Other 4.8%
Base 61.3%

Compared to the CPG, the average direct compensation and total
compensation of our five NEOs is in line with the 50th percentile (median) and
well below the 75th percentile.

--------------------------------------------------------------------------------------------------------------
Comparison to Compensation Peer Group (CPG)
--------------------------------------------------------------------------------------------------------------
Compensation
Level Average Percent Difference Between our NEOs to those of the CPG
of CPG --------------- ----------------------- ---------------------- -----------------------
Cash Direct Total
Salary Compensation 1 Compensation 2 Compensation 3
--------------------------------------------------------------------------------------------------------------

50th Percentile 4.20% -0.20% -0.80% 0.80%
--------------------------------------------------------------------------------------------------------------
75th Percentile -12.20% -14.40% -19.80% -21.20%
--------------------------------------------------------------------------------------------------------------

1 Includes base salary plus any annual incentive or cash bonus
2 Includes cash compensation plus the economic value of equity or long-term
incentives.
3 Includes cash compensation, equity, any other compensation (e.g., 401(k)
employer match amounts, club dues, etc.) and retirement benefits.

Employment Agreements

We do not have employment agreements for our NEOs. There is, however, a
formal severance policy which provides payments to NEOs if their employment is
terminated without cause or following a change of control. Further details
concerning Employment Agreements are provided under the Potential Payments Upon
Termination or Change in Control Section.

Tax Considerations Related to Our Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (Code
Section 162(m)) provides that certain compensation paid in excess of $1 million
to the Chief Executive Officer or to any of the other three most highly
compensated NEOs 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). Generally, we structure our
compensation programs so that compensation expense will be tax deductible. The
deductibility of some types of compensation payments, however, can depend upon
numerous factors, including plan design, the timing of the vesting of
compensation awards or the 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 certain
compensation. As a result of these various factors, and in order that the
Committee retains flexibility in awarding compensation, there may be situations
when compensation paid will not be tax deductible in accordance with Code
Section 162(m).

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 compensation that could be paid to NEOs resulting from a change in
control transaction affecting us. In the event we pay any "excess parachute
payments" as it is defined under Code Section 280G, we would

have compensation payments that are not tax deductible and executives would have
excise taxes due on the receipt of such "excess parachute payments." The
Committee considers the adverse tax liabilities imposed by Code Sections 280G
and 4999, as well as other competitive factors when it structures certain
compensation to our NEOs. We do not anticipate that any payments to be made
related to a possible future change in control transaction 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. No such
non-deductible payments under Code Section 280G were paid to any current or
former NEO during 2007.

Other Executive Compensation Policies
-------------------------------------

The Board has adopted an Ethics Policy. The provisions of this policy
prohibit NEOs from using inside information to buy or sell our securities for a
financial gain. To further ensure adherence to this policy, guidelines have been
established for company-imposed trading blackout periods. Our regulatory counsel
and the Chief Financial Officer offer direction to Associates on compliance with
this policy. The policy requires all NEOs, to provide annual, written
certification of their understanding and intent to comply with the policy.

Stock options are granted at the fair market value on the date of the
grant and are not subject to re-pricing.

Personnel and Compensation Committee Report

We have reviewed and discussed with management the Compensation
Discussion and Analysis to be included in our 2008 Shareholder Meeting 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 that the Compensation Discussion and Analysis referred to
above be included in our Proxy.

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

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) Mark A. Turner because he served as our Principal Executive Officer during
2007, (2) Stephen A. Fowle because he served as our Principal Financial Officer
during 2007, (3) Marvin N. Schoenhals, (4) Rodger Levenson and (5) Barbara J.
Fischer because their total compensation placed them in the group of the three
highest paid executives for 2007 other than the principal executive and
principal financial officers. As a group, we also refer to these executives as
our Named Executive Officers (NEOs) in this Proxy. The following is information
about the compensation of our NEOs.

The information for these executives is organized according to the type
of compensation. First, we show overall total compensation, including salaries,
bonuses, option awards and certain other compensation, such as the matching
contribution made to 401(k) plan investments, 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.

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of each NEO for the
years ended December 31, 2007 and 2006.

SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------------------------------------

Option All Other
Name and Principal Position Salary Bonus Awards 1 Compensation 2 Total
Year ($) ($) ($) ($) ($)
--------------------------------------------------------------------------------------------------------------

Mark A. Turner, President and 2007 $ 356,866 $ 110,000 $ 80,745 $ 110,714 $ 658,325
Chief Executive Officer 2006 262,000 148,000 112,160 27,420 549,580
--------------------------------------------------------------------------------------------------------------
Stephen A. Fowle, Chief 2007 196,367 72,000 34,093 32,699 335,159
Financial Officer 2006 186,000 80,000 35,191 30,427 331,618
--------------------------------------------------------------------------------------------------------------
Marvin N. Schoenhals, Chairman 2007 459,333 135,000 279,541 84,413 958,287
2006 437,500 236,000 339,770 68,630 1,081,900
--------------------------------------------------------------------------------------------------------------
Rodger Levenson, Director of 2007 226,250 54,000 37,994 53,285 371,529
Commercial Banking 2006 35,048 40,000 1,907 1,000 77,955
--------------------------------------------------------------------------------------------------------------
Barbara J. Fischer, Chief 2007 193,529 48,000 35,073 15,187 291,789
Administrative Officer 2006 180,154 56,000 41,717 13,901 291,772
--------------------------------------------------------------------------------------------------------------

1 Represents the compensation cost recognized by the Company in connection
with options to purchase shares of Company common stock granted to the
individual, regardless of the year of grant and calculated in accordance
with SFAS 123R for financial statement purposes. For more information
concerning the assumptions used for these calculations, please see Note 13
to our 2007 Consolidated Financial Statements.

2 In 2007, All Other Compensation included perquisites listed in the table on
page 25, plus contributions made by the Company into the 401(k) plans of
our NEOs in the amount of $15,187 for Mr. Turner, Mr. Fowle, Mr.
Schoenhals, and Mrs. Fischer; and $10,566 for Mr. Levenson.

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 2007 to each NEO.

GRANT OF PLAN-BASED AWARDS

-------------------------------------------------------------------------------------------------------

All Other
Stock Awards: Exercise of
Number of Base Price of Grant Date
Securities Option Awards Fair Value of
Grant Underlying ($/Sh) Option Awards
Name Date Options (#)
-------------------------------------------------------------------------------------------------------

Mark A. Turner 12/12/07 14,000 $53.39 $ 156,190
-------------------------------------------------------------------------------------------------------
Stephen A. Fowle 12/12/07 5,000 53.39 55,782
-------------------------------------------------------------------------------------------------------
Marvin N. Schoenhals 12/12/07 17,450 53.39 194,679
-------------------------------------------------------------------------------------------------------
Rodger Levenson 12/12/07 6,250 53.39 69,728
-------------------------------------------------------------------------------------------------------
Barbara J. Fischer 02/21/07 500 69.00 7,433
12/12/07 4,550 53.39 50,762
-------------------------------------------------------------------------------------------------------

Under our 2005 Incentive Plan, we issued incentive and non-qualified
option grants to our CEO and executive officers in 2007. 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. See Note 13 to our 2007
Consolidated Financial Statements for a detailed discussion of how we value
option awards.

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

No options were re-priced, nor were any modifications made to any
outstanding option during 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 in our policy of granting
options with a ten-year exercise term to a five-year exercise term. No stock
awards have been granted to Named Executive Officers, therefore none are shown
in the table.

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
----------------------------------------------------------------------------------------------------------

Mark A. Turner 1 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
10,000 - 10,000 17.35 02/28/12
12,900 - 12,900 33.40 12/19/12
6,160 1,540 7,700 43.70 12/18/13
3,570 2,380 5,950 58.75 12/16/14
4,350 4,350 8,700 63.67 12/15/10
1,712 5,138 6,850 65.20 12/13/11
- 14,000 14,000 53.39 12/12/12
----------------------------------------------------------------------------------------------------------
Stephen A. Fowle 2 1,200 1,800 3,000 60.00 01/03/15
1,500 1,500 3,000 63.67 12/15/10
200 600 800 62.78 02/22/11
950 2,850 3,800 65.20 12/13/11
- 5,000 5,000 53.39 12/12/12
----------------------------------------------------------------------------------------------------------
Marvin N. Schoenhals 3 8,160 - 8,160 10.81 11/16/10
9,200 - 9,200 14.88 11/16/10
24,980 - 24,980 17.20 12/19/11
16,800 - 16,800 33.40 12/19/12
10,120 2,530 12,650 43.70 12/18/13
5,700 3,800 9,500 58.75 12/16/14
6,550 6,550 13,100 63.67 12/15/10
3,325 9,975 13,300 65.20 12/13/11
- 17,450 17,450 53.39 12/12/12
----------------------------------------------------------------------------------------------------------
Rodger Levenson 4 2,787 8,363 11,150 65.20 12/13/11
- 6,250 6,250 53.39 12/12/12
----------------------------------------------------------------------------------------------------------
Barbara J. Fischer 5 10,000 - 10,000 17.63 09/05/11
1,920 - 1,920 33.40 12/19/12
2,280 570 2,850 43.70 12/18/13
1,500 1,000 2,500 58.75 12/16/14
1,610 1,610 3,220 63.67 12/15/10
662 1,988 2,650 65.20 12/13/11
- 500 500 69.00 02/21/12
- 4,550 4,550 53.39 12/12/12
----------------------------------------------------------------------------------------------------------

1 For Mr. Turner, of the 1,540 unvested options expiring on 12/18/13, all
1,540 vest on 12/18/08; of the 2,380 unvested options expiring on
12/16/14, 1,190 vest on 12/16/08 and 1,190 vest on 12/16/09; of the
4,350 unvested options expiring on 12/15/10, 2,175 vest on 12/15/08 and
2,175 vest on 12/15/09; of the 5,138 unvested options expiring on
12/13/11, 1,713 vest on 12/13/08, 1,712 vest on 12/13/09 and 1,713 vest
on 12/13/10; of the 14,000 unvested options expiring on 12/12/12, 3,500
vest on 12/12/08, 3,500 vest on 12/12/09, 3,500 vest on 12/12/10 and
3,500 vest on 12/12/11.

2 For Mr. Fowle, of the 1,800 unvested options expiring on 1/3/15, 600
vest on 1/3/08, 600 vest on 1/3/09 and 600 vest on 1/3/10; of the 1,500
unvested options expiring on 12/15/10, 750 vest on 12/15/08 and 750
vest on 12/15/09; of the 600 unvested options expiring on 2/22/11, 200
vest on 2/22/08, 200 vest on 2/22/09 and 200 vest on 2/22/10; of the
2,850 unvested options expiring on 12/13/11, 950 vest on 12/13/08, 950
vest on 12/13/09 and 950 vest on 12/13/10; of the 5,000 options
expiring on 12/12/12, 1,250 vest on 12/12/08, 1,250 vest on 12/12/09,
1,250 vest on 12/12/10 and 1,250 vest on 12/12/11.

3 For Mr. Schoenhals, of the 2,530 unvested options expiring on 12/18/13,
all 2,530 vest on 12/18/08; of the 3,800 unvested options expiring on
12/16/14, 1,900 vest on 12/16/08 and 1,900 vest on 12/16/09; of the
6,550 unvested options expiring on 12/15/10, 3,275 vest on 12/15/08 and
3,275 vest on 12/15/09; of the 9,975 unvested options expiring on
12/13/11, 3,325 vest on 12/13/08, 3,325 vest on 12/13/09 and 3,325 vest
on 12/13/10; of the 17,450 unvested options expiring on 12/12/12, 4,362
vest on 12/12/08, 4,363 vest on 12/12/09, 4,362 vest on 12/12/10 and
4,363 vest on 12/12/11.

4 For Mr. Levenson, of the 8,363 unvested options expiring on 12/13/11,
2,788 vest on 12/13/08, 2,787 vest on 12/13/09 and 2,788 vest on
12/13/10; of the 6,250 unvested options expiring on 12/12/12, 1,562
vest on 12/12/08, 1,563 vest on 12/12/09, 1,562 vest on 12/12/10 and
1,563 vest on 12/12/11.

5 For Mrs. Fischer, of the 570 unvested options expiring on 12/18/13, all
570 vest on 12/18/08; of the 1,000 unvested options expiring on
12/16/14, 500 vest on 12/16/08 and 500 vest on 12/16/09; of the 1,610
unvested options expiring on 12/15/10, 805 vest on 12/15/08 and 805
vest on 12/15/09; of the 1,988 unvested options expiring on 12/13/11,
663 vest on 12/13/08, 662 vest on 12/13/09 and 663 vest on 12/13/10; of
the 500 unvested options expiring on 2/21/12, 125 vest on 2/21/08, 125
vest on 2/21/09, 125 vest on 2/21/10 and 125 vest on 2/21/11; of the
4,550 unvested options expiring on 12/12/12, 1,137 vest on 12/12/08,
1,138 vest on 12/12/09, 1,137 vest on 12/12/10 and 1,138 vest on
12/12/11.

Exercises of Options and Vesting of Shares During 2007

The following table shows the number of options exercised by the
officers during the fiscal year ended December 31, 2007. Since no officer
received stock awards, no vesting of stock awards is shown.

Option Exercises and Stock Vested

Option Awards
---------------------------------------------------------------------------------------
Number of Shares Value Realized
Acquired on Exercise on Exercise
Name (#) ($)
---------------------------------------------------------------------------------------

Mark A. Turner - -
---------------------------------------------------------------------------------------
Stephen A. Fowle - -
---------------------------------------------------------------------------------------
Marvin N. Schoenhals 38,280 $ 1,966,922
---------------------------------------------------------------------------------------
Rodger Levenson - -
---------------------------------------------------------------------------------------
Barbara J. Fischer - -
---------------------------------------------------------------------------------------

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 our
Chief Executive Officer and Executive Vice Presidents if their employment is
terminated without cause or following a change of control of the Company.

Termination without cause - An executive covered by this policy who is
terminated without cause is provided a minimum of six months severance and six
months of professional level outplacement. If the executive does not find new
employment within six months after termination, severance pay and professional
outplacement would continue for another six months, or until the executive found
employment, whichever occurs first. If the executive finds 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. Medical and dental
benefits would continue at the general Associate rate through the severance
period.

Change in control - An executives covered by this policy who is terminated
without cause within one year following a change in control or who is offered a
position that is not within 25 miles of his or her work-site nor at his or her
WSFS salary and bonus opportunity immediately before the change in control,
would receive 24 months base salary. Twelve months of executive level
outplacement would be offered and medical and dental benefits would continue at
the general Associate rate through the 24-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.

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, 2007.

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

Termination Termination
Without Cause or Without Cause or
Departing for Departing for
Name Benefit Good Reason Good Reason Death Disability
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------

Mark A. Turner Severance pay $375,000 $750,000 $100,000 $197,077
Outplacement
services 15,000 15,000 - -
Option vesting - 10,010 10,010 10,010
Health benefits 7,301 14,602 - -
-------- -------- -------- --------
Total Value 397,301 789,612 110,010 207,087
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Stephen A. Severance pay 197,000 394,000 50,000 46,731
Fowle Outplacement
services 15,000 15,000 - -
Option vesting - - - -
Health benefits 8,269 16,538 - -
-------- -------- -------- --------
Total Value 220,269 425,538 50,000 46,731
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Marvin N. Severance pay - - 100,000 308,923
Schoenhals Outplacement
services - - - -
Option vesting - 16,445 16,445 16,445
Health benefits - - - -
-------- -------- -------- --------
Total Value - 16,445 116,445 325,368
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Rodger Severance pay 235,000 470,000 50,000 42,077
Levenson Outplacement
services 15,000 15,000 - -
Option vesting - - - -
Health benefits 2,960 5,920 - -
-------- -------- -------- --------
Total Value 252,960 490,920 50,000 42,077
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Barbara J. Severance pay 196,000 392,000 100,000 69,231
Fischer Outplacement
services 15,000 15,000 - -
Option vesting - 4,955 4,955 4,955
Health benefits 2,816 5,632 - -
-------- -------- -------- --------
Total Value 213,816 417,587 104,955 74,186
-----------------------------------------------------------------------------------------------------------

o The amount for outplacement services is based on management's discussions
with outplacement providers.
o Option vesting is based on an assumed value of $50.20 per WSFS share
reflecting the closing price on December 31, 2007.
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 was 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 2007, our contribution towards this supplement was capped at
$2,308 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.

5. Committees of the Board of Directors
------------------------------------

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

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

Marvin N. Schoenhals is the Chairman of the Executive Committee. The
other members of the Committee are Charles G. Cheleden, David E. Hollowell,
Dennis E. Klima and Calvert A. Morgan, Jr. The Committee is required to meet
monthly, or more frequently if necessary, and met 24 times during 2007. 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
---------------------------------------------

Charles G. Cheleden is the Chairman of the Corporate Governance and
Nominating Committee. The other members of the Committee are Linda C. Drake,
Dennis E. Klima, Thomas P. Preston, Scott E. Reed and Claibourne D. Smith. The
Committee met four times during 2007. 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.

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
---------------

Scott E. Reed is Chairman of the Audit Committee. The other members of
the Committee are John F. Downey, Joseph R. Julian 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

Committee met nine times during 2007. A copy of the Audit 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 Audit Committee does the following:

o Oversees the audit program and reviews our 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 our 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 our 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 approved annual audit fee, as approved by
the Audit Committee in the Engagement Letter, without obtaining any prior
approval. Fees ranging from 5% to 10% of the approved annual audit fee require
the pre-approval of the Chairman of the Audit Committee. Fees that exceed 10% of
the approved annual audit fee require the pre-approval of the full Audit
Committee. All additional fees are reported to the Audit Committee in a timely
manner.

In connection with the audit of the 2007 financial statements, we
entered into engagement letters with KPMG LLP that sets the terms by which KPMG
performed services for us. Those agreements are subject to alternative dispute
resolution procedures and exclusions of punitive damages.

All of the services listed below for 2007 were approved by the Audit
Committee prior to the service being rendered. The Audit Committee has
determined that the non-audit services performed during 2007 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 our consolidated financial statements and for the
review of the consolidated financial statements included in our quarterly
reports on Form 10-Q for the fiscal years ended December 31, 2007 and 2006 were
$609,000 and $619,566, respectively.

Audit Related Fees. The aggregate fees earned by KPMG LLP for audits of the
subsidiaries' financial statements, due diligence activities on proposed
transactions, and research and consultation on financial accounting and
reporting matters for the years ended December 31, 2007 and 2006 were $92,207
and $48,750, 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, 2007 and 2006 were $52,547 and $70,500, respectively.

All Other Fees. The aggregate fees earned by KPMG LLP for professional
services rendered other than those listed under the captions "Audit Fees,"
"Audit Related Fees," and "Tax Fees" for both the years ended December 31, 2007
and 2006, 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 our audited consolidated
financial statements for the fiscal year ended December 31, 2007;
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 our Annual Report on Form 10-K for the
fiscal year ended December 31, 2007.

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

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

Claibourne D. Smith is the Chairman of the Personnel and Compensation
Committee. The other members of the Committee are Linda C. Drake, David E.
Hollowell, Thomas P. Preston and Dennis E. Klima. The Committee met eight times
during 2007. 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 Associates.

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

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

No member of our Personnel and Compensation Committee is, or formerly
was, an officer or Associate of the Company. During 2007, none of our executive
officers served on the Personnel and Compensation Committee (or equivalent), or
the Board of Directors, of another entity whose executive officer or officers
served on our Personnel and Compensation Committee or Board.

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. Calvert A. Morgan, Jr. is the Chairman and the other
members of the Committee are Linda C. Drake, Scott E. Reed, Marvin N. Schoenhals
and Mark A. Turner. The Committee met six times during 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.

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.

6. Compensation of the Board of Directors
--------------------------------------

Our non-Associate directors received the following base compensation
for 2007:

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

o 600 shares of WSFS Financial Corporation common stock.

o 1,110 options to purchase shares of WSFS Financial Corporation
common stock under our 2005 Incentive Plan.

During the year ended December 31, 2007, the Board of Directors held
eight 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 2007, each director received $650 for each committee meeting attended.
Directors who served on the Audit Committee each received an additional annual
retainer of $10,000 during 2007.

Directors who chaired board committees during 2007 received an
additional annual retainer. The Audit Committee chair received $5,000, the
Corporate Governance and Nominating Committee chair received $3,000, the
Personnel and Compensation Committee chair received $3,000 and the Trust
Committee chair received $3,000.

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

The compensation paid to directors during 2007 is summarized in the
following table. The assumptions used in valuing the stock and option awards are
detailed in Note 13 the to consolidated financial statements contained in our
2007 Annual Report. Mr. Schoenhals and Mr. Turner are not shown in this table
because they are compensated as officers and do not receive any director
compensation.

--------------------------------------------------------------------------------------------------------
Fees
Earned All
or Paid Stock Option Other
Directors: in Cash Awards Awards 1 Compensation Total
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------

Charles G. Cheleden $ 50,150 $ 41,634 $13,261 - $ 105,045
--------------------------------------------------------------------------------------------------------
John F. Downey 37,650 41,634 13,261 - 92,545
--------------------------------------------------------------------------------------------------------
Linda C. Drake 26,550 41,634 13,261 - 81,445
--------------------------------------------------------------------------------------------------------
David E. Hollowell 31,750 41,634 14,289 - 87,673
--------------------------------------------------------------------------------------------------------
Joseph R. Julian 31,350 41,634 13,261 - 86,245
--------------------------------------------------------------------------------------------------------
Dennis E. Klima 33,050 41,634 11,463 - 86,147
--------------------------------------------------------------------------------------------------------
Calvert A. Morgan, Jr. 2 35,400 41,634 20,861 $ 147,500 245,395
--------------------------------------------------------------------------------------------------------
Thomas P. Preston 22,650 41,634 13,758 - 78,042
--------------------------------------------------------------------------------------------------------
Scott E. Reed 37,100 41,634 9,284 - 88,018
--------------------------------------------------------------------------------------------------------
Claibourne D. Smith 42,150 41,634 13,261 - 97,045
--------------------------------------------------------------------------------------------------------

1 The grant date fair value of each director's 2007 equity award was $12,384.
Amounts shown in this column represent compensation expense.
2 Mr. Morgan's Other Compensation includes $110,000 for consulting services,
$30,000 for an incentive bonus and $7,500 for an expense allowance.

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 2007, 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.

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;
o calling meetings of the independent directors as necessary;
o meeting with each board member annually to discuss their interest
in continuing to serve on the Board;
o identifying possible candidates for retirement from the Board,
and with the approval of the Board, coordinating retirement plans
with exiting Board members.

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
---------------------------------------------

Calvert A. Morgan, Jr. is a member of our Board of Directors and serves
in a consulting capacity as Special Advisor. In this role, Mr. Morgan performs
such duties as requested by the Board 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 2007, Mr. Morgan
received an annual base consulting fee of $110,000, 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
Personnel and Compensation Committee, based on our results for the year, loan
and deposit growth, and the Committee's subjective assessment of Mr. Morgan's
overall contribution to those results. Mr. Morgan earned a supplemental payment
of $29,000 for 2007, which was paid in 2008. He also received a supplemental
payment of $30,000 for 2006 paid during 2007. As part of the terms of his
consulting engagement with us, Mr. Morgan is also entitled to a separation
payment of up to $44,000, based on the length of his engagement.

7. 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 our
outstanding Common Stock. The number of shares is the number most recently
reported to the SEC by the stockholder. The percentage is based on the number of
shares of our Common Stock outstanding as of March 6, 2008, the record date set
for the 2008 Annual Meeting of Stockholders.

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

Private Capital Management 2 541,245 shares 8.77 %
8889 Pelican Bay Boulevard
Naples, FL 34108

Barclays Global Investors, NA 3 417,640 shares 6.77 %
45 Fremont Street
San Francisco, CA 94105

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, 2008, shares are held by its investment advisory
clients as to which it shares voting and investment power.

3 According to the Statement on Schedule 13G of Barclays Global Investors, NA
filed on February 5, 2008, the shares reported are held by Barclays Global
Investors, NA and its affiliates.

--------------------------------------------------------------------------------

This Proxy is Solicited on Behalf of the Board of Directors
WSFS FINANCIAL CORPORATION
for the
2008 Annual Meeting of Stockholders

The undersigned hereby appoints Marvin N. Schoenhals and Mark A. Turner, or
either of them, with full power of substitution, to act as attorneys and proxies
for the undersigned and to vote all shares of Common Stock of WSFS Financial
Corporation, which the undersigned is entitled to vote, at the Annual Meeting of
Stockholders to be held on April 24, 2008 at 4:00 p.m., or at any adjournments
thereof, as follows:

THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.

ANNUAL MEETING OF STOCKHOLDERS OF

WSFS FINANCIAL CORPORATION

April 24, 2008

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.
20530000000000000000 7 042408

------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND ITEMS LISTED BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
------------------------------------------------------------------------------------------------------------------------------------

1. Election of Directors:

NOMINEES:
[_] FOR ALL NOMINEES O Charles G. Cheleden For a three year term expiring 2011
O Joseph R. Julian For a three year term expiring 2011
[_] WITHHOLD AUTHORITY O Dennis E. Klima For a three year term expiring 2011
FOR ALL NOMINEES O Mark A.Turner For a three year term expiring 2011
O Calvert A. Morgan,Jr. For a two year term expiring 2010
[_] FOR ALL EXCEPT
(See instructions below]

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT"
----------- and fill in the circle next to each nominee you wish to withhold, as shown here: 0

FOR AGAINST ABSTAIN
2. Ratification of the appointment of KPMG, LLP as independent auditors for the [_] [_] [_]
fiscal year ending December 31, 2008.

The proxy is revocable and, when properly executed will be voted in the manner
directed hereby by the undersigned. If no directions are made, this proxy will
be voted FOR each of the nominees and the other proposals. The undersigned, by
executing and delivering this proxy, revokes the authority given with respect to
any earlier dated proxy submitted by the undersigned.

Unless contrary direction is given, the right is reserved in the sole discretion
of the Board of Directors to distribute votes among some or all of the above
nominees in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.

In their discretion the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.

The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders, a Proxy Statement and Annual Report of WSFS Financial Corporation.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

Signature of Stockholder __________________ Date: ______________ Signature of Stockholder _____________________ Date: ___________

Note: Please sign exactly as your name or names appear on this Proxy. When [_]
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. gistered name(s) on the account may not
be submitted via this method.