X0202 4 2006-03-10 0001163428 WILLOW GROVE BANCORP INC/NEW WGBC 0001213459 MARCELL FREDERICK A JR C/O WILLOW GROVE BANK WELSH AND NORRISTOWN ROADS MAPLE GLEN PA 19002 0 1 0 0 President and CEO Common Stock 2006-03-10 4 S 0 6821 16.8155 D 37890 D Common Stock 684 I By Spouse's IRA Common Stock 34775 I By Deferred Compensation Plan Common Stock 73331 I By 401(k) Common Stock 8878 I By ESOP Includes the grant of 1,935 shares pursuant to the 2005 Recognition and Retention Plan that vest over three years at 33.33% per year commencing on January 6, 2007 and 16,000 shares held in the 2002 Recognition and Retention Plan Trust allocated to the reporting person that vest in five equal annual installments beginning on the first anniversary of the date of grant. Reflects a distribution of 6,821 shares to the reporting person since his last filed Form 4 pursuant to a previously made election and subsequent sale of such shares by the reporting person. /s/ Frederick A. Marcell Jr. by Mary R. Rossi as Power of Attorney 2006-03-14