X0202 4 2007-06-19 0001163428 WILLOW FINANCIAL BANCORP, INC. WFBC 0001213459 MARCELL FREDERICK A JR C/O WILLOW FINANCIAL BANK 170 SOUTH WARNER ROAD WAYNE PA 19087 1 0 0 0 Common Stock 2007-06-19 4 S 0 100 12.79 D 46546 D Common Stock 2007-06-19 4 S 0 200 12.76 D 46346 D Common Stock 2007-06-19 4 S 0 200 12.77 D 46146 D Common Stock 2007-06-19 4 S 0 417 12.81 D 45729 D Common Stock 2007-06-19 4 S 0 700 12.78 D 45029 D Common Stock 2007-06-19 4 S 0 2988 12.75 D 42041 D Common Stock 718 I By Spouse's IRA Common Stock 40652 I By Deferred Compensation Plan Common Stock 75527 I By 401(k) Common Stock 10911 I By ESOP Stock Option (Right to Buy) 3.7851 2009-10-26 Common Stock 40222 40222 D Stock Option (Right to Buy) 7.9358 2012-01-22 Common Stock 8379 8379 D Stock Option (Right to Buy) 12.181 2012-11-25 Common Stock 78750 78750 D On January 23, 2007, the Issuer declared a 5% stock dividend, payable on February 23, 2007 to all holders of record of common stock on February 9, 2007. As a result, the reporting person received .05 shares of Issuer common stock for each share held as of Februrary 9, 2007. Includes 1,354 shares granted pursuant to the 2005 Recognition and Retention Plan ("RRP") which reflect the unvested portion of a grant amount originally covering 1,935 shares that commenced vesting at a rate of 33.33% per year on January 6, 2007 and was adjusted for the stock dividend. Also includes the grant of 2,032 shares pursuant to the 2005 RRP that vest over three years at 33.33% per year commencing on January 5, 2008 that originally represented a grant of 1,935 shares that was adjusted for the stock dividend and 8,400 shares held in the 2002 RRP Trust allocated to the Reporting Person which reflect the unvested portion of a grant amount originally covering 40,000 shares that commenced vesting at a rate of 20% per year on November 25, 2003 and was adjusted for the stock dividend. The reporting person disclaims beneficial ownership of these securities; and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These options were previously reported as options for 38,307, 7,980 and 75,000 shares of common stock at exercise prices of $3.9744, $8.3326 and $12.79 per share, respectively, but were adjusted to reflect the stock dividend declared on January 23, 2007. The options vest at a rate of 20% per year commencing on the first anniversary of the date of grant. /s/ Frederick A. Marcell Jr. by Joseph T. Crowley as P.O.A. 2007-06-21