<PAGE>


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

                                   FORM 10-K

(Mark One)

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 

                  For the fiscal year ended December 31, 2000

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

                       For the transition period from to


                         Commission file number 0-16668
 
                       --------------------------------

                           WSFS FINANCIAL CORPORATION
                                                       
                       --------------------------------

 
             Delaware                                  22-2866913
---------------------------------                 ----------------------
  (State or other jurisdiction                      (I.R.S. Employer 
of incorporation or organization)                 Identification Number)
                           

838 Market Street, Wilmington, Delaware                  19899
---------------------------------------                ---------
(Address of principal executive offices)               (Zip Code)


        Registrant's telephone number, including area code (302) 792-6000
                                                              
                       --------------------------------          

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, par value $.01
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES _X_ NO___
                                               
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the closing price of the registrant's common stock as
quoted on the Nasdaq National Market(sm) as of March 16, 2001 was $97,431,120.
For purposes of this calculation only, affiliates are deemed to be directors,
executive officers and beneficial owners of greater than 5% of the outstanding
shares.

     As of March 16, 2001, there were issued and outstanding 10,038,634 shares
of the registrant's common stock. 

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

     DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 26, 2001
are incorporated by reference in Part III hereof.



<PAGE>

                           WSFS FINANCIAL CORPORATION
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                     Part I
                                                                                                                    Page

<S>                  <C>                                                                                              <C>

Item 1.           Business................................................................................             3


Item 2.           Properties..............................................................................            24


Item 3.           Legal Proceedings.......................................................................            27


Item 4.           Submission of Matters to a Vote of Security Holders.....................................            27


                                     Part II


Item 5.           Market for Registrant's Common Equity and Related Stockholder  Matters..................            28


Item 6.           Selected Financial Data.................................................................            29


Item 7.           Management's Discussion and Analysis of Financial Condition and
                      Results of Operations...............................................................            30


Item 7A.          Quantitative and Qualitative Disclosures About Market Risk..............................            47


Item 8.           Financial Statements and Supplementary Data.............................................            47


Item 9.           Changes in and Disagreements with Accountants on Accounting and
                      Financial Disclosure................................................................            95


                                    Part III


Item 10.          Directors and Executive Officers of the Registrant......................................            95


Item 11.          Executive Compensation..................................................................            95


Item 12.          Security Ownership of Certain Beneficial Owners and Management..........................            95


Item 13.          Certain Relationships and Related Transactions.........................................             95


                                     Part IV


Item 14.          Exhibits, Financial Statement Schedules and Reports on Form 8-K.........................            96

                  Signatures..............................................................................            98

</TABLE>



                                      -2-

<PAGE>


                                     PART I


Item 1.  Business

GENERAL

     WSFS Financial Corporation (Company or Corporation) is a thrift holding
company headquartered in Wilmington, Delaware. Substantially all of the
Corporation's assets are held by its subsidiary, Wilmington Savings Fund
Society, FSB (WSFS). Founded in 1832, WSFS is one of the oldest financial
institutions in the country. As a federal savings bank which was formerly
chartered as a state mutual savings bank, WSFS enjoys broader investment powers
than most other financial institutions. These grandfathered powers have allowed
WSFS to diversify its revenue sources to a greater extent than most savings
banks. WSFS has served the residents of the Delaware Valley for 169 years. WSFS
is the largest thrift institution headquartered in Delaware and among the four
largest financial institutions in the state on the basis of total deposits
traditionally garnered in-market. The Corporation's primary market area is the
Mid-Atlantic region of the United States which is characterized by a diversified
manufacturing and service economy. The long-term goal of the Corporation is to
maintain its high-performing financial services company status by focusing on
its core banking business while developing unique profitable niches in
complementary businesses which may operate outside WSFS' geographical footprint.

     WSFS provides residential and commercial real estate, commercial and
consumer lending services, as well as cash management services funding these
activities primarily with retail deposits and borrowings. The banking operations
of WSFS are conducted from 28 retail banking offices located in northern
Delaware and southeastern Pennsylvania. Deposits are insured by the Federal
Deposit Insurance Corporation (FDIC).

     Fully owned subsidiaries of WSFS include WSFS Credit Corporation (WCC),
which is engaged primarily in indirect motor vehicle leasing; and 838 Investment
Group, Inc., which markets various insurance products and securities through
WSFS' branch system. An additional subsidiary, Star States Development Company
(SSDC), is currently inactive having sold its final parcel of land in 1998.

     On December 21, 2000, the Board of Directors of the Corporation approved
plans to discontinue the operations of WCC, and as a result, the Company has
exited the indirect auto leasing business. WCC, which had 7,300 lease contracts
and 2,700 loan contracts at December 31, 2000, no longer accepts new
applications but will continue to service its existing loans and leases.
Management estimates that substantially all loan and lease contracts will mature
by December 2003. As discussed in Note 2 of the Financial Statements, the
results of WCC are presented as discontinued operations, retroactively restated
for all periods presented.

     In August 1999, WSFS Financial Corporation invested $5.5 million in
CustomerOne Financial Network, Inc. (C1FN), a St. Louis, Missouri based
corporation formed in 1998 for the express purpose of providing
direct-to-consumer marketing, servicing, Internet development and technology
management for "branchless" financial services. As a result of this investment,
C1FN's Internet-only banking structure became part of everbank.com(TM), a
division of WSFS. C1FN assists in managing the operations of everbank.com(TM).
everbank.com(TM) began marketing Internet-only banking to a national clientele
in November of 1999.

     WSFS is the single largest shareholder in C1FN, has majority control
through a voting trust and as a result, consolidates the results of C1FN in the
WSFS Financial Statements. For the year ended December 31, 2000 WSFS shared in
42% of the operating results of C1FN. In addition, WSFS holds warrants for the
purchase of 20% additional ownership of C1FN, as well as the option and under
certain circumstances the obligation to invest an additional $5.4 million in the
year 2000, at current offered ownership prices. This option expired on July 5,
2000 with no additional investment being made by WSFS.

     On December 29, 2000, C1FN received a $5.0 million investment from a third
party investor with a conditional commitment to invest an additional $12.5
million if and when a separate bank charter is obtained for everbank.com(TM).
This investment effectively reduces WSFS' economic ownership of C1FN at December
31, 2000 

                                      -3-

<PAGE>

from 42% to 29%. Since WSFS retains majority control of C1FN through a voting
trust, the results of C1FN will continue to be consolidated into the operating
results of WSFS until everbank.com(TM) obtains a separate banking charter.

     Additionally, in November 1999, the Corporation expanded the local retail
home equity lending business of Community Credit Corporation (CCC) which began
operations in 1994. CCC was renamed Wilmington National Finance, Inc. (WNF)
which expanded its sales to a national level and now aggregates loans through
brokers and sells them to investors. WSFS retained a 51% ownership with the
remainder held by WNF's executives retained to lead the expansion of WNF. WSFS
also has warrants to obtain an additional 15% ownership in WNF. Both C1FN and
WNF are consolidated into the Financial Statements of the Corporation. See Note
19 of the Financial Statements, "Investments in Non-Wholly Owned Subsidiaries",
for further discussion.

     The following discussion focuses on the major components of the Company's
operations and presents an overview of the significant changes in the
Corporation's results of operations for the past three fiscal years and
financial condition during the past two fiscal years. This discussion should be
reviewed in conjunction with the Consolidated Financial Statements and Notes
thereto presented elsewhere in this Annual Report.


DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY

     Condensed average balance sheets for each of the last three years and
analyses of net interest income and changes in net interest income due to
changes in volume and rate are presented in "Results of Operations" included in

I
tem 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (MD&A) are incorporated herein by reference.

                                      -4-

<PAGE>

INVESTMENT ACTIVITIES

     The Company's short-term investment portfolio is intended to provide
collateral for borrowings and to meet liquidity requirements. Book values of
investment securities and short-term investments by category, stated in dollar
amounts and as a percent of total assets, follow:


<TABLE>
<CAPTION>
                                                                             December 31,
                                              ---------------------------------------------------------------------------
                                                       2000                      1999                     1998              
                                              ----------------------    -----------------------    ----------------------
                                                            Percent                    Percent                   Percent
                                                              of                         of                        of
                                              Amount        Assets      Amount         Assets      Amount        Assets  
                                              ------       ---------    ------       ----------    ------      ----------
                                                                        (Dollars In Thousands)
Held-to-Maturity:
<S>                                             <C>          <C>        <C>            <C>        <C>             <C> 
Corporate bonds.............................    $3,885       0.2%       $ 6,855        0.4%       $ 6,059         0.4%
State and political subdivisions ...........    10,861       0.6          1,757        0.1          1,583         0.1
                                               -------       ---        -------        ---         ------         --- 
                                                14,746       0.8          8,612        0.5          7,642         0.5
                                                                        -------        ---         ------         --- 

Available-for-Sale:

U.S. Government and agencies................     1,893       0.1         28,436        1.6         30,219         1.9
Corporate bonds.............................    13,101       0.8              -          -              -           -
Other investments...........................                   -            425          -              -           - 
                                               -------       ---        -------        ---         ------         --- 
                                                14,994       0.9         28,861        1.6         30,219         1.9
                                               -------       ---        -------        ---         ------         --- 

Short-term investments:

Federal funds sold and securities purchased
    under agreements to resell..............     3,500       0.2              -          -          20,900        1.3
Interest-bearing deposits in other banks (1)     7,318       0.4           8,026       0.5           7,518        0.4
                                               -------       ---        -------        ---         ------         --- 
                                                10,818       0.6           8,026       0.5          28,418        1.7
                                               -------       ---        -------        ---         ------         --- 
                                               $40,558       2.3%       $45,499        2.6%        $66,279        4.1%
                                               =======       ===        =======        ===         =======        ===
</TABLE>


(1)  Interest-bearing deposits in other banks do not include deposits with a
     maturity greater than one year.


     In 2000, WSFS purchased $14 million in corporate bonds and $12 million in
U.S. Government securities, all of which were classified as available-for-sale,
and $9 million in municipal bonds which were classified as held-to-maturity.
There was also a $2 million corporate bond which was reclassified from
held-to-maturity to available-for-sale in 2000 with the adoption of SFAS No. 133
(see Note 20 of the Financial Statements for further discussion). In addition,
there were sales of U.S. Government securities totaling $25 million and a
$750,000 corporate call, from which gains of $18,000 and losses of $67,000 were
realized. There was also a sale of $10 million in U.S. Government securities in
January 2000, for which a loss of $289,000 was recognized in 1999, and a gain of
$40,000 on the sale of common stock received from the demutualization of
insurance companies of which WSFS was a policyholder. In 1999, WSFS purchased
$32 million in U.S. Government securities, and $2 million in corporate bonds,
all classified as available-for-sale, and $2 million in corporate bonds which
were initially classified as held-to-maturity but reclassified as available for
sale in 2000. In addition, there were sales of $20 million in U.S. Government
securities, also classified as available-for-sale. In 1998, WSFS purchased $20
million in U.S. Government securities of which $10 million was classified as
available for sale, and there were sales and calls of U.S. Government securities
totaling $20 million and $25 million, respectively. Losses of $9,000 and gains
of $30,000 were realized on the sales in 1999 and 1998, respectively. Reductions
in the other categories, for all years, were due to principal repayments.

                                      -5-

<PAGE>

     The following table sets forth the terms to maturity and related weighted
average yields of investment securities and short-term investments at December
31, 2000. Substantially all of the related interest and dividends represent
taxable income. Yields on tax-exempt investments are calculated on the basis of
actual yields and not on a tax-equivalent basis, since the effect of the
equivilization is immaterial.


<TABLE>
<CAPTION>
                                                                                At December 31, 2000
                                                                                --------------------
                                                                                Amount        Yield 
                                                                                ------        ------
                                                                               (Dollars in Thousands)
<S>                                                                              <C>              <C>  
Held-to-Maturity:                                                              
                                                                               
Corporate bonds:                                                               
  After one but within five years..............................................  $   875          5.94%
  After five but within ten years..............................................    1,883          6.33
  After ten years..............................................................    1,127          7.30
                                                                                 -------               
                                                                               
                                                                                   3,885          6.53
                                                                                 -------               
                                                                               
State and political subdivisions (1):                                          
  After one but within five years..............................................    2,449          7.27
  After five but within ten years..............................................    3,520          7.21
  After ten years..............................................................    4,892          6.03
                                                                                 -------               
                                                                               
                                                                                  10,861          6.69
                                                                                 -------               
                                                                               
Total debt securities, held-to-maturity........................................   14,746          6.65
                                                                                 -------               
                                                                               
Available-for-Sale:                                                            
                                                                               
U.S. Government and agencies:                                                  
   Within one year.............................................................    1,848          5.86
   After five but within ten years.............................................       45          7.31
                                                                                 -------               
                                                                               
                                                                                   1,893          5.89
                                                                                 -------               
                                                                               
Corporate bonds:                                                               
   Within one year.............................................................   11,101          7.34
   After ten years.............................................................    2,000          9.88
                                                                                 -------               
                                                                                  13,101          7.72
                                                                                 -------               
Total debt securities, available-for-sale......................................   14,994          7.49
                                                                                 -------               
                                                                               
Short-term investments:                                                        
                                                                               
   Federal funds sold and securities purchased under agreement to resell           3,500          6.13
   Interest-bearing deposits in other banks....................................    7,318          5.58
                                                                                 -------               
                                                                               
Total short-term investments...................................................   10,818          5.75
                                                                                 -------               
                                                                             
                                                                                 $40,558          6.72%
                                                                                 =======
</TABLE>


(1)  Yields on state and political subdivisions are not calculated on a
     tax-equivalent basis since the effect would be immaterial.

     In addition to the foregoing investment securities, the Company has
maintained an investment portfolio of mortgage-backed securities, which
increased dramatically after 1993 as the Company implemented investment growth
strategies during subsequent years. Purchases of mortgage-backed securities,
including collateralized mortgage obligations, in 2000 totaled $210 million, all
of which were classified as available-for-sale. There were also sales of $195
million of mortgage-backed securities, as part of a deleveraging strategy, which
resulted in a net loss of $6,451,000, and a sale of $24 million in
mortgage-backed securities in January 2000 for which a loss of $730,000 was
recognized in 1999. Reductions in the other categories, for all years, were due
to principal repayments.

                                      -6-

<PAGE>

     The following table sets forth the book values of mortgage-backed
securities and their related weighted average stated rates at the end of the
last three fiscal years.


<TABLE>
<CAPTION>
                                                                                December 31,
                                                 ---------------------------------------------------------------------------
                                                         2000                       1999                      1998              
                                                 --------------------     -----------------------     ----------------------
                                                                           (Dollars In Thousands)
                                              
                                                 Stated                     Stated                     Stated  
                                                 Amount         Rate        Amount         Rate        Amount          Rate
                                                 ------        ------       ------        ------       ------         ------
<S>                                                <C>          <C>           <C>            <C>        <C>             <C> 
Held-to-Maturity:                                                         

Collateralized mortgage obligations (1).....     $56,091        6.75%      $191,839        6.65%      $175,619         6.78%
FNMA........................................      24,908        6.05         31,065        6.23         40,881         6.26
FHLMC.......................................      26,664        6.04         33,036        6.15         42,337         6.16
GNMA .......................................           -           -            852        6.48          1,044         6.93
Other.......................................           -           -          2,033        5.31          5,977         7.36
                                                --------        ----       --------        ----       --------         ---- 
                                                $107,663        6.41%      $258,825        6.53%      $265,858         6.61%
                                                ========        ====       ========        ====       ========         ====
                                                                          
Available-for-Sale:                                                       
                                                                          
Collateralized mortgage obligations (2).....    $229,882        7.04%      $173,544        6.43%      $168,997         6.54%
FNMA........................................       1,141        7.25              -           -              -            -
FHLMC.......................................       1,032        7.76            143        6.61              -            -
GNMA........................................           -           -         15,237        5.40         24,229         6.11 
                                                --------        ----       --------        ----       --------         ---- 
                                                $232,055        7.04%      $188,924        6.34%      $193,226         6.49%
                                                ========        ====       ========        ====       ========         ==== 
</TABLE>

                                                                           

(1)  Includes $31.0 million, at December 31, 2000, in private issues from
     Residential Funding Mortgage securities, Inc. with a fair market value of
     $31.0 million
(2)  Includes $37.5 million, $11.9 million and $11.3 million in private issues
     of Residential Funding Mortgage Securities, Inc., Countrywide Funding Corp.
     and G.E. Capital Mortgage Services, Inc., respectively, all stated at the
     fair market value.

CREDIT EXTENSION ACTIVITIES

     Traditionally, the majority of a typical thrift institution's loan
portfolio has consisted of first mortgage loans on residential properties.
However, as a result of various legislative and regulatory changes since 1980,
the commercial and consumer lending powers of WSFS have increased substantially.
Consequently, WSFS initiated a diversification strategy in fiscal year 1984
which included a significant increase in commercial real estate lending.
Commercial real estate lending was temporarily discontinued in 1990 and only
originations required by previous funding commitments were made. In 1994, WSFS
began to originate small business and commercial real estate loans in its
primary market area. WSFS' current lending activity is concentrated on lending
to consumers and small businesses in the Mid-Atlantic Region of the United
States.

                                      -7-

<PAGE>

     The following table sets forth the composition of the Corporation's loan
portfolio by type of loan at each of the dates indicated. Other than as
disclosed below, the Company had no concentrations of loans exceeding 10% of
total loans at December 31, 2000:


<TABLE>
<CAPTION>
                                                                                 December 31,
                                                 ---------------------------------------------------------------------------
                                                         2000                       1999                      1998          
                                                 --------------------     -----------------------     ----------------------
<S>                                               <C>           <C>          <C>            <C>          <C>          <C>   
                                                 Amount       Percent       Amount       Percent       Amount       Percent
                                                 ------       -------       ------       -------       ------       ------- 
                                                                           (Dollars In Thousands)

Residential real estate (1) ................    $440,136       45.7%       $393,243       45.7%       $291,110       39.4%  
Commercial real estate:          
Commercial mortgage ........................     190,707       19.8%        201,559       23.4%        226,063       30.6%  
Construction ...............................      30,183        3.1%         21,561        2.5%         11,642        1.5%  
                                                --------      -----        --------      -----        --------      -----   
  Total commercial real estate .............     220,890       22.9%        223,120       25.9%        237,705       32.1%  
Commercial .................................     151,887       15.7%        115,931       13.5%         97,524       13.2%  
Consumer ...................................     175,269       18.2%        154,857       18.0%        141,238       19.1%  
                                                --------      -----        --------      -----        --------      -----   

Gross loans ................................     988,182      102.5%        887,151      103.1%        767,577      103.8%  

Less:
Unearned income ............................       3,268        0.3%          4,355        0.5%          5,383        0.7%  
Allowance for loan losses ..................      21,423        2.2%         22,223        2.6%         22,732        3.1%  
                                                --------      -----        --------      -----        --------      -----   
Net loans ..................................    $963,491      100.0%       $860,573      100.0%       $739,462      100.0%  
                                                ========      =====        ========      =====        ========      =====   
</TABLE>



<PAGE>

[RESTUBBED]


<TABLE>
<CAPTION>
                                                                  December 31,
                                                ------------------------------------------------
                                                       1997                       1996              
                                                ---------------------     ----------------------
<S>                                                <C>          <C>            <C>           <C>
                                                 Amount       Percent        Amount       Percent
                                                 ------       -------        ------       -------
                                                              (Dollars In Thousands)                                                

Residential real estate (1) ................    $287,349       39.1%        $279,060       40.1%
Commercial real estate:          
Commercial mortgage ........................     238,533       32.5%         278,935       40.1%
Construction ...............................      12,553        1.7%          27,056        3.9%
                                                --------      -----         --------      ----- 
  Total commercial real estate .............     251,086       34.2%         305,991       44.0%
Commercial .................................      94,686       12.9%          28,602        4.1%
Consumer ...................................     130,069       17.7%         111,615       16.0%
                                                --------      -----         --------      ----- 

Gross loans ................................     763,190      103.9%         725,268      104.2%

Less:
Unearned income ............................       4,407        0.6%           5,667        0.8%
Allowance for loan losses ..................      24,057        3.3%          23,527        3.4%
                                                --------      -----         --------      ----- 
Net loans ..................................    $734,726      100.0%        $696,074      100.0%
                                                ========      =====         ========      ===== 
</TABLE>


(1)  Includes $23,274, $24,572, $3,103, $2,222, and $773 of residential mortgage
     loans held-for-sale at December 31, 2000, 1999, 1998, 1997, and 1996,
     respectively.

                                      -8-

<PAGE>

     The following table sets forth information as of December 31, 2000
regarding the dollar amount of loans maturing in the Company's portfolios,
including scheduled repayments of principal, based on contractual terms to
maturity. In addition, the table sets forth the dollar amount of loans maturing
during the indicated periods, based on whether the loan has a fixed- or
adjustable-rate. Loans having no stated maturity or repayment schedule are
reported in the one year or less category.


<TABLE>
<CAPTION>
                                                  Less than        One to            Over          
                                                  One Year       Five Years       Five Years         Total
                                                  --------       ----------      -----------        --------
                                                                       (In Thousands)       
                                                                                                  
<S>                                               <C>             <C>              <C>              <C>     
Real estate loans (1).....................        $ 34,505        $172,706         $400,359         $607,570
Construction loans........................          11,683          11,926            6,574           30,183
Commercial loans..........................          41,309          40,514           70,064          151,887
Consumer loans ...........................          63,019          60,258           51,991          175,268
                                                  --------        --------         --------         --------
                                                  $150,516        $285,404         $528,988         $964,908
                                                  ========        ========         ========         ========
Rate sensitivity:                                                                                 
  Fixed...................................        $ 48,549        $192,432         $214,526         $455,507
  Adjustable .............................         101,967          92,972          314,462          509,401
                                                  --------        --------         --------         --------
                                                   150,516         285,404          528,988          964,908
                                                  --------        --------         --------         --------
Gross loans ..............................        $150,516        $285,404         $528,988         $964,908
                                                  ========        ========         ========         ========
</TABLE>


(1)  Includes commercial mortgage loans; does not include loans held-for-sale.

     The above schedule does not include any prepayment assumptions. Although
prepayments tend to be highly dependent upon the current interest rate
environment, management believes that the actual repricing and maturity of the
loan portfolio is significantly shorter than is reflected in the above table as
a result of prepayments.

Residential Real Estate Lending.

     WSFS originates residential mortgage loans with loan-to-value ratios up to
97%; however, WSFS generally requires private mortgage insurance for up to 30%
of the mortgage amount on mortgage loans whose loan-to-value ratio exceeds 80%.
WSFS does not have any significant concentrations of such insurance with any one
insurer. On a very limited basis, WSFS originates/purchases loans with
loan-to-value ratios exceeding 80% without a private mortgage insurance
requirement. At December 31, 2000, the balance of all such loans was
approximately $16.4 million. Generally, residential mortgage loans originated or
purchased are underwritten and documented in accordance with standard
underwriting criteria published by FHLMC to assure maximum eligibility for
subsequent sale in the secondary market; however, unless loans are specifically
designated for sale, the Company holds newly originated loans in portfolio for
long-term investment. Among other things, title insurance is required, insuring
the priority of its lien, and fire and extended coverage casualty insurance for
the properties securing the residential loans. All properties securing
residential loans made by WSFS are appraised by independent appraisers selected
by WSFS and subject to review in accordance with WSFS standards.

     The majority of residential real estate adjustable-rate loans currently
originated have interest rates that adjust yearly, after an initial period, with
the change in rate limited to two percentage points at any adjustment date. The
adjustments are generally based upon a margin (currently 2.75 percent) over the
weekly average yield on U.S. Treasury securities adjusted to a constant
maturity, as published by the Federal Reserve Board.

     Generally, the maximum rate on these loans is up to six percent above the
initial interest rate. WSFS generally underwrites adjustable-rate loans under
standards consistent with private mortgage insurance and secondary market
criteria. WSFS does not originate adjustable-rate mortgages with payment
limitations that could produce negative amortization. Consistent with industry
practice in its market area, WSFS has typically originated adjustable-rate
mortgage loans with initially discounted interest rates. All such loans are
underwritten at the fully-indexed rate.

                                      -9-

<PAGE>

     The retention of adjustable-rate mortgage loans in WSFS' loan portfolio
helps mitigate WSFS' risk to changes in interest rates. However, there are
unquantifiable credit risks resulting from potential increased costs to the
borrower as a result of the repricing of adjustable-rate mortgage loans. It is
possible that during periods of rising interest rates, the risk of default on
adjustable-rate mortgage loans may increase due to the upward adjustment of
interest costs to the borrower. Further, although adjustable-rate mortgage loans
allow WSFS to increase the sensitivity of its asset base to changes in interest
rates, the extent of this interest sensitivity is limited by the periodic and
lifetime interest rate adjustment limitations. Accordingly, there can be no
assurance that yields on WSFS' adjustable-rate mortgages will adjust
sufficiently to compensate for increases in WSFS' cost of funds during periods
of extreme interest rate increases.

     The original contractual loan payment period for residential loans
originated is normally 10 to 30 years. Because borrowers may refinance or prepay
their loans without penalty, such loans normally remain outstanding for a
substantially shorter period of time. First mortgage loans customarily include
"due-on-sale" clauses on adjustable- and fixed-rate loans, which are provisions
giving the institutions the right to declare a loan immediately due and payable
in the event the borrower sells or otherwise disposes of the real property
subject to the mortgage. Due-on-sale clauses are an important means of adjusting
the rate on existing fixed-rate mortgage loans to current market rates. WSFS
enforces due-on-sale clauses through foreclosure and other legal proceedings to
the extent available under applicable laws.

     In addition to loans originated for its own portfolio, WSFS originates
nonconforming residential mortgage loans through its non wholly-owned
subsidiary, Wilmington National Finance, Inc. ("WNF"), for resale into the
secondary market on a servicing release, limited recourse basis. These loans are
originated to the underwriting guidelines of the various investors to which WNF
sells its loans, and such loans are typically sold to investors within 15 to 45
days of origination.

     The mortgage loans that WNF originates are fully amortizing, fixed or
adjustable rate, first or second lien mortgage loans on one-to four-family
residential properties with loan-to-value ratios up to 100% and contractual
terms of 10 to 30 years. With respect to each property securing a mortgage loan,
the underwriting guidelines require among other things, title insurance, fire
and extended coverage casualty insurance, and a full appraisal by an independent
appraisers selected and reviewed by WNF. The majority of adjustable rate
mortgage loans are originated by WNF are indexed to the six month London
Interbank Offered Rate (LIBOR) and have rates that adjust every 6 months after a
initial fixed rate period of 24 to 36 months, with the adjustments limited to
two percentage at any adjustment date and six percentage points over the live of
the loan.

     In general, loans are sold without recourse except for the repurchase
arising from standard contract provisions covering violation of representations
and warranties or, under certain investor contracts a default by borrower on the
first payment due to the investor. The Company also has limited recourse
exposure under certain investor contracts in the event a borrower prepays a loan
in total within a specified period after sale, typically one year, with such
recourse limited to a pro rata portion of the premium paid by the investor for
that loan less any prepayment penalty collectible from the borrower.

Commercial Real Estate, Construction and Commercial Lending.

     Federal savings banks, are generally permitted to invest up to 400% of
their total regulatory capital in nonresidential real estate loans and up to 20%
of its assets in commercial loans. As a federal savings bank which was formerly
chartered as a Delaware savings bank, however, WSFS has certain additional
lending authority.

     WSFS offers commercial real estate mortgage loans on multi-family and other
commercial real estate. Generally, loan-to-value ratios for such loans do not
exceed 80% of appraised value at origination.

                                      -10-

<PAGE>

     WSFS offers commercial construction loans to developers. In some cases
these loans are made as "construction/permanent" loans, which provides for
disbursement of loan funds during construction and automatic conversion to
mini-permanent loans (1-5 years) upon completion of construction. Such
construction loans are made on a short-term basis, usually not exceeding two
years, with interest rates indexed to the WSFS prime rate, in most cases, and
adjusted periodically as WSFS' prime rate changes. The loan appraisal process
includes the same evaluation criteria as required for permanent mortgage loans,
but also takes into consideration completed plans, specifications, comparables
and cost estimates. These items are used, prior to approval of the credit, as a
basis to determine the appraised value of the subject property when completed.
Policy requires that all appraisals are to be reviewed independently of the
commercial lending area. Generally, the loan-to-value ratio for construction
loans does not exceed 75%. The initial interest rate on the permanent portion of
the financing is determined based upon the prevailing market rate at the time of
conversion to the permanent loan. At December 31, 2000, $61.5 million was
committed for construction loans, of which $29.3 million had been disbursed.

     WSFS' commercial lending, excluding real estate loans, includes loans for
the purpose of financing equipment acquisitions, expansion, working capital and
other business purposes. These loans generally range in amounts up to
approximately $5.0 million, and their terms range from less than one year to
seven years. The loans generally carry variable interest rates indexed to WSFS'
prime rate or LIBOR at the time of closing. WSFS intends to continue originating
commercial loans to small businesses in its market area.

     Commercial, commercial mortgages and construction lending entail
significant risk as compared with residential mortgage lending. These loans
typically involve larger loan balances concentrated in single borrowers or
groups of related borrowers. In addition, the payment experience on loans
secured by income-producing properties is typically dependent on the successful
operation of the related real estate project and thus may be subject to a
greater extent to adverse conditions in the commercial real estate market or in
the economy generally. The majority of WSFS' commercial and commercial real
estate loans is concentrated in Delaware and surrounding areas.

     Construction loans involve risks attributable to the fact that loan funds
are advanced as the construction progresses. The valuation of the underlying
collateral can be difficult to quantify prior to the completion of the
construction due to uncertainties inherent in construction such as ever changing
construction costs, delays arising from labor or material shortages and other
unpredictable contingencies. WSFS attempts to mitigate these risks and plan for
these contingencies through additional analysis and monitoring of its
construction projects.

     Federal law limits the extensions of credit to any one borrower to 15% of
unimpaired capital, or 25%, if the additional incremental 10% is secured by
readily marketable collateral having a market value that can be determined by
reliable and continually available pricing. A single large extension of credit
by WSFS would be limited by this 15% of capital restriction, except if the
extension of credit would be fully or partially secured by U.S. treasury
securities. Extensions of credit include outstanding loans as well as
contractual commitments to advance funds, such as standby letters of credit, but
do not include unfunded loan commitments. In April 1997, WSFS originated a $35.5
million loan to refinance an employee stock ownership plan ("ESOP") loan of a
company. Approximately 80% of the loan is secured by discounted U.S. treasury
securities. The portion of the loan that is secured by U.S. treasury securities
is exempt from the above lending limits. At December 31, 2000, no borrower had
collective outstandings exceeding the above limits.

Consumer Lending.

     The primary consumer credit products of the Company are equity secured
installment loans and home equity lines of credit. At December 31, 2000, WSFS
had equity secured installment loans totaling $113.7 million, which represented
65% of consumer loans. With a home equity line of credit the borrower is granted
a line of credit up to 100% of the appraised value (net of any senior mortgages)
of the residence. This line of credit is secured by a mortgage on the borrower's
property and can be drawn upon at any time. At December 31, 2000, WSFS had
extended a total of $81.7 million in home equity lines of credit, of which $24.4
million had been drawn at the date. Home equity lines of credit potentially
offer federal income tax advantages (in certain circumstances the interest paid
on a home equity loan can be deductible) and the convenience of checkbook access
as well as revolving credit features. Over the past few years, however, home
equity lines of credit have decreased as low interest rates offered on first and
second mortgage loans have enabled consumers to refinance their mortgages and
consolidate debt. Although home equity lines of credit expose the Company to the
risk that falling collateral values may leave it inadequately secured, the
Company has not had any significant adverse experience to date.

                                      -11-

<PAGE>

     The table below sets forth consumer loans by type, in dollar amounts and
percentages, at the dates indicated.



<TABLE>
<CAPTION>
                                                                                       December 31,                                
                                                       --------------------------------------------------------------------------- 
                                                               2000                       1999                      1998           
                                                       --------------------     -----------------------     ---------------------- 
<S>                                                     <C>           <C>          <C>            <C>          <C>          <C>    
                                                       Amount       Percent       Amount       Percent       Amount       Percent
                                                       ------       -------       ------       -------       ------       -------  
                                                                                 (Dollars In Thousands) 
                                        
                                        
Equity secured installment loans ..............       $113,687      64.8%        $ 97,491       63.0%       $ 87,503       61.9%   
Home equity lines of credit....................         24,408      13.9%          26,446       17.1%         27,799       19.7%   
Automobile.....................................          9,762       5.6%           9,800        6.3%          8,307        5.9%   
Unsecured lines of credit......................         16,739       9.6%          11,370        7.3%         10,444        7.4%   
Other..........................................         10,673       6.1%           9,750        6.3%          7,185        5.1%   
                                                     ---------     -----         --------      -----        --------      -----    
                                                    
Total consumer loans ..........................      $ 175,269     100.0%        $154,857      100.0%       $141,238      100.0%   
                                                     =========     =====         ========      =====        ========      =====    
</TABLE>
                                        


<PAGE>
                                                
[RESTUBBED]


<TABLE>
<CAPTION>
                                                                      December 31,                     
                                                    ------------------------------------------------   
                                                           1997                       1996             
                                                    ---------------------     ----------------------   
<S>                                                    <C>          <C>            <C>           <C>   
                                                     Amount       Percent        Amount       Percent                               
                                                     ------       -------        ------       -------  
                                                                  (Dollars In Thousands)
                                        
                                        
Equity secured installment loans ..............     $ 78,975       60.7%        $ 63,803        57.1%
Home equity lines of credit....................       31,110       23.9%          33,267        29.8%
Automobile.....................................        3,596        2.8%           2,519         2.3%
Unsecured lines of credit......................        9,466        7.3%           7,448         6.7%
Other..........................................        6,922        5.3%           4,578         4.1%
                                                    --------      -----         --------       ----- 
                                                    
Total consumer loans ..........................     $130,069      100.0%        $111,615       100.0%
                                                    ========      =====         ========       ===== 
</TABLE>
                                        
                                                

                                      -12-

<PAGE>

Loan Originations, Purchase and Sales.

     WSFS has traditionally engaged in lending activities primarily in Delaware
and contiguous areas of neighboring states although, as a federal savings bank,
WSFS may originate, purchase and sell loans throughout the United States. WSFS
has also purchased limited amounts of loans from outside its normal lending area
when such purchases are deemed appropriate and consistent with WSFS' overall
practices. WSFS originates fixed-rate and adjustable-rate residential real
estate loans through banking offices. In addition, for the purpose of
originating loans, WSFS has established relationships with correspondent banks
and mortgage brokers.

     During 2000, the Company originated $196 million of residential real estate
loans, of which $124 million were from WNF compared to 1999 originations of $110
million in total. From time to time, WSFS has purchased whole loans and loan
participations in accordance with its ongoing asset and liability management
objectives. In addition, increases in residential real estate loans from
correspondents and brokers primarily in the mid-atlantic region of the United
States totaled $37 million for the year ended December 31, 2000, $75 million for
1999 and $10 million for 1998. Residential real estate loan sales totaled $145
million in 2000, $29 million in 1999 and $75 million in 1998. While WSFS
generally intends to hold loans for the foreseeable future, WSFS, beginning in
1989, has undertaken to sell newly originated fixed-rate mortgage loans in the
secondary market to control the interest sensitivity of its balance sheet.
During the second half of 1993 the Corporation began to hold for investment
certain of its fixed-rate mortgage loans, with terms under 30 years, consistent
with current asset/liability management strategies.

     WSFS serviced for others approximately $244 million of residential loans at
December 31, 2000 compared to $236 million at December 31, 1999. The Company
also services residential loans for its portfolio totaling $372 million and $357
million at December 31, 2000 and 1999.

     WSFS originates commercial real estate and commercial loans through WSFS'
commercial lending department. Commercial loans are made for the purpose of
financing equipment acquisitions, expansion, working capital and other business
purposes and also include business loans secured by nonresidential real estate.
During 2000, WSFS originated $144 million of commercial and commercial real
estate loans compared to $125 million in 1999. These amounts represent gross
contract amounts and do not reflect amounts outstanding on such loans.

     WSFS' consumer lending is conducted primarily through the branch offices.
WSFS originates a variety of consumer credit products, including home
improvement loans, home equity lines of credit, automobile loans, credit cards,
unsecured lines of credit and other secured and unsecured personal installment
loans. During 2000, such consumer loan originations aggregated $106 million
compared to $94 million in 1999. See "Consumer Lending" for a further discussion
regarding consumer loan originations.

     All loans to one borrower exceeding $1.0 million in aggregate must be
approved by a management loan committee. Minutes of the management loan
committee meetings and individual loans exceeding $3.0 million approved by the
management loan committee are subsequently reviewed by the Executive Committee
and Board of Directors of WSFS, with separate approval needed for all loans to
any borrower who has direct or indirect outstanding commitments in excess of
$3.0 million or for any additional advances or extensions on loans previously
classified by WSFS' regulatory authorities or WSFS' Risk Management Department.
Officers of WSFS have authority to approve smaller loans in graduated amounts,
depending upon their experience and management position.

Fee Income from Lending Activities.

     WSFS realizes interest and loan fee income from lending activities,
including fees for originating loans and for servicing loans and loan
participations sold. The institution also receive commitment fees for making
commitments to originate construction, residential and commercial real estate
loans. Additionally, loan fees related to existing loans are received, which
include prepayment charges, late charges and assumption fees.

     WSFS offers a range of loan commitments for which fees are charged
depending on lengths of the commitment periods. As part of the loan application,
the borrower in some instances, also pays WSFS for out-of-pocket costs in
reviewing the application, whether or not the loan is closed. The interest rate
charged on the mortgage loan is normally the prevailing rate at the time the
loan application is approved.

                                      -13-

<PAGE>

     Loan fees that are considered adjustments of yield in accordance with
generally accepted accounting principles are reflected in interest income and
represented an immaterial amount of interest income during the three years ended
December 31, 2000. Loan fees other than those considered adjustments of yield
are reported as loan fee income, a component of other income.

     All fee income on loans originated by WNF for sale to third party
investors, which includes origination fees and discount points collected from
borrowers and sales premiums paid by investors, are recognized in total upon
sale of the loans to the third party investors (less adequate provision for
recourse obligations).


LOAN LOSS EXPERIENCE, PROBLEM ASSETS AND DELINQUENCIES

     The Company's results of operations can be negatively impacted by
nonperforming assets, which include nonaccruing loans, nonperforming real estate
investments and assets acquired through foreclosure. Nonaccruing loans are those
on which the accrual of interest has ceased. Loans are placed on nonaccrual
status immediately if, in the opinion of management, collection is doubtful, or
when principal or interest is past due 90 days or more and collateral is
insufficient to cover principal and interest. Interest accrued, but not
collected at the date a loan is placed on nonaccrual status, is reversed and
charged against interest income. In addition, the amortization of net deferred
loan fees is suspended when a loan is placed on nonaccrual status. Subsequent
cash receipts are applied either to the outstanding principal balance or
recorded as interest income, depending on management's assessment of ultimate
collectibility of principal and interest.

     The Company endeavors to manage its portfolios to identify problem loans as
promptly as possible and take actions immediately which will minimize losses. To
accomplish this, WSFS' Risk Management Department monitors the asset quality of
the Company's loan and investment in real estate portfolios and reports such
information to the Credit Policy Committee the Audit Committee of the Board of
Directors and the Controller's Department.

SUBSIDIARIES

     The Corporation has two subsidiaries, Wilmington Savings Fund Society, FSB
(WSFS) and WSFS Capital Trust I. WSFS Capital Trust I was formed in 1998 to
issue Trust Preferred Securities. The Trust invested all of the proceeds from
the sale of the Trust Preferred Securities in Junior Subordinated Debentures of
the Corporation. The Corporation used the proceeds from the Junior Subordinated
Debentures for general corporate purposes, including the redemption of its 11%
Senior Notes due 2005 on December 31, 1998.

     At December 31, 2000, WSFS had three wholly-owned, first-tier subsidiaries
which were engaged in leasing, insurance investment products, and securities
sales, as well as real estate development. WSFS is the sole investor in and
primary lender to its non-bank subsidiaries. At December 31, 2000, it had $224.1
million invested in the equity of these companies and had lent them an
additional $23.0 million.

     WSFS Credit Corporation (WCC) which commenced operations in 1974, provides
leasing for consumer and business motor vehicles and equipment as well as
consumer loans. Prior to 1988, its business had been concentrated in the
northern Delaware area, but in 1988 it began expanding its motor vehicle leasing
base by originating leases through automobile dealerships in Pennsylvania, New
Jersey and Maryland as well as Delaware. In 1996 WCC expanded its market area to
parts of western Maryland and West Virginia. WCC underwrites all leases
originated through automobile dealers in accordance with underwriting criteria
generally consistent with those of WSFS and the leasing industry.

                                      -14-

<PAGE>

     On December 21, 2000, the Board of Directors of the Corporation approved
plans to discontinue the operations of WCC, as a result, the Company has exited
the indirect auto leasing business. WCC, which had 7,300 lease contracts and
2,700 loan contracts at December 31, 2000, no longer accepts new applications
but will continue to service its existing loans and leases. Management estimates
that substantially all loan and lease contracts will mature by December 2003. As
discussed in Note 2 of the Financial Statements, the results of WCC are
presented as discontinued operations, retroactively restated for all periods
presented.

     838 Investment Group, Inc. was formed in 1989. This subsidiary markets
various investment and insurance products, such as single-premium annuities and
whole life policies, and securities to Bank customers primarily through WSFS'
branch system.

     Star States Development Company was formed in March 1985 with the objective
of engaging in residential real estate projects through either wholly-owned
subsidiaries or investments in joint ventures. Star States Development Company's
investments in the projects were in the form of nonrecourse, first mortgage
loans, in return for which Star States Development Company was entitled to
receive repayment of principal and interest, and to share, at an agreed upon
percentage, in the profits of the project. In 1998, Star States Development
Company sold its remaining parcel of land and is currently inactive.

     Providential Home Income Plan, Inc. (Providential) was a San
Francisco-based reverse mortgage lender. WSFS acquired Providential in November
1994 for approximately $24.4 million. The acquisition was accounted for by the
purchase method of accounting; accordingly, Providential's results are included
in the Corporation's consolidated statement of operations for the period in
which it is owned. The management and operations of Providential were merged
into WSFS in November 1996.

     In August 1999, the Corporation invested $5.5 million in CustomerOne
Financial Network, Inc (C1FN), a St. Louis, Missouri based corporation formed in
1998 for the express purpose of providing direct-to-consumer marketing,
servicing, Internet development and technology management for "branchless"
financial services. As a result of this investment, C1FN's Internet-only banking
structure became part of everbank.com(TM), a division of WSFS. C1FN assists in
managing the operations of everbank.com(TM). everbank.com(TM) began marketing
internet-only banking to a national clientele in November of 1999.

     WSFS is the single largest shareholder in C1FN, has majority control
through a voting trust and, for the year ended December 31, 2000 WSFS shared in
42% of the operating results of C1FN. In addition, WSFS holds warrants for the
purchase of 20% additional ownership of C1FN, as well as the option and under
certain circumstances the obligation to invest an additional $5.4 million in the
year 2000, at the original WSFS ownership prices. This option expired on July 5,
2000 with no additional investment being made by WSFS.

     On December 29, 2000, C1FN received a $5.0 million investment from a third
party investor, with a conditional commitment to invest an additional $12.5
million if and when a separate bank charter is obtained for everbank.com(TM).
This investment effectively reduces WSFS' economic ownership of C1FN at December
31, 2000 from 42% to 29%. Since WSFS retains majority control of C1FN through a
voting trust, the results of C1FN will continue to be consolidated into the
operating results of WSFS until everbank.com(TM) obtains a separate banking
charter.

     Additionally, in November 1999, the Corporation expanded the local retail
home equity lending business of Community Credit Corporation (CCC) which
initially started operations in 1994. CCC was renamed Wilmington National
Finance, Inc. (WNF) which expanded its sales to a national level and now
aggregates loans primarily through brokers and sells them to investors. WSFS
retained a 51% ownership with the remainder held by WNF's executives retained to
lead the expansion of WNF. WSFS also has warrants to obtain an additional 15%
ownership in WNF. Both C1FN and WNF are consolidated into the financial
statements of the Corporation. See Note 19 of the Financial Statements,
"Investments in Non-wholly Owned Subsidiaries", for further discussion.

     Both C1FN and WNF are consolidated into the Financial Statements of WSFS
Financial Corporation. The portion of equity and operating results attributable
to investors in C1FN and WNF other than WSFS are reported as minority interest.

                                      -15-

<PAGE>


SOURCES OF FUNDS

     WSFS funds operations through retail and wholesale deposit growth as well
as through various borrowing sources, including repurchase agreements, federal
funds purchased and advances from the Federal Home Loan Bank (FHLB) of
Pittsburgh. Loan repayments and investment maturities also provide sources of
funds. Loan repayments and investment maturities provide a relatively stable
source of funds while certain deposit flows tend to be more susceptible to
market conditions. Borrowings are used to fund wholesale asset growth,
short-term funding of lending activities when loan demand exceeds projections,
or when deposit inflows or outflows are less than or greater than expected. On a
long-term basis, borrowings may be used to match against specific loans or
support business expansion.

     Deposits. WSFS offers various deposit programs to its customers, including
savings accounts, demand deposits, interest-bearing demand deposits, money
market deposit accounts and certificates of deposits. WSFS also offers Christmas
clubs, Individual Retirement Accounts and Keogh Accounts. In addition, WSFS
accepts negotiable rate certificates with balances in excess of $100,000 from
individuals, businesses and municipalities in Delaware.

     WSFS is the second largest independent full service banking institution
headquartered and operating in Delaware. It primarily attracts deposits through
its system of 28 branches. Eighteen of these branches are located in northern
Delaware's New Castle County, WSFS' primary market. These branches maintain
approximately 131,000 total account relationships with approximately 54,200
total households, or 28% of all households in New Castle County, Delaware. The
nineteenth branch is in the state capital, Dover, located in central Delaware's
Kent County. The nine remaining branches are located in southeastern
Pennsylvania.

     everbank.com(TM), a division of WSFS, jointly managed with C1FN, a
nonwholly owned subsidiary of WSFS, garners deposits nationally through its
Internet banking operations. everbank.com(TM) offers demand deposits, money
market deposits and certificates of deposits as well as nondollar denominated
deposits. Total deposts at everbankTM were $183.2 million at December 31, 2000.

                                      -16-

<PAGE>

     The following table sets forth the amount of certificates of deposit of
$100,000 or more by time remaining until maturity at the period indicated.

 
                                                 December 31,
Maturity Period                                      2000
---------------                                 -------------
                                               (In Thousands)

Less than 3 months......................           $19,181
Over 3 months to 6 months...............             8,834
Over 6 months to 12 months..............            13,377
Over 12 months..........................             8,281
                                                   -------
                                                   $49,673
                                                   =======

     Borrowings. The Company utilizes several sources of borrowings to fund
operations. As a member of the FHLB of Pittsburgh, WSFS is authorized to apply
for advances on the security of their capital stock in the FHLB and certain of
their residential mortgages and other assets (principally securities which are
obligations of or guaranteed by the United States Government), provided certain
standards related to creditworthiness have been met. As a member institution,
WSFS is required to hold capital stock in the FHLB of Pittsburgh in an amount at
least equal to 1% of the aggregate unpaid principal of their home mortgage
loans, home purchase contracts, and similar obligations at the beginning of each
year, or 5% of their outstanding advances, whichever is greater.

     WSFS also sells securities under agreements to repurchase with various
brokers as an additional source of funding. When entering into these
transactions, WSFS is generally required to pledge either government securities
or mortgage-backed securities as collateral for the borrowings.

     In 1998, the Company issued $50.0 million in Trust Preferred securities due
December 11, 2028, part of the proceeds of which was used to pay off the $29.1
million in 11% Senior Notes. See Note 9 of the Consolidated Financial Statements
for a further discussion of the Trust Preferred securities.

REGULATION

Regulation of the Company

     General. The Company is a registered savings and loan holding company and
is subject to Office of Thrift Supervision (OTS) regulation, examination,
supervision and reporting requirements. As a subsidiary of a holding company,
WSFS is subject to certain restrictions in its dealings with the Company and
other affiliates.

     Activities Restrictions. Because the Company became a unitary savings and
loan holding company prior to May 4, 1999, there generally are no restrictions
on its activities. If the Company were to acquire another thrift and operate it
as a separate entity, it would become subject to the activities restrictions on
multiple holding companies. Among other things, no multiple savings and loan
holding company or subsidiary thereof which is not a savings association may
commence, or continue after a limited period of time after becoming a multiple
savings and loan holding company or subsidiary thereof, any business activity
other than: (i) furnishing or performing management services for a subsidiary
savings association; (ii) conducting an insurance agency or escrow business;
(iii) holding, managing, or liquidating assets owned by or acquired from a
subsidiary savings institution; (iv) holding or managing properties used or
occupied by a subsidiary savings institution; (v) acting as trustee under deeds
of trust; (vi) those activities authorized by regulation as of March 5, 1987 to
be engaged in by multiple holding companies; or (vii) unless the Director of OTS
by regulation prohibits or limits such activities for savings and loan holding
companies, those activities authorized by the Federal Reserve Board as
permissible for bank holding companies. Those activities described in (vii)
above also must be approved by the Director of OTS prior to being engaged in by
a multiple savings and loan holding company.

                                      -17-

<PAGE>

     Transactions with Affiliates; Tying Arrangements. Transactions between
savings associations and any affiliate are governed by Sections 23A and 23B of
the Federal Reserve Act. An affiliate of a savings association is any company or
entity which controls or is under common control with the savings association or
any subsidiary of the savings association that would be deemed a financial
subsidiary of a national bank. In a holding company context, the parent holding
company of a savings association (such as the Company) and any companies which
are controlled by such parent holding company are affiliates of the savings
association. Generally, Sections 23A and 23B (i) limit the extent to which the
savings institution or its subsidiaries may engage in "covered transactions"
with any one affiliate to an amount equal to 10% of such institution's capital
stock and surplus, and limit the aggregate of all such transactions with all
affiliates to an amount equal to 20% of such capital stock and surplus and (ii)
require that all such transactions be on terms substantially the same, or at
least as favorable, to the institution or subsidiary as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and similar types of transactions.
In addition to the restrictions imposed by Sections 23A and 23B, no savings
association may (i) lend or otherwise extend credit to an affiliate, except for
any affiliate which engages only in activities which are permissible for bank
holding companies, or (ii) purchase or invest in any stocks, bonds, debentures,
notes or similar obligations of any affiliate, except for affiliates which are
subsidiaries of the savings association. Savings associations are also
prohibited from extending credit, offering services, or fixing or varying the
consideration for any extension of credit or service on the condition that the
customer obtain some additional service from the institution or certain of its
affiliates or that the customer not obtain services from a competitor of the
institution, subject to certain limited exceptions.

     Restrictions on Acquisitions. Unless the acquiror was a unitary savings and
loan holding company on May 4, 1999 (or became a unitary savings and loan
holding company pursuant to an application pending as of that date), no company
may acquire control of the Company unless the company is only engaged in
activities that are permitted for multiple savings and loan holding companies or
for financial holding companies under the Bank Holding Company Act of 1956 as
amended by the Gramm-Leach-Bliley Act (See "Financial Modernization
Legislation"). Financial holding companies may engage in activities that the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
in consultation with the Secretary of the Treasury, has determined to be
financial in nature or incidental to a financial activity or complementary to a
financial activity provided that the complementary activity does not pose a risk
to safety and soundness. Financial holding companies that were not previously
bank holding companies may continue to engage in limited non-financial
activities for up to ten years after the effective date of the
Gramm-Leach-Bliley Act (with provision for extension for up to five additional
years by the Federal Reserve Board) provided that the financial holding company
is predominantly engaged in financial activities.

     Savings and loan holding companies are prohibited from acquiring, without
prior approval of the Director of OTS, (i) control of any other savings
association or savings and loan holding company or substantially all the assets
thereof, or (ii) more than 5% of the voting shares of a savings association or
holding company thereof which is not a subsidiary. Under certain circumstances,
a savings and loan holding company is permitted to acquire, with the approval of
the Director of OTS, up to 15% of the voting shares of an under-capitalized
savings association pursuant to a "qualified stock issuance" without that
savings association being deemed controlled by the holding company. Except with
the prior approval of the Director of OTS, no director or officer of a savings
and loan holding company or person owning or controlling by proxy or otherwise
more than 25% of such company's stock, may also acquire control of any savings
association, other than a subsidiary savings association, or of any other
savings and loan holding company.

     The Director of OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
associations in more than one state if: (i) the company involved controls a
savings institution which operated a home or branch office in the state of the
association to be acquired as of March 5, 1987; (ii) the acquirer is authorized
to acquire control of the savings association pursuant to the emergency
acquisition provisions of the Federal Deposit Insurance Act; or (iii) the
statutes of the state in which the association to be acquired is located
specifically permit institutions to be acquired by state-chartered associations
or savings and loan holding companies located in the state where the acquiring
entity is located (or by a holding company that controls such state-chartered
savings institutions). The laws of Delaware do not specifically authorize
out-of-state savings associations or their holding companies to acquire
Delaware-chartered savings associations.

                                      -18-

<PAGE>

     The statutory restrictions on the formation of interstate multiple holding
companies would not prevent WSFS from entering into other states by mergers or
branching. OTS regulations permit federal associations to branch in any state or
states of the United States and its territories. Except in supervisory cases or
when interstate branching is otherwise permitted by state law or other statutory
provision, a federal association may not establish an out-of-state branch unless
the federal association qualifies as a "domestic building and loan association"
under Section.7701(a)(19) of the Internal Revenue Code or as a "qualified thrift
lender" under the Home Owners' Loan Act and the total assets attributable to all
branches of the association in the state would qualify such branches taken as a
whole for treatment as a domestic building and loan association or qualified
thrift lender. Federal associations generally may not establish new branches
unless the association meets or exceeds minimum regulatory capital requirements.
The OTS will also consider the association's record of compliance with the
Community Reinvestment Act of 1977 in connection with any branch application.

Regulation of WSFS

     General. As a federally chartered savings institution, WSFS is subject to
extensive regulation by the OTS. The lending activities and other investments of
WSFS must comply with various federal regulatory requirements. The OTS
periodically examines WSFS for compliance with regulatory requirements. The FDIC
also has the authority to conduct special examinations of WSFS as the insurer of
deposits. WSFS must file reports with OTS describing its activities and
financial condition. WSFS is also subject to certain reserve requirements
promulgated by the Federal Reserve Board. This supervision and regulation is
intended primarily for the protection of depositors. Certain of these regulatory
requirements are referred to below or appear elsewhere herein.

     Regulatory Capital Requirements. Under OTS capital regulations, savings
institutions must maintain "tangible" capital equal to 1.5% of adjusted total
assets, "Tier 1" or "core" capital equal to 4% of adjusted total assets (or 3%
if the institution is rated composite 1 under the OTS examiner rating system),
and "total" capital (a combination of core and "supplementary" capital) equal to
8% of risk-weighted assets. In addition, OTS regulations impose certain
restrictions on savings associations that have a total risk-based capital ratio
that is less than 8.0%, a ratio of Tier 1 capital to risk-weighted assets of
less than 4.0% or a ratio of Tier 1 capital to adjusted total assets of less
than 4.0% (or 3.0% if the institution is rated Composite 1 under the OTS
examination rating system). For purposes of these regulations, Tier 1 capital
has the same definition as core capital.

     The OTS capital rule defines Tier 1 or core capital as common stockholders'
equity (including retained earnings), noncumulative perpetual preferred stock
and related surplus, minority interests in the equity accounts of fully
consolidated subsidiaries, certain nonwithdrawable accounts and pledged deposits
of mutual institutions and "qualifying supervisory goodwill," less intangible
assets other than certain supervisory goodwill and, subject to certain
limitations, mortgage and non-mortgage servicing rights and purchased credit
card relationships. Tangible capital is given the same definition as core
capital but does not include qualifying supervisory goodwill and is reduced by
the amount of all the savings institution's intangible assets except for limited
amounts of mortgage servicing rights. The OTS capital rule requires that core
and tangible capital be reduced by an amount equal to a savings institution's
debt and equity investments in "nonincludable" subsidiaries engaged in
activities not permissible to national banks, other than subsidiaries engaged in
activities undertaken as agent for customers or in mortgage banking activities
and subsidiary depository institutions or their holding companies.

     Adjusted total assets for purposes of the core and tangible capital
requirements are a savings institution's total assets as determined under
generally accepted accounting principles, increased by certain goodwill amounts
and by a prorated portion of the assets of unconsolidated includable
subsidiaries in which the savings institution holds a minority interest.
Adjusted total assets are reduced by the amount of assets that have been
deducted from capital, the savings institution's minority investments in
unconsolidated includable subsidiaries and, for purposes of the core capital
requirement, qualifying supervisory goodwill. At December 31, 2000, WSFS was in
compliance with both the core and tangible capital requirements.

                                      -19-

<PAGE>

     The risk-based capital requirement is measured against risk-weighted
assets, which equal the sum of each on-balance-sheet asset and the
credit-equivalent amount of each off-balance-sheet item after being multiplied
by an assigned risk weight. Under the OTS risk-weighting system, cash and
securities backed by the full faith and credit of the U.S. government are given
a 0% risk weight. Mortgage-backed securities that qualify under the Secondary
Mortgage Enhancement Act, including those issued, or fully guaranteed as to
principal and interest, by the FNMA or FHLMC, are assigned a 20% risk weight.
Single-family first mortgages not more than 90 days past due with loan-to-value
ratios not exceeding 80%, fixed-rate multi-family first mortgages not more than
90 days past due with loan-to-value ratios not exceeding 80% (75% if rate is
adjustable), and annual net operating income equal to not less than 120% of debt
service (115% if loan is adjustable) and certain qualifying loans for the
construction of one- to four-family residences pre-sold to home purchasers are
assigned a risk weight of 50%. Consumer loans, non-qualifying residential
construction loans and commercial real estate loans, repossessed assets and
assets more than 90 days past due, as well as all other assets not specifically
categorized, are assigned a risk weight of 100%. The portion of equity
investments not deducted from core or supplementary capital is assigned a 100%
risk-weight.

     In determining compliance with the risk-based capital requirement, a
savings institution is allowed to include both core capital and supplementary
capital in its total capital, provided the amount of supplementary capital
included does not exceed the savings institution's core capital. Supplementary
capital is defined to include certain preferred stock issues, nonwithdrawable
accounts and pledged deposits that do not qualify as core capital, certain
approved subordinated debt, certain other capital instruments and a portion of
the savings institution's general loan loss allowances. The OTS risk-based
capital standards require savings institutions with more than a "normal" level
of interest rate risk to maintain additional total capital. A savings
institution's interest rate risk is measured in terms of the sensitivity of its
"net portfolio value" to changes in interest rates. A savings association with
more than normal interest rate risk is required to deduct an interest rate risk
component equal to one-half of the excess of its measured interest rate risk
over the normal level from its total capital for purposes of determining its
compliance with the OTS risk-based capital guidelines. At December 31, 2000,
WSFS was in compliance with the OTS risk-based capital requirements.

     Loans to Directors, Officers and 10% Stockholders. Under Section 22(h) of
the Federal Reserve Act, loans to an executive officer or director or to a
greater than 10% stockholder of a savings association and certain affiliated
interests of either, may not exceed, together with all other outstanding loans
to such person and affiliated interests, the association's loans to one borrower
limit (generally equal to 15% of the institution's unimpaired capital and
surplus) and all loans to all such persons may not exceed the institution's
unimpaired capital and unimpaired surplus. Section 22(h) also prohibits loans,
above amounts prescribed by the appropriate federal banking agency, to
directors, executive officers and greater than 10% stockholders of a savings
association, and their respective affiliates, unless such loan is approved in
advance by a majority of the board of directors of the association with any
"interested" director not participating in the voting. The Federal Reserve Board
has prescribed the loan amount (which includes all other outstanding loans to
such person), as to which such prior board of director approval if required, as
being the greater of $25,000 or 5% of capital and surplus (up to $500,000).
Further, loans to directors, executive officers and principal stockholders must
be made on terms substantially the same as offered in comparable transactions to
other persons unless the loan is made pursuant to a compensation or benefit plan
that is widely available to employees and does not discriminate in favor of
insiders. Section 22(h) also prohibits a depository institution from paying the
overdrafts of any of its executive officers or directors. Savings associations
are subject to the requirements and restrictions of Section 22(g) of the Federal
Reserve Act which requires that loans to executive officers of depository
institutions not be made on terms more favorable than those afforded to other
borrowers, requires approval for such extensions of credit by the board of
directors of the institution, and imposes reporting requirements for and
additional restrictions on the type, amount and terms of credits to such
officers. Section 106 of the Bank Holding Company Act of 1956 (BHCA) prohibits
extensions of credit to executive officers, directors, and greater than 10%
stockholders of a depository institution by any other institution which has a
correspondent banking relationship with the institution, unless such extension
of credit is on substantially the same terms as those prevailing at the time for
comparable transactions with other persons and does not involve more than the
normal risk of repayment or present other unfavorable features.

     Dividend Restrictions. Savings associations must submit notice to the OTS
prior to making a capital distribution (which includes cash dividends, stock
repurchases and payments to shareholders of another institution in a cash
merger) if (a) they would not be well capitalized after the distribution, (b)
the distribution would result in the retirement of any of the association's
common or preferred stock or debt counted as its regulatory capital, or (c) the
association is a subsidiary of a holding company. A savings association must
make application to the OTS to pay a capital distribution if (x) the association
would not be adequately capitalized following the distribution, (y) the
association's total distributions for the calendar year exceeds the
association's net income for the calendar year to date plus its net income (less
distributions) for the preceding two years, or (z) the distribution would
otherwise violate applicable law or regulation or an agreement with or condition
imposed by the OTS.

                                      -20-

<PAGE>

     Deposit Insurance. WSFS may be charged semi-annual premiums by the FDIC for
federal insurance on its insurable deposit accounts up to applicable regulatory
limits. The FDIC may establish an assessment rate for deposit insurance premiums
which protects the insurance fund and considers the fund's operating expenses,
case resolution expenditures, income and effect of the assessment rate on the
earnings and capital of members.

     The assessment rate for an insured depository institution depends on the
assessment risk classification assigned to the institution by the FDIC which is
determined by the institution's capital level and supervisory evaluations.
Institutions are assigned to one of three capital groups -- well-capitalized,
adequately-capitalized or undercapitalized -- using the same percentage criteria
as in the prompt corrective action regulations. See "Prompt Corrective Action."
Within each capital group, institutions will be assigned to one of three
subgroups on the basis of supervisory evaluations by the institution's primary
supervisory authority and such other information as the FDIC determines to be
relevant to the institution's financial condition and the risk posed to the
deposit insurance fund.

     Because the Bank Insurance Fund (BIF) achieved its statutory reserve ratio
of 1.25% of insured deposits, the FDIC has eliminated deposit insurance premiums
for most BIF members. The FDIC, however, continues to assess BIF member
institutions to fund interest payments on certain bonds issued by the Financing
Corporation (FICO), an agency of the federal government established to help fund
takeovers of insolvent thrifts. Until December 31, 1999, BIF members were
assessed at approximately one-fifth the rate at which Savings Association
Insurance Fund (SAIF) members were assessed. After December 31, 1999, BIF and
SAIF members are being assessed at the same rate.

     Prompt Corrective Action. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA), federal banking regulators are required to
take prompt corrective action if an institution fails to satisfy certain minimum
capital requirements, including a leverage limit, a risk-based capital
requirement, and any other measure deemed appropriate by the federal banking
regulators for measuring the capital adequacy of an insured depository
institution. All institutions, regardless of their capital levels, are
restricted from making any capital distribution or paying any management fees
that would cause the institution to become undercapitalized. An institution that
fails to meet the minimum level for any relevant capital measure (an
"undercapitalized institution") generally is: (i) subject to increased
monitoring by the appropriate federal banking regulator; (ii) required to submit
an acceptable capital restoration plan within 45 days; (iii) subject to asset
growth limits; and (iv) required to obtain prior regulatory approval for
acquisitions, branching and new lines of businesses. "Significantly
undercapitalized" institutions and their holding companies may become subject to
more severe sanctions including limitations on asset growth, restrictions on
capital distributions by the holding company and possible divestiture
requirements. Institutions generally must be placed in receivership within
specified periods of time after they become "critically undercapitalized".

     Under the OTS regulations implementing the prompt corrective action
provisions of FDICIA, the OTS measures a savings institution's capital adequacy
on the basis of its total risk-based capital ratio (the ratio of its total
capital to risk-weighted assets), Tier 1 risk-based capital ratio (the ratio of
its core capital to risk-weighted assets) and leverage ratio (the ratio of its
core capital to adjusted total assets). A savings institution that is not
subject to an order or written directive to meet or maintain a specific capital
level is deemed "well capitalized" if it also has: (i) a total risk-based
capital ratio of 10% or greater; (ii) a Tier 1 risk-based capital ratio of 6.0%
or greater; and (iii) a leverage ratio of 5.0% or greater. An "adequately
capitalized" savings institution is a savings institution that does not meet the
definition of well capitalized and has: (i) a total risk-based capital ratio of
8.0% or greater; (ii) a Tier 1 capital risk-based ratio of 4.0% or greater; and
(iii) a leverage ratio of 4.0% or greater (or 3.0% or greater if the savings
institution has a composite 1 CAMELS rating). An "undercapitalized institution"
is a savings institution that has (i) a total risk-based capital ratio less than
8.0%; or (ii) a Tier 1 risk-based capital ratio of less than 4.0%; or (iii) a
leverage ratio of less than 4.0% (or 3.0% if the institution has a composite 1
CAMELS rating). A "significantly undercapitalized" institution is defined as a
savings institution that has: (i) a total risk-based capital ratio of less than
6.0%; or (ii) a Tier 1 risk-based capital ratio of less than 3.0%; or (iii) a
leverage ratio of less than 3.0%. A "critically undercapitalized" savings
institution is defined as a savings institution that has a ratio of tangible
equity to total assets of less than 2.0%.

                                      -21-

<PAGE>

     Federal Home Loan Bank System. WSFS is a member of the FHLB System, which
consists of 12 district FHLBs subject to supervision and regulation by the
Federal Housing Finance Board (FHFB). The FHLBs provide a central credit
facility primarily for member institutions. As a member of the FHLB of
Pittsburgh, WSFS is required to acquire and hold shares of capital stock in the
FHLB of Pittsburgh in an amount at least equal to 1% of the aggregate unpaid
principal of its home mortgage loans, home purchase contracts, and similar
obligations at the beginning of each year, or 1/20 of its advances (borrowings)
from the FHLB of Pittsburgh, whichever is greater. WSFS was in compliance with
this requirement with an investment in FHLB of Pittsburgh stock at December 31,
2000, of $28.5 million. The FHLB of Pittsburgh offers advances to members in
accordance with policies and procedures established by the FHFB and the Board of
Directors of the FHLB of Pittsburgh. Long term advances may only be made to
larger institutions like WSFS for the purpose of providing funds for residential
housing finance.

     Federal Reserve System. Pursuant to regulations of the Federal Reserve
Board, a savings institution must maintain average daily reserves equal to 3% on
the first $42.8 million of transaction accounts, plus 10% on the remainder. This
percentage is subject to adjustment by the Federal Reserve Board. Because
required reserves must be maintained in the form of vault cash or in a
non-interest bearing account at a Federal Reserve Bank, the effect of the
reserve requirement may be to reduce the amount of the institution's
interest-earning assets. As of December 31, 2000 WSFS met its reserve
requirements.

Financial Modernization Legislation

     On November 12, 1999, President Clinton signed legislation which could have
a far-reaching impact on the financial services industry. The Gramm-Leach-Bliley
("G-L-B") Act authorizes affiliations between banking, securities and insurance
firms and authorizes bank holding companies and national banks to engage in a
variety of new financial activities. Among the new activities that will be
permitted to qualifying bank holding companies are securities and insurance
brokerage, securities underwriting, insurance underwriting and merchant banking.
The Federal Reserve Board, in consultation with the Department of Treasury, may
approve additional financial activities for bank holding companies. National
bank subsidiaries will be permitted to engage in similar financial activities
but only on an agency basis unless they are one of the 50 largest banks in the
country. National bank subsidiaries will be prohibited from insurance
underwriting, real estate development and, for at least five years, merchant
banking. The G-L-B Act prohibits future acquisitions of existing unitary savings
and loan holding companies, like the Company, and firms which are engaged in
commercial activities and limits the permissible activities of unitary holding
companies formed after May 4, 1999.

     The G-L-B Act imposes new requirements on financial institutions with
respect to customer privacy. The G-L-B Act generally prohibits disclosure of
customer information to non-affiliated third parties unless the customer has
been given the opportunity to object and has not objected to such disclosure.
Financial institutions are further required to disclose their privacy policies
to customers annually. Financial institutions, however, will be required to
comply with state law if it is more protective of customer privacy than the
G-L-B Act. The G-L-B Act directs the federal banking agencies, the National
Credit Union Administration, the Secretary of the Treasury, the Securities and
Exchange Commission and the Federal Trade Commission, after consultation with
the National Association of Insurance Commissioners, to promulgate implementing
regulations within six months of enactment. The privacy regulations will become
final, effective in July 2001.

     The G-L-B Act contains significant revisions to the Federal Home Loan Bank
System. The G-L-B Act imposes new capital requirements on the Federal Home Loan
Banks and authorizes them to issue two classes of stock with differing dividend
rates and redemption requirements. The G-I-B Act deletes the current requirement
that the Federal Home Loan Banks annually contribute $300 million to pay
interest on certain government obligations in favor of a 20% of net earnings
formula. The G-L-B Act expands the permissible uses of Federal Home Loan Bank
advances by community financial institutions (under $500 million in assets) to
include funding loans to small businesses, small farms and small
agri-businesses. The G-L-B Act makes membership in the Federal Home Loan Bank
voluntary for federal savings associations.

                                      -22-

<PAGE>

     The G-L-B Act contains a variety of other provisions including a
prohibition against ATM surcharges unless the customer has first been provided
notice of the imposition and the amount of the fee. The G-L-B Act reduces the
frequency of Community Reinvestment Act examinations for smaller institutions
and imposes certain reporting requirements on depository institutions that make
payments to non-governmental entities in connection with the Community
Reinvestment Act. The G-L-B Act eliminates the SAIF special reserve and
authorizes a federal savings association that converts to a national or state
bank charter to continue to use the term "federal" in its name and to retain any
interstate branches.

     The Company is unable to predict the impact of the G-L-B Act on its
operations at this time. Although the G-L-B Act reduces the range of companies
which may acquire control of the Company and with which the Company may
affiliate, it may facilitate affiliations with companies in the financial
services industry.



                                      -23-

<PAGE>


I
tem 2. Properties

     The following table sets forth the location and certain additional
information regarding the Company's offices and other material properties at
December 31, 2000.


<TABLE>
<CAPTION>
                                                                                     Net Book Value
                                                                                      Of Property
                                                      Owned/     Date Lease           or Leasehold
Location                                              Leased       Expires          Improvements(2)     Deposits
--------                                              ------     ----------         ---------------     --------
                                                                                          (In Thousands)
                                                                               -----------------------------------
WSFS:
<S>                                                    <C>          <C>                    <C>           <C>     
Main Office (1)(2)                                    Owned                              $1,253        $286,387
  9th & Market Streets
  Wilmington, DE  19899
Union Street Branch                                   Leased        2003                    101          55,283
  3rd & Union Streets
  Wilmington, DE  19805
Trolley Square Branch                                 Leased        2001                      9          23,635
  1711 Delaware Avenue
  Wilmington, DE  19806
Fairfax Shopping Center Branch                        Leased        2003                     12          66,965
  2005 Concord Pike
  Wilmington, DE  19803
Branmar Plaza Shopping Center Branch                  Leased        2003                     10          58,744
  1812 Marsh Road
  Wilmington, DE  19810
Prices Corner Shopping Center Branch                  Leased        2003                     41          87,877
  3202 Kirkwood Highway
  Wilmington, DE  19808
Pike Creek Shopping Center Branch                     Leased        2005                     19          58,420
  New Linden Hill & Limestone Roads
  Wilmington, DE  19808
University Plaza Shopping Center Branch               Leased        2003                     19          39,630
  I-95 & Route 273
  Newark, DE  19712
College Square Shopping Center Branch(4)              Leased        2007                    274          63,270
  Route 273 & Liberty Avenue
  Newark, DE  19711
Airport Plaza Shopping Center Branch                  Leased        2013                     12          67,914
  144 N. DuPont Hwy.
  New Castle, DE  19720
Stanton Branch                                        Leased        2001                    169           8,612
  Inside ShopRite at First State Plaza
  1600 W. Newport Pike
  Wilmington, DE  19804
Glasgow Branch                                        Leased        2002                    188          14,510
  Inside Genuardi's at Peoples Plaza
  Routes 40 & 896
  Newark, DE  19804
Middletown Square Shopping Center                     Leased        2004                     58          14,071
  Inside Parkers Thriftway
  701 N. Broad St.
  Middletown, DE 19709
Dover Branch                                          Leased        2005                    129          13,743
  Inside Metro Food Market
  Rt 134 & White Oak Road
  Dover, DE  19901
</TABLE>


                                      -24-

<PAGE>


<TABLE>
<CAPTION>
                                                                                     Net Book Value
                                                                                      Of Property
                                                      Owned/     Date Lease           or Leasehold
Location                                              Leased       Expires          Improvements(2)     Deposits
--------                                              ------     ----------         ---------------     --------
                                                                                          (In Thousands)
                                                                               -----------------------------------
WSFS:
<S>                                                    <C>          <C>                    <C>           <C>     
WSFS (continued...):
Pottstown Branch                                        Leased       2001                   190             1,628   
  Inside Genuardi's Family Market                      
  1400 North Charlotte St.                             
  Pottstown, PA  19461                                 
Royersford Branch                                       Leased       2003                   199             1,787
  Inside Genuardi's Family Markets                     
  Limerick Square                                      
  70 Buckwater Rd., Suite 211                          
  Royersford, PA  19468                                
Glen Eagle Branch                                       Leased       2003                   259             4,803
  Inside Genaurdi's Family Market                      
  475 Glen Eagle Square                                
  Glen Mills, PA  19342                                
University of Delaware-Trabant University Center        Leased       2003                   237             4,095
  17 West Main Street                                  
  Newark, DE  19716                                    
Brandywine Branch                                       Leased       2004                   221            16,506
  Inside Genaurdi's Family Market                      
  2522 Foulk Road                                      
  Wilmington, DE  19810                                
Wal-Mart Branch                                         Leased       2004                   273             2,004
  Route 40 & Wilton Boulevard                          
  New Castle, DE  19720                                
Chesterbrook Branch                                     Leased       2004                   201             2,538
  Inside Genaurdi's Family Market                      
  500 Chesterbrook Boulevard                           
  Wayne, PA  19087                                     
Kimberton Branch                                        Leased       2004                   217             2,101
  Inside Genuardi's Family Market                      
  Maple Lawn Shopping Center                           
  542 Kimberton Road                                   
  Phoenixville, PA  19460                              
King of Prussia Branch                                  Leased       2005                   246             3,900
  Inside Genuardi's Family Market                      
  310 S. Henderson Road                                
  King of Prussia, PA  19406                           
Operations Center                                       Owned                             1,079               N/A
  2400 Philadelphia Pike                               
  Wilmington, DE  19703                                
Longwood Branch                                         Leased       2005                   246               587
  830 E. Baltimore Pike                                
  E. Marlborough, PA  19348                            
Holly Oak Branch                                        Leased       2005                   192            19,184
  Inside Superfresh                                    
  2105 Philadelphia Pike                               
  Claymont, DE  19703                                  
Elkins Park Branch                                      Leased       2005                   240             5,528
  More Shopping Center                                 
  7300 Old York Road                                   
  Elkins Park, PA  19027                               
Hockessin Branch                                        Leased       2015                   623            13,885
  7450 Lancaster Pike                                  
  Wilmington, DE  19707                                
St. David's Branch                                      Leased       2005                   243               743
  Inside Genuardi's Supermarket                        
  550 E. Lancaster Ave.                                
  Wayne, PA  19086                               
</TABLE>


                                      -25-

<PAGE>


<TABLE>
<CAPTION>
                                                                                     Net Book Value
                                                                                      Of Property
                                                      Owned/     Date Lease           or Leasehold
Location                                              Leased       Expires          Improvements(2)     Deposits
--------                                              ------     ----------         ---------------     --------
                                                                                          (In Thousands)
                                                                               -----------------------------------
WSFS:
<S>                                                    <C>          <C>                    <C>           <C>     
Wilmington National Finance:
Marchwood Shopping Center                             Leased       2002                     2               N/A
  4 Marchwood Road                               
  Exton, PA  19341                               
6265 Southfront Road                                  Leased       2005                     -               N/A
Livermore, CA                                    
1833 Centre Point Drive                               Leased       2005                     -               N/A
  Suite 123                                      
  Naperville, IL  60566                          
Suite 350                                             Leased       2005                    24               N/A
  2260 Buler Pike                                
  Plymouth Meeting, PA  19462                    
640 Ten Rod Road                                      Leased       2001                     -               N/A
  North Kingstown, RI                            
University Plaza-Bellevue                             Leased       2005                     -               N/A
  262 Chapman Road                               
  Newark, DE                                     
Everbank.com(TM):                                  
St. Louis, Missouri                                   Leased       2002                     -           183,241
  555 N New Ballas Road                          
  Suite 110                                      
  St. Louis, MO  63141                           
New York                                              Leased       2003                     -               N/A
  11 Oval Drive                                  
  Suite 107                                      
  Islandia, NY  11749-1476                       
Vermont                                               Leased       2002                     1               N/A
  188 South Main Street                          
  P.O. Box 1209                                  
  Stowe, VT  05672                               
Florida (5)                                           Leased       2004                    12               N/A
  2233 N. Commerce Pkwy.                         
  Suite 1                                        
  Weston, FL  33326                              
WSFS Credit Corporation:                         
  30 Blue Hen Drive                                   Leased       2002                   255               N/A
  Suite 200                                      
  Newark, DE 19713                               
Friess Land (3)                                       Owned          -                  2,158               N/A
Wilmington Gateway:                              
500 Delaware Ave.                                     Owned          -                  5,974               N/A
Wilmington, DE 19801                             
                                                                                                     ----------
                                                                                                     $1,121,591
                                                 
</TABLE>


(1)  Includes location of executive offices and approximately $147.1 million in
     brokered deposits.
(2)  The net book value of all the Company's investment in premises and
     equipment totaled $16.8 million at December 31, 2000.
(3)  The total includes building and building depreciation listed under Real
     Estate Held for Investment.
(4)  Includes the Company's Education and Development Center.
(5)  Florida location is pending execution of a sublease by C1FN to an
     independent third party at the same rental cost.

                                      -26-

<PAGE>


Item 3. Legal Proceedings

     There are no material legal proceedings to which the Company or WSFS is a
party or to which any of its property is subject except as discussed in Note 14
to the Consolidated Financial Statements.


Item 4.  Submissions of Matters To a Vote of Security Holders

     No matter was submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended December 31, 2000 through the solicitation of
proxies or otherwise.


                                      -27-

<PAGE>


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     WSFS Financial Corporation's Common Stock is traded on The Nasdaq Stock
MarketSM under the symbol WSFS. At December 31, 2000, the Corporation had 1,926
registered common stockholders of record. The following table sets forth the
range of high and low sales prices for the Common Stock for each full quarterly
period within the two most recent fiscal years as well as the quarterly
dividends paid.

     The closing market price of the common stock at December 31, 2000 was 
$12 7/8.


                                Stock Price Range                Dividends
                          -----------------------------          ---------
                             Low                 High     
                          ---------            --------

2000         1st          $10 11/16            $12 7/8             $ .03
             2nd           10 1/4               13 5/16              .04
             3rd            9 15/16             11 3/8               .04
             4th           10 1/16              12 7/8               .04
                                                                   -----
                                                                   $ .15
                                                                   =====

1999         1st          $14 5/8              $17 3/8             $ .03
             2nd           13 5/8               16                   .03
             3rd           13 7/8               15 3/8               .03
             4th           11 7/8               15 1/4               .03
                                                                   -----
                                                                   $ .12
                                                                   =====


                                      -28-

<PAGE>


Item 6. Selected Financial Data


<TABLE>
<CAPTION>
                                                          2000         1999          1998          1997          1996   
                                                       ----------   ----------    ----------    ----------    ----------
                                                                (Dollars in Thousands, Except Per Share Data)
At December 31,
<S>                                                    <C>          <C>           <C>           <C>           <C>       
  Total assets.....................................    $1,739,316   $1,751,037    $1,631,319    $1,510,655    $1,353,519
  Net loans (1)....................................       963,491      860,573       739,462       734,716       695,991
  Investment securities (2)........................        29,740       37,473        37,861        78,655        18,933
  Investment in reverse mortgages, net.............        33,683       28,103        31,293        32,109        35,796
  Other investments................................        39,318       36,526        51,418        74,523        47,337
  Mortgage-backed securities (2)...................       339,718      447,749       459,084       330,274       365,252
  Deposits ........................................     1,121,591      910,090       858,300       766,966       744,886
  Borrowings (3)...................................       443,638      672,465       622,409       615,578       489,819
  Senior notes.....................................             -            -             -        29,100        29,100
  Trust Preferred Borrowings.......................        50,000       50,000        50,000             -             -
  Stockholders' equity ............................        97,146       96,153        85,752        86,759        75,788
  Number of full-service branches (4)..............            28           24            20            16            16
                                                                                                           
For the Year Ended December 31,
  Interest income..................................   $   129,677  $  108,184     $  105,833    $  107,265     $  96,266
  Interest expense.................................        65,727       58,856        59,775        60,751        53,135
  Other income ....................................        18,101       11,579        11,243         8,785         6,559
  Other expenses ..................................        61,428       42,668        34,501        33,883        31,089
  Income from continuing operations................        15,622       18,086        15,388        14,979        15,222
  Net income ......................................        11,019       19,709        16,512        16,389        16,356
  Earnings per share:                                                                                         
   Basic:                                              
     Income from continuing operations.............          1.46         1.60          1.25          1.20          1.09
     Net income ...................................          1.03         1.74          1.34          1.31          1.18
   Diluted:                                                                                                   
     Income from continuing operations.............          1.46         1.59          1.23          1.18          1.08
     Net income ...................................          1.03         1.73          1.32          1.29          1.16
                                                                                                              
  Interest rate spread.............................          4.76%        3.90%         3.78%         3.78%         3.75%
  Net interest margin..............................          4.57         3.65          3.63          3.71          3.83
  Return on average equity (5).....................         15.95        20.32         16.47         18.51         19.72
  Return on average assets (5).....................          1.04         1.25          1.15          1.14          1.30
  Average equity to average assets (5).............          6.54         6.15          6.96          6.18          6.61
</TABLE>


(1)  Includes loans held-for-sale.
(2)  Includes securities available-for-sale.
(3)  Borrowings consist of FHLB advances, securities sold under agreement to
     repurchase and municipal bond repurchase obligations. The municipal bond
     repurchase obligation was called in 1996.
(4)  WSFS opened two branches in 1996 and four branches in 1998, 1999 and 2000.
(5)  Based on continuing operations.


                                      -29-



<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

GENERAL

         WSFS Financial Corporation (Company or Corporation) is a thrift holding
company headquartered in Wilmington, Delaware. Substantially all of the
Corporation's assets are held by its subsidiary, Wilmington Savings Fund
Society, FSB (WSFS). Founded in 1832, WSFS is one of the oldest financial
institutions in the country. As a federal savings bank which was formerly
chartered as a state mutual savings bank, WSFS enjoys broader investment powers
than most other financial institutions. These grandfathered powers have allowed
WSFS to diversify its revenue sources to a greater extent than most savings
banks. WSFS has served the residents of the Delaware Valley for 169 years. WSFS
is the largest thrift institution headquartered in Delaware and among the four
largest financial institutions in the state on the basis of total deposits
traditionally garnered in-market. The Corporation's primary market area is the
Mid-Atlantic region of the United States which is characterized by a diversified
manufacturing and service economy. The long-term goal of the Corporation is to
maintain its high-performing financial services company status by focusing on
its core banking business while developing unique profitable niches in
complementary businesses which may operate outside WSFS' geographical footprint.

         WSFS provides residential and commercial real estate, commercial and
consumer lending services, as well as cash management services funding these
activities primarily with retail deposits and borrowings. The banking operations
of WSFS are conducted from 28 retail banking offices located in northern
Delaware and southeastern Pennsylvania. Deposits are insured by the Federal
Deposit Insurance Corporation (FDIC).

         Fully owned subsidiaries of WSFS include WSFS Credit Corporation (WCC),
which is engaged primarily in indirect motor vehicle leasing; and 838 Investment
Group, Inc., which markets various insurance products and securities through
WSFS' branch system. An additional subsidiary, Star States Development Company
(SSDC), is currently inactive having sold its final parcel of land in 1998.

         On December 21, 2000, the Board of Directors of the Corporation
approved plans to discontinue the operations of WCC, and as a result, the
Company has exited the indirect auto leasing business. WCC, which had 7,300
lease contracts and 2,700 loan contracts at December 31, 2000, no longer accepts
new applications but will continue to service its existing loans and leases.
Management estimates that substantially all loan and lease contracts will mature
by December 2003. As discussed in Note 2 of the Financial Statements, the
results of WCC are presented as discontinued operations, retroactively restated
for all periods presented.

         In August 1999, WSFS Financial Corporation invested $5.5 million in
CustomerOne Financial Network, Inc. (C1FN), a St. Louis, Missouri based
corporation formed in 1998 for the express purpose of providing
direct-to-consumer marketing, servicing, Internet development and technology
management for "branchless" financial services. As a result of this investment,
C1FN's Internet-only banking structure became part of everbank.com(TM), a
division of WSFS. C1FN assists in managing the operations of everbank.com(TM).
everbank.com(TM) began marketing Internet-only banking to a national clientele
in November of 1999.

         WSFS is the single largest shareholder in C1FN, has majority control
through a voting trust and as a result, consolidates the results of C1FN in the
WSFS Financial Statements. For the year ended December 31, 2000 WSFS shared in
42% of the operating results of C1FN. In addition, WSFS holds warrants for the
purchase of 20% additional ownership of C1FN, as well as the option and under
certain circumstances the obligation to invest an additional $5.4 million in the
year 2000, at current offered ownership prices. This option expired on July 5,
2000 with no additional investment being made by WSFS.

         On December 29, 2000, C1FN received a $5.0 million investment from a
third party investor with a conditional commitment to invest an additional $12.5
million if and when a separate bank charter is obtained for everbank.com(TM).
This investment effectively reduces WSFS' economic ownership of C1FN at December
31, 2000 from 42% to 29%. Since WSFS retains majority control of C1FN through a
voting trust, the results of C1FN will continue to be consolidated into the
operating results of WSFS until everbank.comTM obtains a separate banking
charter.

         Additionally, in November 1999, the Corporation expanded the local
retail home equity lending business of Community Credit Corporation (CCC) which

                                      -30-

<PAGE>

began operations in 1994. CCC was renamed Wilmington National Finance, Inc.
(WNF) which expanded its sales to a national level and now aggregates loans
through brokers and sells them to investors. WSFS retained a 51% ownership with
the remainder held by WNF's executives retained to lead the expansion of WNF.
WSFS also has warrants to obtain an additional 15% ownership in WNF. Both C1FN
and WNF are consolidated into the Financial Statements of the Corporation. See
Note 19 of the Financial Statements, "Investments in Non-Wholly Owned
Subsidiaries", for further discussion.

         The following discussion focuses on the major components of the
Company's operations and presents an overview of the significant changes in the
results of operations for the past three fiscal years and financial condition
during the past two fiscal years. This discussion should be reviewed in
conjunction with the Consolidated Financial Statements and Notes thereto
presented elsewhere in this Annual Report.

RESULTS OF OPERATIONS

         The Corporation recorded net income of $11.0 million for the year ended
December 31, 2000, compared to $19.7 million and $16.5 million in 1999 and 1998,
respectively. Income from continuing operations was $15.6 million, $18.1 million
and $15.4 million for the years ended December 31, 2000, 1999 and 1998,
respectively

         Net Interest Income. Net interest income is the most significant
component of operating income to the Corporation. Net interest income relies
upon the levels of interest-earning assets and interest-bearing liabilities and
the difference or "spread" between the respective yields earned and rates paid.
The interest rate spread is influenced by regulatory, economic and competitive
factors that affect interest rates, loan demand and deposit flows. The level of
nonperforming loans can also impact the interest rate spread by reducing the
overall yield on the loan portfolio.

         Net interest income increased 30% to $64.0 million in 2000 compared
with $49.3 million in 1999. Total interest income increased $21.5 million,
between 1999 and 2000, primarily due to an increase in average balances for
loans of $133.7 million over the previous year, offset in part by a $114.5
million decrease in mortgage-backed securities. In addition to this positive
volume variance impact, overall rates were higher in 2000 than in 1999, and
specifically, the average yield on the reverse mortgage portfolio increased to
58.92% from 23.87%, between 2000 and 1999. For further discussion on reverse
mortgages see Note 16 of the Financial Statements.

         Total interest expense increased $6.9 million from 1999 and 2000 as a
result of the growth in interest-bearing deposits by an average of $111.6
million, partially offset by a $95.0 million decrease in average borrowings. The
average rates on deposits increased 56 basis points from 4.21% to 4.77%, while
the rates on FHLB and other borrowings increased 57 basis points and 61 basis
points, respectively. The cost of funding discontinued operations resulted in an
overall decrease in total interest expense of $1.4 million between 1999 and
2000, as a result of the declining balance of this business in 2000.

         Between 1998 and 1999, interest income increased $2.4 million, while
interest expense decreased $919,000. The primary increase in interest income was
related to the increase in average balances for mortgaged-backed securities of
$69.1 million and an increase in average loan balances of $46.4 million. This
was offset by a decrease in average interest rates in 1999 versus 1998. The
decrease in interest expense was primarily due to a decline in average rates
offset by an increase in average borrowings of $32.6 million. This was partially
offset by a decline in the average rate paid on deposits and borrowings of 42
basis points and 34 basis points respectively, between 1999 and 1998. There was
also a $1.2 million decrease to total interest expense related to the funding of
discontinued operations between 1999 and 1998.

         The following table sets forth certain information regarding changes in
net interest income attributable to changes in the volumes of interest-earning
assets and interest-bearing liabilities and changes in the rates for the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to: (i) changes in
volume (change in volume multiplied by prior year rate); (ii) changes in rates
(change in rate multiplied by prior year volume); and (iii) net change. Changes
due to the combination of rate and volume changes (changes in volume multiplied
by changes in rate) are allocated proportionately between changes in rate and
changes in volume.

                                      -31-

<PAGE>


<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                              -------------------------------------------------------------
                                                                     2000 vs. 1999                      1999 vs. 1998
                                                              -------------------------           -------------------------
                                                              Volume      Rate      Net           Volume    Rate      Net
                                                              ------      ----      ---           ------    ----      ---
                                                                                   (Dollars In Thousands)
<S>                                                             <C>      <C>       <C>             <C>       <C>      <C>
Interest income:
    Real estate loans (1)..........................           $ 7,173  $   651   $ 7,824         $ 2,259  $(4,208) $ (1,949)
    Commercial loans ..............................             2,378      475     2,853             841     (450)      391
    Consumer loans.................................             1,966      238     2,204           1,075     (417)      658
    Loans held-for-sale............................             1,125       93     1,218              59      (33)       26
    Mortgage-backed securities.....................            (7,619)   2,197    (5,422)          4,356     (552)    3,804
    Investment securities .........................               634        4       638            (679)      5       (674)
    Other..........................................               532   11,646    12,178          (1,799)   1,894        95
                                                              -------  -------   -------         -------  -------  --------
                                                                6,189   15,304    21,493           6,112   (3,761)    2,351
                                                              -------  -------   -------         -------  -------  --------
                                                                                                                    
Interest expense:                                                                                                   
    Deposits:                                                                                                       
      Money market and interest-bearing demand.....             2,818    1,873     4,691             227     (260)      (33)
      Savings......................................             1,191    2,102     3,293           1,525      (19)    1,506
      Retail time deposits.........................            (1,279)     815      (464)         (1,979)  (2,081)   (4,060)
      Jumbo certificates of deposit ...............            (1,769)     195    (1,574)            878     (165)      713
      Brokered certificates of deposit ............             2,999      804     3,803           2,981     (484)    2,497
    FHLB of Pittsburgh advances....................            (4,292)   2,530    (1,762)          2,920   (1,484)    1,436
    Senior notes and trust preferred borrowings....                 -      513       513           1,461   (1,028)      433
    Other borrowed funds...........................            (1,146)     900      (246)         (2,083)    (153)   (2,236)
    Cost of funding discontinued operations........                 -   (1,383)   (1,383)              -   (1,175)   (1,175)
                                                              -------  -------   -------         -------  -------  --------
                                                               (1,478)   8,349     6,871           5,930   (6,849)     (919)
                                                              -------  -------   -------         -------  -------  --------
Net change, as reported............................             7,667    6,955    14,622             182    3,088     3,270
                                                              -------  -------   -------         -------  -------  --------
                                                                                                                    
Tax-equivalent effect (2) .........................                (1)      (1)       (2)             (2)     (79)      (81)
                                                              ------- ---------- -------         -------  -------  --------
Net change, tax-equivalent basis...................           $ 7,666  $ 6,954   $14,620         $   180  $ 3,009  $  3,189
                                                              =======  =======   =======         =======  =======  ========
</TABLE>

(1) Includes commercial mortgage loans.
(2) The tax-equivalent income adjustment relates primarily to a commercial loan.

                                      -32-

<PAGE>

The following table, in thousands except yield and rate data, provides
information regarding the average balances of, and yields/rates on,
interest-earning assets and interest-bearing liabilities during the periods
indicated:

<TABLE>
<CAPTION>
                                                                                          Year Ended December 31,         
                                                 -------------------------------------------------------------------------
                                                              2000                                 1999                          
                                                 -----------------------------       ----------------------------------
                                                 Average               Yield/        Average                    Yield/    
                                                 Balance    Interest   Rate(1)       Balance      Interest      Rate(1)   
                                                 -------    --------   -------       -------      --------      -------   
                                                                                               (Dollars in Thousands)
Assets
Interest-earning assets:
Loans(2)(3):
<S>                                                <C>        <C>       <C>            <C>           <C>          <C>     
  Real estate loans (4).......................   $622,932   $ 51,264    8.23%      $  535,623     $ 43,440        8.11%   
  Commercial loans ...........................    124,742     10,131    8.89           98,440        7,278        8.44    
  Consumer loans..............................    165,983     16,273    9.80          145,943       14,069        9.64    
                                               ----------   --------               ----------     --------                
     Total loans..............................    913,657     77,668    8.63          780,006       64,787        8.45    

Mortgage-backed securities (5)................    369,780     25,118    6.79          484,254       30,540        6.31    
Loans held-for-sale (3).......................     16,577      1,477    8.91            3,739          259        6.93    
Investment securities (5).....................     46,703      2,980    6.38           36,792        2,342        6.37    
Other interest-earning assets.................     76,358     22,434   29.38           77,705       10,256       13.20    
                                               ----------   --------               ----------     --------                
  Total interest-earning assets...............  1,423,075    129,677    9.19        1.382,496      108,184        7.91    
                                               ----------   --------               ----------     --------                
Allowance for loan losses.....................    (22,427)                            (22,705)                            
Cash and due from banks.......................     55,050                              50,640                             
Other noninterest-earning assets..............     40,861                              35,748                             
Net assets from discontinued operations           228,544                             238,479                             
                                               ----------                          ----------                             
  Total assets................................ $1,725,103                          $1,684,658                             
                                               ==========                          ==========                             

Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
  Money market and interest-bearing demand ... $  158,849      6,186    3.89%      $   70,400     $  1,495        2.12%   
  Savings.....................................    273,675     10,764    3.93          239,034        7,471        3.13    
  Retail time deposits........................    275,399     13,687    4.97          301,738       14,151        4.69    
  Jumbo certificates of deposits .............     30,671      1,713    5.59           62,532        3,287        5.26    
  Brokered certificates of deposits...........    160,753     10,541    6.56          114,006        6,738        5.91    
                                               ----------   --------               ----------     --------                
     Total interest-bearing deposits..........    899,347     42,891    4.77          787,710       33,142        4.21    
FHLB of Pittsburgh advances...................    397,672     23,459    5.90          473,458       25,221        5.33    
Senior notes and trust preferred borrowings...     50,000      4,694    9.23           50,000        4,181        8.36    
Other borrowed funds..........................    137,340      8,580    6.25          156,544        8,826        5.64    
Cost of funding discontinued operations.......          -    (13,897)                       -      (12,514)               
                                               ----------   --------               ----------     --------                     
Total interest-bearing liabilities............  1,484,359     65,727    4.43        1,467,712       58,856        4.01    
                                                            --------                              --------                
Noninterest-bearing demand deposits...........    119,928                             105,883                             
Other noninterest-bearing liabilities.........     18,975                              20,191                             
Minority interest.............................      3,912                               1,885                             
Stockholders' equity..........................     97,929                              88,987                             
                                               ----------                          ----------                             
  Total liabilities and stockholders' equity.. $1,725,103                          $1,684,658                             
                                               ==========                          ==========                             
Excess (deficit) of interest-earning assets
  over interest-bearing liabilities........... $  (61,284)                         $  (85,216)                            
                                               ==========                          ==========                             
Net interest and dividend income..............              $ 63,950                              $ 49,328                
                                                            ========                              ========                
Interest rate spread..........................                          4.76%                                     3.90%   
                                                                       =====                                     =====    
Interest rate margin..........................                          4.57%                                     3.65%   
                                                                       =====                                     =====    
Net interest and dividend income to
  total average assets........................                          3.77%                                     3.00%   
                                                                       =====                                     =====    
</TABLE>


<PAGE>
                             [RESTUBBED FOR ABOVE]

<TABLE>
<CAPTION>
                                              -----------------------------------
                                                               1998                     
                                                  -------------------------------
                                                  Average                  Yield/
                                                  Balance     Interest    Rate(1)
                                                  -------     --------    -------
                                              
Assets
Interest-earning assets:
Loans(2)(3):
<S>                                                  <C>         <C>        <C>  
  Real estate loans (4).......................    $509,422    $ 45,389      8.91%
  Commercial loans ...........................      89,330       6,887      8.96
  Consumer loans..............................     134,888      13,411      9.94
                                                ----------    --------
     Total loans..............................     733,640      65,687      9.12

Mortgage-backed securities (5)................     415,141      26,736      6.44
Loans held-for-sale (3).......................       2,935         233      7.94
Investment securities (5).....................      47,430       3,016      6.36
Other interest-earning assets.................     104,485      10,161      9.72
                                                ----------    --------
  Total interest-earning assets...............   1,303,631     105,833      8.21
                                                              --------
Allowance for loan losses.....................     (23,621)
Cash and due from banks.......................      29,040
Other noninterest-earning assets..............      32,273
Net assets from discontinued operations            202,980
                                                ----------
  Total assets................................  $1,544,303
                                                ==========

Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
  Money market and interest-bearing demand ...  $   60,746    $  1,528      2.52
  Savings.....................................     189,744       5,965      3.14
  Retail time deposits........................     341,257      18,211      5.34
  Jumbo certificates of deposits .............      45,924       2,574      5.60
  Brokered certificates of deposits...........      64,302       4,241      6.60
                                                ----------    --------
     Total interest-bearing deposits..........     701,973      32,519      4.63
FHLB of Pittsburgh advances...................     419,849      23,785      5.67
Senior notes and trust preferred borrowings...      34,201       3,748     10.96
Other borrowed funds..........................     193,315      11,062      5.72
Cost of funding discontinued operations.......           -     (11,339)
                                                ----------    --------                
Total interest-bearing liabilities............   1,349,338      59,775      4.43
                                                              --------
Noninterest-bearing demand deposits...........      84,631
Other noninterest-bearing liabilities.........      16,918
Minority interest.............................           -
Stockholders' equity..........................      93,416
                                                ----------
  Total liabilities and stockholders' equity..  $1,544,303
                                                ==========
Excess (deficit) of interest-earning assets
  over interest-bearing liabilities...........  $  (45,707)
                                                ==========
Net interest and dividend income..............                 $46,058
                                                               =======
Interest rate spread..........................                              3.78%
                                                                           =====
Interest rate margin..........................                              3.63%
                                                                           =====
Net interest and dividend income to
  total average assets........................                              3.06%
                                                                           =====
</TABLE>

(1) Weighted average yields have been computed on a tax-equivalent basis.
(2) Nonperforming loans are included in average balance computations.
(3) Balances are reflected net of unearned income.
(4) Includes commercial mortgage loans.
(5) Includes securities available-for-sale.

                                      -33-

<PAGE>








                      (This page intentionally left blank.)





                                      -34-

<PAGE>

         Provision for Loan Losses. The Corporation considers, among other
things, identifiable and inherent risks in its loan portfolio in periodically
establishing the amount of the provision for loan losses and the amount of the
allowance for loan losses. Such risks are determined based upon an ongoing
review of the loan portfolio, which includes the identification and assessment
of adverse situations that may affect borrowers' debt servicing ability, an
analysis of overall portfolio quality and prior loan loss experience as well as
an appraisal of current economic conditions. Accordingly, the allowance for loan
losses is maintained at a level which management deems adequate to provide for
known and inherent losses.

         The Corporation's continued efforts to invest in quality loans and
resolve and collect problem loans, including nonaccrual and restructured loans
favorably impacted the provision. This was evident in 2000 as the provision for
loan losses of $894,000 was a decrease of $110,000 from 1999. The allowance for
loan losses was $21.4 million at December 31, 2000, a 3.6% decrease from the
level reported at December 31, 1999.

         The Corporation will continue to adjust the provision for loan losses
periodically as necessary to maintain the allowance at what is deemed to be an
adequate level, based on the previously discussed criteria. As the provision is
primarily a function of credit quality, changes in the provision for loan losses
are contingent upon the economic conditions of the Corporation's market area and
the economic prospects of borrowers.

         Other Income. Other income of $18.1 million in 2000, increased $6.5
million, or 56% during 2000 from 1999. The Corporation's two new not
wholly-owned startup initiatives, C1FN and WNF contributed $5.2 million to the
positive variance, mainly in the form of gains on the sale of loans and other
income. In 1999 the Corporation recorded a $2.0 million loss on the sale of
below-market yielding securities and loans. Credit/debit and ATM income grew
$1.6 million during 2000, due to the continued expansion of WSFS' ATM network
and customer card usage. At December 31, 2000 WSFS derived income from 2,001
ATMs compared to 1,049 at December 31, 1999. In addition, deposit service
charges increased $1.6 million to $7.1 million, a result of the 23.2% growth in
core deposits. Partially offsetting these increases was a $3.8 million increase
in securities losses. These losses were a result of the Corporation's
de-leveraging strategy, in which the Corporation sold below-market yielding
investments to payoff higher cost borrowings.

         Other income of $11.6 million in 1999, increased $336,000 during 1999
from 1998. Credit/debit and ATM income grew $1.2 million during 1999, due to the
continued expansion of WSFS' ATM network and customer card usage. At December
31, 1999 WSFS derived income from 1,049 ATMs compared to 757 at December 31,
1998. In addition, deposit service charges increased $1.1 million as a result of
growth in deposits. Partially offsetting these increases was $602,000 in
securities losses and a $1.0 million loss on the sale of loans. These losses
were a result of the Corporation's de-leveraging strategy, in which the
Corporation sold below-market yielding investments to pay off higher cost
borrowings.

                  Other Expenses. Other expenses of $61.4 million in 2000,
increased $18.8 million or 44% during 2000 from 1999. The Corporation's two new,
not wholly-owned, startup initiatives, C1FN and WNF accounted for $14.2 million
of this increase, mainly in salaries, benefits and other compensation. The
unowned portion of the results of these subsidiaries has been reflected in
minority interest, on an after-tax basis, in the consolidated statement of
operations. Excluding these two startup initiatives expenses increased $5.0
million or 12% during 2000 from 1999. These increases were mainly in salaries,
equipment expense, occupancy expense and other expenses; partially offset by
lower data processing and operations expense, which decreased by $653,000. The
increases were primarily attributable to investments in retail banking offices,
as the Corporation added four new branch offices during the year, and the
expansion of the CashConnect Division (ATM unit). In addition, during the third
quarter of 2000 the Corporation re-assumed all responsibility for loan and
deposit operations that were previously outsourced through ALLTEL, the
Corporation's information technology provider. As a result, approximately sixty
associates that were previously employed by ALLTEL were re-hired by the
Corporation. Expenses previously recorded as data processing and operations are
currently reflected in salaries and benefit expenses.

         Other expenses of $42.7 million increased $8.2 million or 24% during
1999 from 1998. Expenses increased mainly in salaries, equipment expense,
professional fees and data processing and operations expense. These increases
were attributable to investments in retail banking offices, ATMs, and

                                      -35-

<PAGE>

improvements in technology. As part of this investment the Corporation added
four new branch offices during the year. In addition, expenses of $2.0 million
from the not wholly-owned C1FN and WNF investments are included in other
expenses. The unowned portion of the results of these subsidiaries has been
eliminated through minority interest, on an after-tax basis, in the consolidated
statement of operations.

         Income Taxes. The Corporation recorded a $276,000 tax provision for the
year ended December 31, 2000 compared to tax provisions of $1.2 million and $5.5
million for the years ended December 31, 1999 and 1998, respectively. The
provision for income taxes includes federal, state, and local income taxes that
are currently payable and those deferred because of temporary differences
between the financial reporting bases and the tax reporting bases of assets and
liabilities.

         The years 2000, 1999, and 1998 include the recording of $2.9 million,
$5.1 million, and $2.7 million, respectively, in tax benefits, resulting from
the merger of a former subsidiary into WSFS. As a consequence of this merger,
certain tax benefits, which were previously offset by a valuation allowance, are
now recognizable based primarily upon the continued profitability of the WSFS
consolidated group.

         Approximately $18 million in gross deferred tax assets of the
Corporation at December 31, 2000 is related to built-in losses on reverse
mortgages that are attributable to a former subsidiary, Providential. Management
has continued to assess substantial valuation allowances on these deferred tax
assets due to limitations imposed by the Internal Revenue Code and
uncertainties, including the timing of settlement and realization on these
assets. As historical data accumulates, management continues to obtain more
information on which to base the potential recognition of these assets.

         The Corporation analyzes its projection of taxable income on an ongoing
basis and makes adjustments to its provision for income taxes, accordingly. For
additional information regarding the Corporation's tax provision and net
operating loss carryforwards, see Note 12 to the Financial Statements.

FINANCIAL CONDITION

         Total assets decreased $11.7 million or .7% during 2000 to $1.739
billion. This decline occurred predominantly in mortgage-backed securities,
partially offset by an increase in loans. The decline in mortgage-backed
securities resulted primarily from a deleveraging strategy in which the
Corporation divested of certain investment securities and residential mortgages
with below-market interest rates, thereby repositioning the balance sheet to
allow room for other strategies. Total liabilities decreased $13.5 million
during the year to $1.636 billion at December 31, 2000. This decrease occurred
primarily in borrowings which declined $228.8 million during the period, as
proceeds from the investment and loan sale were used to repay $164.0 million in
FHLB advances. Partially offsetting this decrease were deposits which increased
$211.5 million. Stockholder's equity increased $1.0 million to $97.1 million at
December 31, 2000. This increase resulted primarily from earnings and the
increase in other comprehensive income, offset in part by the acquisition of
treasury stock and cash dividends paid.

         Investments. Between December 31, 2000 and 1999, total investments
 increased $639,000. During 2000, investments in reverse mortgages increased
 $5.6 million while federal funds sold increased $3.5 million. These increases
 were partially offset by a $7.7 million decrease in investment securities.

         Mortgage-backed Securities. Investments in mortgage-backed securities
decreased $108.0 million during 2000 to $339.7 million. This decline resulted
primarily from the sale of $225.9 million in mortgage-backed securities, which
was mainly a result of the deleveraging strategy. Also contributing to this
decline were $97.8 million in principal repayments. These decreases were
partially offset by purchases of $210.4 million.

         Loans. Net loans, including loans held-for-sale, increased $102.9
million between December 31, 1999 and 2000. This increase was primarily due to a
$48.9 million increase in residential mortgages, a $3.6 million and a $20.4
million increase in commercial and consumer loans, respectively.

                                      -36-

<PAGE>

         Deposits. Deposits grew $211.5 million during 2000. This growth was
largely attributable to a net inflow of deposits of $186.6 million in 2000 and
interest credited to deposits of $30.2 million in 2000. The table below depicts
the changes in deposits over the last three years:

                                                   Year Ended December 31,     
                                            ------------------------------------
                                                2000        1999          1998 
                                                ----        ----          ----
                                                        (In Millions)

Beginning balance.......................... $  910.0       $858.3         $767.0
Interest credited..........................     30.2         25.0           24.4
Deposit inflows, net.......................    181.4         26.8           66.9
                                            --------       ------         ------
Ending balance............................. $1,121.6       $910.1         $858.3
                                            ========       ======         ======

         Borrowings. Total borrowings decreased $228.8 million between December
31, 2000 and 1999. Advances from the Federal Home Loan Bank decreased $164.0
million and federal funds purchased and securities sold under agreement to
repurchase decreased $74.6 million. The proceeds from the investment and loan
sales as well as deposit inflows were used to repay these balances.

         Stockholders' Equity. Stockholders' equity increased $1.0 million to
$97.1 million at December 31, 2000. This increase included $11.0 million in net
income and a $3.5 million in other comprehensive income. This was offset in part
by the acquisition of 1,101,500 shares of treasury stock for $12.7 million and
dividends of $1.6 million declared and paid to stockholders.

ASSET/LIABILITY MANAGEMENT

         The primary asset/liability management goal of the Corporation is to
manage and control its interest rate risk, thereby reducing its exposure to
fluctuations in interest rates, and achieving sustainable growth in net interest
income over the long term. Other objectives of asset/liability management
include: (1) ensuring adequate liquidity and funding, (2) maintaining a strong
capital base and (3) maximizing net interest income opportunities.

         In general, interest rate risk is mitigated by closely matching the
maturities or repricing periods of interest-sensitive assets and liabilities to
ensure a favorable interest rate spread. Management regularly reviews the
Corporation's interest-rate sensitivity, and uses a variety of strategies as
needed to adjust that sensitivity within acceptable tolerance ranges established
by management and the board of directors. Changing the relative proportions of
fixed-rate and adjustable-rate assets and liabilities is one of the primary
strategies utilized by the Corporation to accomplish this objective.

         The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest-rate sensitive" and by
monitoring an institution's interest-sensitivity gap. An interest-sensitivity
gap is considered positive when the amount of interest-rate sensitive assets
exceeds the amount of interest-rate sensitive liabilities repricing within a
defined period and is considered negative when the amount of interest-rate
sensitive liabilities exceeds the amount of interest-rate sensitive assets
repricing within a defined period.

                                      -37-

<PAGE>

         The repricing and maturities of the Corporation's interest-rate
sensitive assets and interest-rate sensitive liabilities at December 31, 2000
are set forth in the following table:

<TABLE>
<CAPTION>
                                                            Less than         One to               Over
                                                            One Year        Five Years          Five Years       Total   
                                                            ----------      ----------          ----------     ----------
                                                                                 (Dollars in Thousands)
<S>                                                            <C>              <C>                 <C>           <C>       
Interest-rate sensitive assets (1):
   Real estate loans (2)................................    $ 202,467        $219,776            $215,509      $  637,752
   Commercial loans.....................................       75,926          21,764              54,197         151,887
   Consumer loans.......................................       63,050          60,228              51,991         175,269
   Mortgage-backed securities...........................      269,731          45,640              24,347         339,718
   Loans held-for-sale..................................       23,274               -                   -          23,274
   Investment in reverse mortgages......................        1,469           8,740              23,474          33,683
   Investment securities................................       17,994           4,834               6,912          29,740
   Other investments....................................       39,318               -                   -          39,318 
                                                            ---------        --------            --------      ----------
                                                              693,229         360,982             376,430       1,430,641
                                                            ---------        --------            --------      ----------
Interest-rate sensitive liabilities:
   Money market and interest-bearing
      demand deposits ..................................      183,381               -              60,739         244,120
   Savings deposits.....................................       63,664               -             225,718         289,382
   Retail time deposits.................................      206,104          75,040               1,695         282,839
   Jumbo certificates of deposit........................       18,080             950                   -          19,030
   Brokered certificates of deposit.....................      138,746           8,346                   -         147,092
   FHLB advances........................................      236,000         115,000                   -         351,000
   Trust preferred borrowings and interest rate cap.....            -               -              50,000          50,000
   Other borrowed funds.................................       67,638          25,000                   -          92,638
                                                            ---------        --------            --------      ----------
                                                              913,613         224,336             338,152       1,476,101
                                                            ---------       ---------            --------      ----------
Excess of interest-rate sensitive
   assets over interest-rate sensitive liabilities
   ("interest-rate sensitive gap")......................    $(220,384)       $136,646            $ 38,278      $  (45,460)
                                                            =========        ========            ========      ==========

Interest-rate sensitive assets/interest-rate sensitive
   liabilities..........................................       75.88%
Interest-rate sensitive gap as a percent of total
   assets...............................................      (12.66%)
</TABLE>

(1) Interest-sensitive assets of discontinued operations (WCC) are excluded,
    however, funding of $203.6 million for these assets have been included.
(2) Includes commercial mortgage loans.

         To provide a more accurate one-year gap position of the Corporation,
certain deposit classifications are based on the interest-rate sensitive
attributes and not on the contractual repricing characteristics of these
deposits. Management estimates, based on historical trends of WSFS' deposit
accounts, that 35% of money market and 25% of interest-bearing demand deposits
are sensitive to interest rate changes and that 22% of savings deposits are
sensitive to interest rate changes. Accordingly, these interest-sensitive
portions are classified in the less than one-year category with the remainder in
the over five-year category. Deposit products with interest rates based on a
particular index are classified according to the specific repricing
characteristic of the index.

         Deposit rates other than time deposit rates are variable, and changes
in deposit rates are generally subject to local market conditions and
management's discretion and are not indexed to any particular rate.

         In November 1998, the Corporation purchased a ten-year interest rate
cap in order to limit its exposure on $50 million of variable rate trust
preferred securities issued in November 1998. This derivative instrument caps
3-month LIBOR (the base rate of the trust preferred) at 6.00%. The trust
preferred is classified in the over five-year category reflecting the effective
inability to price upward beyond the capped rate for the balance of the term on
the interest rate cap.

         Generally, during a period of rising interest rates, a positive gap
would result in an increase in net interest income while a negative gap would
adversely affect net interest income. Conversly, during a period of falling
rates, a positive gap would result in a decrease in net interest income while a
negative gap would augment net interest income. However, the
interest-sensitivity table does not provide a comprehensive representation of
the impact of interest rate changes on net interest income. Each category of
assets or liabilities will not be affected equally or simultaneously by changes
in the general level of interest rates. Even assets and liabilities, which
contractually reprice within the rate period, may not, in fact, reprice at the
same price or the same time or with the same frequency. It is also important to
consider that the table represents a specific point in time. Variations can

                                      -38-

<PAGE>

occur as the Company adjusts its interest-sensitivity position throughout the
year.

MARKET RISK 

         Market risk is the risk of loss from adverse changes in market prices
and rates. The Company's market risk arises primarily from interest rate risk
inherent in its lending, investing and funding activities. To that end,
management actively monitors and manages its interest rate risk exposure. One
measure, required to be performed by OTS-regulated institutions, is the test
specified by OTS Thrift Bulletin No. 13A "Management of Interest Rate Risk,
Investment Securities and Derivatives Activities." This test measures the impact
on the net portfolio value of an immediate change in interest rates in 100 basis
point increments. Net portfolio value is defined as the net present value of the
estimated cash flows from assets, liabilities, and off-balance sheet contracts.
The table below is the estimated impact of immediate changes in interest rates
on net interest margin and net portfolio value at the specified levels at
December 31, 2000 and 1999, calculated in compliance with Thrift Bulletin No.
13A:

<TABLE>
<CAPTION>
                                                    December 31,                                               
               --------------------------------------------------------------------------------------
                                              2000                                 1999              
                                --------------------------------      -------------------------------
       Change in Interest       % Change in                           % Change in
              Rate              Net Interest       Net Portfolio      Net Interest      Net Portfolio
         (Basis Points)          Margin (1)           Value (2)        Margin (1)          Value (2)
         --------------          ----------        -------------      ------------      -------------
               <S>                  <C>                <C>              <C>                <C>  
              +300                   6%               6.34%              4%                5.76%
              +200                   4%               6.50%              3%                6.07%
              +100                   2%               6.68%              2%                6.40%
                 0                   0%               6.88%              0%                6.88%
              -100                  -2%               7.21%             -2%                7.16%
              -200                  -3%               7.82%             -3%                7.73%
              -300                  -4%               8.59%             -5%                8.41%
</TABLE>

(1) This column represents the percentage difference between net interest margin
    in a stable interest rate environment and net interest margin as projected
    under the various rate environment changes.

(2) This column represents the net portfolio value of the Company in a stable
    interest rate environment and the net portfolio value as projected under the
    various rate environment changes.

         The Company's primary objective in managing interest rate risk is to
minimize the adverse impact of changes in interest rates on the Company's net
interest income and capital, while maximizing the yield/cost spread on the
Company's asset/liability structure. The Company relies primarily on its
asset/liability structure to control interest rate risk.

                                      -39-

<PAGE>

NONPERFORMING ASSETS

         Nonperforming assets, which include nonaccruing loans, nonperforming
real estate investments and assets acquired through foreclosure can negatively
affect the Corporation's results of operations. Nonaccruing loans are those on
which the accrual of interest has ceased. Loans are placed on nonaccrual status
immediately if, in the opinion of management, collection is doubtful, or when
principal or interest is past due 90 days or more and the value of the
collateral is insufficient to cover principal and interest. Interest accrued but
not collected at the date a loan is placed on nonaccrual status is reversed and
charged against interest income. In addition, the amortization of net deferred
loan fees is suspended when a loan is placed on nonaccrual status. Subsequent
cash receipts are applied either to the outstanding principal balance or
recorded as interest income, depending on management's assessment of the
ultimate collectibility of principal and interest. Past due loans are loans
contractually past due 90 days or more as to principal or interest payments but
which remain in accrual status because they are considered well secured and in
the process of collection.

                                      -40-

<PAGE>

   The following table sets forth the Corporation's non-performing assets,
restructured loans and past due loans at the dates indicated:

<TABLE>
<CAPTION>
                                                                                     December 31,
                                                          -----------------------------------------------------------------
                                                            2000           1999          1998           1997          1996
                                                            ----           ----          ----           ----          ----
                                                                                  (Dollars in Thousands)
<S>                                                         <C>            <C>            <C>           <C>           <C>    
Nonaccruing loans:
     Commercial....................................       $ 2,766        $ 2,630        $ 2,182       $ 1,216       $   550
     Consumer......................................           383            251            312           194           216
     Commercial mortgages..........................         2,272          1,808          2,383         3,919         3,243
     Residential mortgages.........................         2,704          2,617          3,068         3,710         3,789
     Construction..................................           210              -              -            38         3,529
                                                          -------        -------        -------       -------     ---------

Total nonaccruing loans............................         8,335          7,306          7,945         9,077        11,327

Nonperforming investments in real estate...........             -              -             76           989         1,500
Assets acquired through foreclosure................           630            853          2,588         3,092         5,809
                                                          -------        -------        -------       -------       -------

Total nonperforming assets.........................       $ 8,965        $ 8,159        $10,609       $13,158       $18,636
                                                          =======        =======        =======       =======       =======

Restructured loans.................................       $     -        $     -        $     -       $ 4,740       $10,967
                                                          =======        =======        =======       =======       =======

Past due loans:
     Residential mortgages.........................       $   449        $   333        $   247       $   315       $   328
     Commercial and commercial mortgages...........           790            504          2,654         1,909           797

     Consumer......................................           199            197             41            82           162 
                                                          -------        -------        -------       -------       -------

Total past due loans...............................       $ 1,438        $ 1,034        $ 2,942       $ 2,306       $ 1,287
                                                          =======        =======        =======       =======       =======

Ratio of nonaccruing loans to total
     loans(1)......................................          0.87%          0.85%          1.05%         1.20%         1.57%
Ratio of allowance for loan losses to gross
     loans(1)......................................          2.22%          2.58%          2.97%         3.16%         3.25%
Ratio of nonperforming assets to total assets......          0.52%          0.47%          0.65%         0.87%         1.37%
Ratio of loan losses allowance to nonaccruing
     loans(2)......................................        248.81%        294.16%        286.13%       252.24%       208.61%
Ratio of loan losses and foreclosed asset
     allowance to total nonperforming assets(2)....        234.01%        266.52%        216.73%       174.08%       131.12%
</TABLE>

(1) Total loans exclude loans held-for-sale.
(2) The applicable allowance represents general valuation allowances only.

         Total nonperforming assets decreased by $2.5 million between 1998 and
1999 and increased $806,000 between 1999 and 2000. The year-over-year increase
reflects the addition in the second quarter 2000 of a $2.6 million commercial
real estate relationship. Management does not expect any significant loss on
this loan. In 2000, $4.3 million in collections of such assets, as well as $1.2
million in transfers to accrual/restructured status contributed to the reduction
in nonperforming assets. Such decreases were offset by the addition of $8.3
million of assets that were not previously classified as nonperforming assets.

                                      -41-

<PAGE>

         An analysis of the change in the balance of nonperforming assets during
the last three fiscal years is presented below:

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,            
                                                              --------------------------------------
                                                                2000             1999           1998
                                                                ----             ----           ----
                                                                           (In Thousands)

<S>                                                           <C>              <C>            <C>    
Beginning balance.......................................      $ 8,159          $10,609        $13,158
      Additions.........................................        8,332            6,912          7,296
      Collections  .....................................       (4,323)          (5,041)        (6,653)
      Transfers to accrual/restructured status..........       (1,227)          (2,937)        (1,566)
      Transfers to investment in real estate............            -                -              -
      Charge-offs/write-downs...........................       (1,976)          (1,384)        (1,626)
                                                              -------          -------        -------

Ending balance..........................................      $ 8,965          $ 8,159        $10,609
                                                              =======          =======        =======
</TABLE>

         The level of nonaccruing loans to total loans ratio increased from
0.85% in 1999 to 0.87% in 2000. The nonperforming assets to total assets ratio
increased from 0.47% in 1999 to 0.51% in 2000. These increases were primarily
due to the increase in nonaccruing loans and nonperforming loans and
nonperforming assets.

         In 2000, an increase of $464,000 in the commercial mortgage category
and an increase of $210,000 in construction loans accounted for the majority of
the increase in total nonperforming assets.

         Allowance for Loan Losses. The Corporation maintains allowances for
credit losses and charges losses to these allowances when such losses are
realized. The allowances for losses are maintained at a level which management
considers adequate to provide for known and inherent losses based upon an
evaluation of risks in the portfolios. Management's evaluation is based upon a
continuing review of the portfolios, which include factors such as
identification of adverse situations that may affect the borrower's ability to
repay, a review of overall portfolio quality, prior loss experience and an
assessment of current and expected economic conditions. Changes in economic
conditions and economic prospects of debtors can occur quickly, and as a result,
impact the estimates made by management.

         Additionally, each quarter, management evaluates the collectibility of
each loan in the nonperforming portfolio and the fair value of each asset in the
assets acquired through foreclosure category. The most frequent forms of
collateral for loans and foreclosed assets are income-producing properties,
business-owned real estate and personal residences. The value of such collateral
is frequently verified through the use of outside appraisals. Appraisals of
collateral, together with the value of guarantees and the worth of other
collateral, are combined to recognize current losses, write-downs of foreclosed
assets, and to reserve for future losses.

                                      -42-

<PAGE>

         The table below represents a summary of changes in the allowance for
loan losses during the periods indicated:

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,                           
                                                     ----------------------------------------------------
                                                       2000       1999       1998       1997        1996
                                                       ----       ----       ----       ----        ----
                                                                    (Dollars in Thousands)
<S>                                                    <C>         <C>        <C>        <C>         <C>    
Beginning balance..............................      $22,223     $22,732    $24,057    $23,527     $23,667
Provision for loan losses......................          894       1,004        385        800       1,070
Reclass from allowance for ORE losses..........            -           -          -        848           -
Balance at acquisition of credit
    card portfolio.............................          175           -          -          -           -
Charge-offs:
    Residential real estate....................          133         172        210        193         185
    Commercial real estate (1).................          376         692        608        520         416
    Commercial.................................          998         437        648        169         605
    Consumer...................................        1,002         720        504        452         153
                                                     -------     -------    -------    -------     -------
Total charge-offs..............................        2,509       2,021      1,970      1,334       1,359
                                                     -------     -------    -------    -------     -------

Recoveries:
    Residential real estate....................            6           -         12          2          15
    Commercial real estate (1).................          252         271        123         95           4
    Commercial.................................           70         116         74         22          15
    Consumer...................................          312         121         51         97         115
                                                     -------     -------    -------    -------     -------
Total recoveries...............................          640         508        260        216         149
                                                     -------     -------    -------    -------     -------

Net charge-offs................................        1,869       1,513      1,710      1,118       1,210
                                                     -------     -------    -------    -------     -------
Ending balance.................................      $21,423     $22,223    $22,732    $24,057     $23,527
                                                     =======     =======    =======    =======     =======

Net charge-offs to average gross
    loans outstanding, net
    of unearned income.........................         0.20%       0.19%      0.23%      0.15%       0.16%
                                                     =======     =======    =======    =======     =======
</TABLE>

(1) Includes commercial mortgage and construction loans.

         The provision for loan losses declined modestly by $110,000 between
 1999 and 2000. Net charge-offs increased $356,000 between 1999 and 2000. Annual
 net charge-offs for the five-year period ranged from .15% of average loans to
 .23% of average loans.

                                      -43-

<PAGE>

         The allowance for losses is allocated by major portfolio type. As these
portfolios have seasoned, they have become a source of historical data in
projecting delinquencies and loss exposure; however, such allocations are not
indicative of where future losses will occur. The allocation of the allowance
for loan losses by portfolio type at the end of each of the last five fiscal
years, and the percentage of outstandings in each category to total gross
outstandings at such dates follow:

<TABLE>
<CAPTION>
                                                                            December 31, 
                                      -------------------------------------------------------------------------------------
                                            2000             1999             1998             1997             1996
                                            ----             ----             ----             ----             ----
                                      Amount  Percent   Amount Percent   Amount  Percent  Amount Percent   Amount   Percent
                                      ------  -------   ------ -------   ------  -------  ------ -------   ------   -------
                                                                     (Dollars in thousands)
<S>                                     <C>       <C>    <C>       <C>     <C>      <C>     <C>       <C>     <C>       <C>  
Residential real estate..........     $ 1,754   43.2%  $ 1,389   42.7%   $   229  37.7%   $   524   37.5%   $   326   35.4%
Commercial real estate...........       3,187   22.9     8,240   25.9     10,398  31.0     11,280   33.0     12,697   39.0
Commercial.......................      13,985   15.7     9,983   13.4     11,751  12.8     11,664   12.4     10,068    3.6
Consumer.........................       2,497   18.2     2,611   18.0        354  18.5        589   17.1        436   22.0
                                      ------- ------  -------- ------ ----------------    -------  -----    -------  -----
Total loans......................     $21,423  100.0%  $22,223  100.0%   $22,732 100.0%   $24,057  100.0%   $23,527  100.0%
                                      =======  =====   =======  =====    ======= =====    =======  =====    =======  =====
</TABLE>

LIQUIDITY

         As required by the OTS, institutions under its supervision must
maintain a 4.0% minimum liquidity ratio of cash and qualified assets to net
withdrawable deposits and borrowings due within one year. The liquidity ratios
of WSFS were 8.2% and 6.4% at December 31, 2000 and 1999, respectively.

         Management monitors liquidity daily and maintains funding sources to
meet unforeseen changes in cash requirements. It is the practice of WSFS to
maintain cash and investments at least slightly above required levels. The
Corporation's primary financing sources are deposits, repayments of loans and
investment securities, sales of loans and borrowings. In addition, the
Corporation's liquidity requirements can be accomplished through the use of its
borrowing capacity from the FHLB of Pittsburgh, the sale of certain securities
and the pledging of certain loans for other lines of credit. Management believes
these sources are sufficient to maintain the required and prudent levels of
liquidity. At December 31, 2000 and 1999, WSFS had outstanding FHLB advances of
$351.0 million and $515.0 million, respectively.

         The Corporation routinely enters into commitments requiring the future
outlay of funds. Currently WSFS is in the final year of a five-year agreement
with its data processing facilities management company. Under the terms of this
agreement, a minimum payment of approximately $2.5 million for the year 2001 has
been committed. The Corporation has entered into a five-year commitment with
telecommunication companies. Under the terms of this agreement, the average
minimum payment for each of the five years is $1.3 million. The aforementioned
commitments, as well as loan commitments, are expected to be met through
traditional funding sources, such as deposits, short-term borrowings, advances
from the FHLB and principal repayments on loans and investments.

         During 2000, operating and financing activities provided cash and cash
equivalents of $836,000 and $13.7 million, respectively, while investing
activities used $17.7 million. The cash provided by operating and financing
activities resulted primarily from net income, the sales of investment
securities and mortgage-backed securities, as well as increases in demand and
savings deposits. This cash was used to fund the purchase of mortgage-backed
securities and to fund an increase in loans, as well as to repay borrowings and
purchase treasury stock.

         In 1999, financing activities provided $82.5 million of cash and cash
equivalents, while operating and investing activities used $7.2 million and
$92.3 million, respectively. The cash provided by financing activities resulted
primarily from additional FHLB advances and increases in demand and time
deposits. This cash was utilized to fund the purchase of investment securities
and mortgage-backed securities, as well as the repayment of other borrowings,
and to fund the net increase in loan volume. During 1998, the operating and
financing activities provided $17.8 million and $75.7 million of cash and cash
equivalents, respectively, while investing activities used $69.4 million. The
cash provided by operating and financing activities reflect the additional FHLB
advances. This cash was used to fund the purchase of investment securities and
mortgage-backed securities, as well as for the repayment of other borrowings and
the purchase of treasury stock.

                                      -44-

<PAGE>

CAPITAL RESOURCES

         Federal laws, among other things, require the OTS to mandate uniformly
applicable capital standards for all savings institutions. These standards
currently require institutions such as WSFS to maintain a "tangible" capital
ratio equal to 1.5% of adjusted total assets, "core" (or "leverage") capital
equal to 4.0% of adjusted total assets, "Tier 1" capital equal to 4.0% of
"risk-weighted" assets and total "risk-based" capital (a combination of core and
"supplementary" capital) equal to 8.0% of "risk-weighted" assets.

         The Federal Deposit Insurance Corporation Improvement Act (FDICIA), as
well as other requirements, established five capital tiers: well-capitalized,
adequately capitalized, under capitalized, significantly under capitalized and
critically under capitalized. A depository institution's capital tier depends
upon its capital levels in relation to various relevant capital measures, which
include leverage and risk-based capital measures and certain other factors.
Depository institutions that are not classified as well-capitalized are subject
to various restrictions regarding capital distributions, payment of management
fees, acceptance of brokered deposits and other operating activities.

         At December 31, 2000, WSFS is classified as well-capitalized and is in
compliance with all regulatory capital requirements. For additional information
concerning WSFS' regulatory capital compliance see Note 10 to the Financial
Statements.

         As part of capital management, the Corporation from time to time
purchases its own shares of common stock to be included in its treasury. Since
1996, the Board of Directors has approved five separate stock repurchase
programs to reacquire common stock outstanding. As part of these programs, the
Corporation acquired 1.7 million shares in 1996, 507,000 shares in 1997, 1.0
million shares in 1998, 340,000 shares in 1999 and 1.1 million shares in 2000.
At December 31, 2000, the Corporation held 4.6 million shares of its common
stock in the treasury. The Corporation may continue repurchasing shares in 2001.

IMPACT OF INFLATION AND CHANGING PRICES

         The Corporation's Consolidated Financial Statements have been prepared
in accordance with generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical
dollars without consideration of the changes in the relative purchasing power of
money over time due to inflation. The impact of inflation is reflected in the
increased costs of the Corporation's operations. Unlike most industrial
companies, nearly all the assets and liabilities of the Corporation are
monetary. As a result, interest rates have a greater impact on the Corporation's
performance than do the effects of general levels of inflation. Interest rates
do not necessarily move in the same direction or the same extent as the price of
goods and services.

RECENT ACCOUNTING PRONOUNCEMENTS

         In September 2000, the Financial Accounting Standards Board (FASB)
issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." This statement supercedes and replaces the
guidance in Statement 125. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, although it carries over most of Statement 125's
provisions without reconsideration.

         The Statement is effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31, 2001 and for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. This Statement is to be applied prospectively with certain
exceptions. Other than those exceptions, earlier retroactive application of its
accounting provisions is not permitted. The Company has not yet determined the
impact, if any, of this Statement on the Company's financial condition, equity,
results of operations, or disclosures.


                                      -45-

<PAGE>

FORWARD LOOKING STATEMENTS

        Within this annual report and financial statements we have included
certain "forward looking statements" concerning the future operations of the
Corporation. It is management's desire to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. This
statement is for the express purpose of availing the Corporation of the
protections of such safe harbor with respect to all "forward looking statements"
contained in our financial statements and annual report. We have used "forward
looking statements" to describe the future plans and strategies including our
expectations of the Corporation's future financial results. Management's ability
to predict results or the effect of future plans and strategy is inherently
uncertain. Factors that could affect results include interest rate trends,
competition, the general economic climate in Delaware, the Mid-Atlantic region
and the country as a whole, loan delinquency rates, uncertainty of estimates and
changes in federal and state regulation, among others. These factors should be
considered in evaluating the "forward looking statements", and undue reliance
should not be placed on such statements.

                                      -46-

<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Item 7A is incorporated herein by reference to page 39 of Item 7 of the
2000 annual report on Form 10K.


ITEM 8. FINANCIAL STATEMENTS AND SUPLIMENTARY DATA
                                                                            Page

        Independent Auditor' Report  .........................................48
        WSFS Financial Corporation (and Subsidiaries):
            Management's Statement on Financial Reporting.....................49
            Consolidated Statement of  Operations.............................50
            Consolidated Statement of Condition...............................52
            Consolidated Statement o Changes in Stockholders' Equity..........53
            Consolidated Statement of Cash Flows..............................54
            Notes to the Consolidated Financial Statements....................56

            (b) The following supplementary data is set forth in this
            Annual Report on Form 10-K on the following pages:

            Quarterly Financial Summary (Unaudited)...........................93

                                      -47-

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of WSFS Financial Corporation

         We have audited the accompanying consolidated statement of condition of
WSFS Financial Corporation and subsidiaries (the Corporation) as of December 31,
2000 and 1999, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2000. These consolidated financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these consolidated Financial Statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the Financial
Statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated Financial Statements referred to above
present fairly, in all material respects, the financial position of WSFS
Financial Corporation and subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America.

         As discussed in Note 20 to the Financial Statements, the Company
adopted SFAS 133, "Accounting for Derivative Instruments and Hedging Activities"
in 2000.

/s/ KPMG LLP

January 23, 2001, except as to Note 21 which is as of March 16, 2001.

Philadelphia, Pennsylvania

                                      -48-

<PAGE>

MANAGEMENT'S STATEMENT ON FINANCIAL REPORTING

To Our Stockholders:

         The management of WSFS Financial Corporation (the Corporation) is
responsible for the preparation, integrity and fair presentation of its
published Financial Statements. The consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and, as such, include amounts that are based on
judgments and estimates of management.

         There are inherent limitations in the effectiveness of any system of
internal control, including the possibility of human error and the circumvention
or overriding of controls. Accordingly, even effective internal controls can
only provide reasonable assurance with respect to financial statement
preparation. Further, because of changes in conditions, the degree of
effectiveness of an internal control structure may vary over time.

         Management assessed the Corporation's internal controls over financial
reporting presented in conformity with accounting principles generally accepted
in the United States of America. This assessment was based on criteria for
effective internal control over financial reporting described in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
believes the Corporation maintained effective internal controls over financial
data, presented in accordance with accounting principles generally accepted in
the United States of America.

         Management is also responsible for compliance with the federal laws and
regulations concerning dividend restrictions and loans to insiders designated by
the Office of Thrift Supervision and the Federal Deposit Insurance Corporation
as safety and soundness laws and regulations.

         The Corporation assessed its compliance with the designated laws and
regulations relating to safety and soundness. Based on this assessment,
management believes that the Corporation complied, in all material respects,
with the designated laws and regulations related to safety and soundness for the
year ended December 31, 2000.






Marvin N. Schoenhals                                   Mark A. Turner
Chairman, President &                                  Executive Vice President
Chief Executive Officer                                & Chief Financial Officer

                                      -49-

<PAGE>


CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                             ----------------------------------------------
                                                                                  2000            1999               1998     
                                                                                --------         --------------   ---------
                                                                             (Dollars In Thousands, Except Per Share Data)
<S>                                                                               <C>              <C>               <C>     
Interest income:
Interest and fees on loans....................................................  $ 79,145         $ 65,046          $ 65,920
Interest on mortgage-backed securities........................................    25,118           30,540            26,736
Interest and dividends on investment securities...............................     2,980            2,342             3,016
Interest on investments in reverse mortgages..................................    19,309            7,372             5,836
Other interest income.........................................................     3,125            2,884             4,325
                                                                                --------         --------          --------
                                                                                 129,677          108,184           105,833
                                                                                --------         --------          --------
Interest expense:                                                                                              
Interest on deposits .........................................................    42,891           33,142            32,519
Interest on Federal Home Loan Bank advances...................................    14,583           16,965            15,890
Interest on federal funds purchased and securities sold under                                                  
  agreements to repurchase....................................................     4,801            5,621             8,267
Interest on senior notes and trust preferred borrowings.......................     2,918            2,812             2,914
Interest on other borrowings..................................................       534              316               185
                                                                                --------         --------          --------
                                                                                  65,727           58,856            59,775
                                                                                --------         --------          --------
Net interest income...........................................................    63,950           49,328            46,058
Provision for loan losses.....................................................       894            1,004               385
                                                                                --------         --------          --------
Net interest income after provision for loan losses...........................    63,056           48,324            45,673
                                                                                --------         --------          --------
                                                                                                               
Other income:                                                                                                  
Loan servicing fee income ....................................................     2,219            2,075             1,957
Deposit service charges.......................................................     7,050            5,464             4,371
Credit/debit card and ATM income .............................................     5,544            3,914             2,724
Securities gains (losses) ....................................................    (4,368)            (602)              305
Gain (loss) on sale of loans..................................................     3,936             (993)              638
Other income..................................................................     3,720            1,721             1,248
                                                                                --------         --------          --------
                                                                                  18,101           11,579            11,243
                                                                                --------         --------          --------
Other expenses:                                                                                                
Salaries, benefits and other compensation.....................................    29,991           18,950            14,650
Equipment expense.............................................................     4,448            3,133             1,947
Data processing and operations expense........................................     5,243            5,896             5,179
Occupancy expense.............................................................     4,290            3,422             2,938
Marketing expense.............................................................     2,893            1,570             1,278
Professional fees.............................................................     3,113            2,343             1,564
Other operating expenses......................................................    11,450            7,354             6,945
                                                                                --------         --------          --------
                                                                                  61,428           42,668            34,501
                                                                                --------         --------          --------
Income from continuing operations before minority interest, taxes, loss on                                     
  extinguishment of debt and cumulative effect of change in accounting                                         
  principle ..................................................................    19,729           17,235            22,415
Less minority interest........................................................    (3,735)            (972)                -
                                                                                --------         --------          --------
Income from continuing operations before taxes, loss on extinguishment                                         
   of debt and cumulative effect of change in accounting principle............    23,464           18,207            22,415
Income tax provision..........................................................     6,586              121             5,566
                                                                                --------         --------          --------
Income from continuing operations before loss on extinguishment of debt and                                    
  cumulative effect of a change in accounting principle ......................    16,878           18,086            16,849
Loss on extinguishment of debt, net of $787,000 in tax benefit................         -                -             1,461
                                                                                --------        ---------          --------
Income from continuing operations before cumulative effect of change in                                        
  accounting principle........................................................    16,878           18,086            15,388
Cumulative effect of change in accounting principle, net of $837,000 in                                        
  tax benefit ................................................................    (1,256)               -                 -
                                                                                --------         --------          --------
Income from continuing operations.............................................    15,622           18,086            15,388
Income (loss) from discontinued operations, net of taxes......................    (2,392)           1,623             1,124
Loss on wind-down of discontinued operations, net of $4.0 million in                                           
  tax benefit ................................................................    (2,211)               -                 -
                                                                                --------         --------          --------
Net income....................................................................  $ 11,019         $ 19,709          $ 16,512
                                                                                ========         ========          ========
</TABLE>

                                                                               
                                      -50-

<PAGE>

CONSOLIDATED STATEMENT OF OPERATIONS (continued...)

<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                             ----------------------------------------------
                                                                                  2000            1999               1998     
                                                                                --------         --------------   ---------
                                                                             (Dollars In Thousands, Except Per Share Data)
<S>                                                                               <C>              <C>               <C>     
Earnings per share:
  Basic:
     Income from continuing operations before loss on extinguishment of 
       debt and cumulative effect  of change in accounting 
       principle.............................................................   $   1.58         $   1.60          $   1.37
     Loss on extinguishment of debt, net of tax benefit......................          -                -             (0.12)
                                                                                --------         --------          --------
     Income from continuing operations before cumulative effect of change in
        accounting principle................................................        1.58             1.60              1.25
     Cumulative effect of change in accounting principle
        net of tax benefit..................................................       (0.12)               -                 -
                                                                                --------         ----------------- --------
     Income from continuing operations......................................        1.46             1.60              1.25
     Income (loss) from discontinued operations, net of taxes...............       (0.22)            0.14              0.09
     Loss on wind-down of discontinued operations, net of tax benefit.......       (0.21)               -                 -
                                                                                --------         --------          --------
         Net income ........................................................    $   1.03         $   1.74          $   1.34
                                                                                ========         ========          ========

  Diluted:
     Income from continuing operations before loss on extinguishment 
        of debt and cumulative effect of change in accounting 
        principle...........................................................    $   1.58         $   1.59          $   1.35
     Loss on extinguishment of debt, net of tax benefit.....................           -                -             (0.12)
                                                                                --------         --------          --------
     Income from continuing operations before cumulative effect of 
       change in accounting principle.......................................        1.58             1.59              1.23
     Cumulative effect of change in accounting principle
        net of tax benefit..................................................       (0.12)               -                 -
                                                                                --------         --------          --------
     Income from continuing operations......................................        1.46             1.59              1.23
     Income (loss) from discontinued operations, net of taxes...............       (0.22)            0.14              0.09
     Loss on wind-down of discontinued operations, net of tax benefit.......       (0.21)               -                 -
                                                                                --------         --------          --------
         Net income ........................................................    $   1.03         $   1.73          $   1.32
                                                                                ========         ========          ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      -51-

<PAGE>

CONSOLIDATED STATEMENT OF CONDITION

<TABLE>
<CAPTION>
                                                                                                             December 31,
                                                                                                       --------------------------
                                                                                                          2000             1999    
                                                                                                       ----------      ----------
                                                                                                           (In thousands)
<S>                                                                                                        <C>             <C> 
Assets

Cash and due from banks ........................................................................       $   87,849      $   59,166
Federal funds sold and securities purchased under agreements to resell .........................            3,500            --
Interest-bearing deposits in other banks .......................................................            7,318           8,026
Investment securities held-to-maturity (market value: 2000-$14,938, 1999-$8,420) ...............           14,746           8,612
Investment securities available-for-sale .......................................................           14,994          28,861
Mortgage-backed securities held-to-maturity (market value: 2000-$106,604, 1999-$250,079) .......          107,663         258,825
Mortgage-backed securities available-for-sale ..................................................          232,055         188,924
Investment in reverse mortgages, net ...........................................................           33,683          28,103
Loans held-for-sale ............................................................................           23,313          24,558
Loans, net of allowance for loan losses of $21,423 at December 31, 2000 and                         
  $22,223 at December 31, 1999 .................................................................          940,178         836,015
Stock in Federal Home Loan Bank of Pittsburgh, at cost .........................................           28,500          28,500
Assets acquired through foreclosure ............................................................              630             853
Premises and equipment .........................................................................           16,788          14,456
Accrued interest and other assets ..............................................................           28,348          25,375
Net assets of discontinued operations ..........................................................          199,751         240,763
                                                                                                       ----------      ----------
Total assets ...................................................................................       $1,739,316      $1,751,037
                                                                                                       ==========      ==========
Liabilities and Stockholders' Equity

Liabilities:

Deposits:
  Noninterest-bearing demand .....................................................................     $  139,128      $  119,754
  Money market and interest-bearing demand .......................................................        244,120          79,321
  Savings ........................................................................................        289,382         258,854
  Time ...........................................................................................        282,839         278,051
                                                                                                       ----------      ----------
            Total retail deposits ................................................................        955,469         735,980
  Jumbo certificates of deposit ..................................................................         19,030          24,645
  Brokered certificates of deposit ...............................................................        147,092         149,465
                                                                                                       ----------      ----------
             Total deposits ......................................................................      1,121,591         910,090

Federal funds purchased and securities sold under agreements to repurchase .......................         69,300         143,941
Federal Home Loan Bank advances ..................................................................        351,000         515,000
Trust preferred borrowings .......................................................................         50,000          50,000
Other borrowed funds .............................................................................         23,338          13,524
Accrued expenses and other liabilities ...........................................................         21,065          17,223
                                                                                                       ----------      ----------
Total liabilities ................................................................................      1,636,294       1,649,778
                                                                                                       ----------      ----------
Commitments and contingencies                                                                     
                                                                                                  
Minority Interest ................................................................................          5,876           5,106
                                                                                                  
Stockholders' Equity:                                                                             
                                                                                                  
Serial preferred stock $.01 par value, 7,500,000 shares authorized; none                          
   issued and outstanding ........................................................................           --              --
Common stock $.01 par value, 20,000,000 shares authorized; issued 14,813,403                      
  at December 31, 2000, and 14,797,513 at December 31, 1999 ......................................            148             148
Capital in excess of par value ...................................................................         58,985          58,185
Accumulated other comprehensive income (loss) ....................................................            197          (3,265)
Retained earnings ................................................................................         92,409          83,000
Treasury stock at cost, 4,629,769 shares at December 31, 2000 and 3,528,269                       
  shares at December 31, 1999 ....................................................................        (54,593)        (41,915)
                                                                                                       ----------      ----------
Total stockholders' equity .......................................................................         97,146          96,153
                                                                                                       ----------      ----------
Total liabilities, minority interest and stockholders' equity ....................................     $1,739,316      $1,751,037
                                                                                                       ==========      ==========
The accompanying notes are an integral part of these financial statements:
</TABLE>

                                      -52-

<PAGE>

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLERS' EQUITY

<TABLE>
<CAPTION>
                                                                                  Accumulated             
                                                                      Capital        Other                                 Total
                                                           Common    in Excess   Comprehensive  Retained    Treasury   Stockholders'
                                                           Stock   of Par Value  Income (Loss)  Earnings      Stock        Equity
                                                           ------  ------------  -------------  --------    --------   -------------
                                                                                         (In Thousands)       
<S>                                                         <C>       <C>           <C>           <C>         <C>            <C> 
Balance, January 1, 1998 .............................. $   146      $57,469       $   379      $49,252     $(20,487)     $ 86,759
                                                                                               
Comprehensive income:                                                                          
     Net income .......................................      --           --            --       16,512           --        16,512
     Other comprehensive income(1)......................     --           --          (143)          --           --          (143)
                                                                                                                          --------

Total comprehensive income ............................      --           --            --           --           --        16,369
                                                                                                                          --------
Cash dividend, $.09 per share .........................      --           --            --       (1,107)          --        (1,107)
Exercise of common stock options ......................       1          227            --           --           --           228
Treasury stock at cost, 1,030,160 shares(2) ...........      --           --            --           --      (16,497)      (16,497)
                                                        -------      -------       -------     --------     --------      --------
Balance, December 31, 1998 ............................     147       57,696           236       64,657      (36,984)       85,752
                                                                                               
Comprehensive income:                                                                          
     Net income .......................................      --           --            --       19,709           --        19,709
     Other comprehensive income(1).....................      --           --        (3,501)          --           --        (3,501)
                                                                                                                          --------
Total comprehensive income ............................      --           --            --           --           --        16,208
                                                                                                                          --------
Cash dividend, $.12 per share .........................      --           --            --       (1,366)          --        (1,366)
Exercise of common stock options ......................       1          388            --           --           --           389
Treasury stock at cost, 335,500 shares(3)..............      --           --            --           --       (4,931)       (4,931)
Increase in investment in subsidiary ..................      --          101            --           --           --           101
                                                        -------      -------       -------     --------     --------      --------
Balance, December 31, 1999 ............................ $   148      $58,185       $(3,265)    $ 83,000     $(41,915)     $ 96,153
                                                        =======      =======       =======     ========     ========      ========
                                                                                               
Comprehensive income:                                                                          
     Net income .......................................      --           --            --       11,019           --        11,019
     Other comprehensive income(1).....................      --           --         3,462           --           --         3,462
                                                                                                                          --------
Total comprehensive income ............................      --           --            --           --           --        14,481
                                                                                                                          --------
Cash dividend, $.15 per share .........................      --           --            --       (1,610)          --        (1,610)
Exercise of common stock options ......................      --          103            --           --           --           103
Treasury stock at cost, 1,101,500(4)                                                           
  shares ..............................................      --           --            --           --      (12,678)      (12,678)
Increase in investment in subsidiary ..................      --          697            --           --           --           697
                                                        -------      -------       -------     --------     --------      --------
                                                                                               
Balance, December 31, 2000 ............................ $   148      $58,985       $   197     $ 92,409     $(54,593)     $ 97,146
                                                        =======      =======       =======     ========     ========      ========
                                                                                               
(1) Other Comprehensive Income:
                                                          2000         1999         1998 
                                                         ------       ------       ------
     Net unrealized holding gains (losses) on 
       securities available-for-sale arising 
       during the period  net of taxes (2000 - 
       $373,000, 1999 - ($2.1) million, 
       1998 - $30,000)................................. $   608      $(3,892)      $    55

     Net unrealized holding loss arising during the
         period on derivatives used for cash flow
          hedge, net of $917,000 tax benefit...........  (1,703)           -             -

     Reclassification for losses (gains)  included in
         income,  net of taxes (2000 -( $1.7) million,
         1999 - ($211,000), 1998 - $107,000)...........   2,729          391          (198)
                                                        -------      -------       -------
     Total comprehensive income (loss), before
         other comprehensive income that resulted
         from the cumulative effect of a change
         in accounting principle,  net of taxes........   1,634       (3,501)         (143)

     Net unrealized gain on derivatives used for cash
        flow  hedging as a result of adopting
        SFAS No.133,  net of $985,000 tax benefit......   1,828            -             -
                                                        -------      -------       -------
     Total comprehensive income (loss)........          $ 3,462      $(3,501)      $  (143)
                                                        =======      =======       =======
</TABLE>

(2) Net of reissuances of 4,800 shares
(3) Net of reissuances of 4,500 shares
(4) Net of reissuances of 5,000 shares
   The accompanying notes are an integral part of these financial statements.

                                      -53-

<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Year Ended December 31,
                                                                                          ------------------------------------------
                                                                                             2000            1999             1998  
                                                                                             ----          ------           --------
                                                                                                       (In Thousands)
<S>                                                                                       <C>             <C>             <C>      
Operating activities:
Net income .........................................................................      $  11,019       $  19,709       $  16,512
Adjustments to reconcile net income to net cash provided by
  (used for) operating activities:
     Provision for loan, and residual value losses .................................            894           1,004             385
     Depreciation, accretion and amortization ......................................          2,366           2,724           1,769
     Decrease (increase) in accrued interest receivable and other assets ...........         (2,725)         (3,416)          1,362
     Origination of loans held-for-sale ............................................       (189,239)        (56,011)        (58,398)
     Proceeds from sales of loans held-for-sale ....................................        187,104          32,528          58,008
     Increase in accrued interest payable and other liabilities ....................          3,706           2,146           2,407
     Increase in reverse mortgage capitalized interest, net ........................        (19,111)         (7,052)         (5,525)
     Loss on extinguishment of debt ................................................             --              --           2,248
     Minority interest in net income ...............................................         (3,735)           (972)           --
     Other, net ....................................................................         10,557           2,152            (992)
                                                                                          ---------       ---------       ---------
Net cash provided by (used for) operating activities ...............................            836          (7,188)         17,776
                                                                                          ---------       ---------       ---------

Investing activities:

     Net decrease (increase) of interest-bearing deposits in other banks ...........            708            (508)         21,474
     Maturities of investment securities ...........................................          9,155          16,577          41,070
     Sales of investment securities available-for-sale .............................         36,199          20,000          20,059
     Sales of mortgage-backed securities available-for-sale ........................        219,235            --            29,875
     Purchases of investment securities held-to-maturity ...........................         (8,952)         (2,295)        (10,000)
     Purchases of investment securities available-for-sale .........................        (27,962)        (34,148)        (10,000)
     Repayments of mortgage-backed securities held-to-maturity .....................         25,383         108,436         151,661
     Repayments of mortgage-backed securities available-for-sale ...................         72,436          67,963          44,344
     Purchases of mortgage-backed securities held-to-maturity ......................             --        (101,369)       (145,178)
     Purchases of mortgage-backed securities available-for-sale ....................       (210,376)        (69,881)       (210,288)
     Repayments on reverse mortgages ...............................................         21,904          19,878          16,603
     Disbursements for reverse mortgages ...........................................         (8,230)         (9,456)        (10,058)
     Sales of loans ................................................................             --              --          16,781
     Purchase of loans .............................................................        (36,829)        (74,721)        (10,479)
     Net increase in loans .........................................................        (69,183)        (26,036)        (11,648)
     Net increase in stock of Federal Home Loan Bank of Pittsburgh .................             --          (5,500)         (2,748)
     Payments for investment in real estate ........................................         (1,991)             --              --
     Receipts from investments in real estate ......................................             --              --           1,252
     Sales of assets acquired through foreclosure, net .............................          1,469           3,259           2,573
     Premises and equipment, net ...................................................         (5,298)         (5,089)         (4,696)
                                                                                          ---------       ---------       ---------
Net cash provided by (used for) investing activities ...............................         17,668         (92,890)        (69,403)
                                                                                          ---------       ---------       ---------
</TABLE>

                                                        (Continued on next page)

                                      -54-

<PAGE>

  CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
                                                                                                   Year Ended December 31,  
                                                                                          ------------------------------------------
                                                                                             2000            1999             1998  
                                                                                             ----          ------           --------
                                                                                                       (In Thousands)
<S>                                                                                       <C>             <C>             <C>      
Financing activities:

     Net increase in demand and savings deposits ...................................        224,155          67,537          80,739
     Net increase (decrease) in time deposits ......................................         (3,733)        (11,598)         11,328
     Receipts from FHLB borrowings .................................................        692,500         210,000         884,000
     Repayments of FHLB borrowings .................................................       (856,500)       (155,000)       (824,000)
     Receipts from reverse repurchase agreements ...................................         46,588         111,211         259,771
     Repayments of reverse repurchase agreements ...................................       (116,229)       (125,775)       (313,965)
     Receipts from Federal funds purchased .........................................         (5,000)          5,000              --
     Repayments of Federal funds purchased .........................................           (103)             --              --
     Dividends paid on common stock ................................................         (1,610)         (1,366)         (1,107)
     Issuance of common stock and exercise of employee stock options ...............            103             389             228
     Extinguishment of senior notes ................................................             --              --         (30,548)
     Proceeds from issuance of trust preferred borrowings, net of costs ............             --              --          48,624
     Purchase of treasury stock, net of re-issuance ................................        (12,678)         (4,931)        (16,497)
     Change in net assets from discontinued operations .............................         41,012         (19,111)        (22,944)
     Increase in investment in subsidiary ..........................................             --             101              --
     Minority interest .............................................................          5,174           6,039              --
                                                                                          ---------       ---------       ---------
     Net cash provided by financing activities .....................................         13,679          82,496          75,629
                                                                                          ---------       ---------       ---------
     Increase (decrease) in cash and cash equivalents ..............................         32,183         (17,582)         24,002
     Cash and cash equivalents at beginning of period ..............................         59,166          76,748          52,746
                                                                                          ---------       ---------       ---------
     Cash and cash equivalents at end of period ....................................      $  91,349       $  59,166       $  76,748
                                                                                          =========       =========       =========
Supplemental Disclosure of Cash Flow Information:

     Cash paid for interest during the year ........................................      $  79,377          68,231       $  72,048
     Cash paid for income taxes, net ...............................................          1,713           1,041           2,233
     Loans transferred to assets acquired through foreclosure ......................          1,199           1,421           2,138
     Net change in unrealized gains (losses) on securities available-
       for-sale, net of tax ........................................................          3,462          (3,501)           (143)
     Assets transferred from held-to-maturity to available-for-sale
       upon adoption of SFAS No.133:
       Investment securities .......................................................          2,000            --              --
       Mortgage-backed securities ..................................................        128,981            --              --
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      -55-



<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         WSFS Financial Corporation (Company or Corporation) is a thrift holding
company organized under the laws of the State of Delaware. The Corporation's
principal wholly-owned subsidiary, Wilmington Savings Fund Society, FSB (WSFS),
is a federal savings bank organized under the laws of the United States which
conducts operations from 28 retail banking offices located in northern Delaware
and southeastern Pennsylvania.

         In preparing the Financial Statements, management is required to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. The material estimates that are particularly
susceptible to significant changes in the near term relate to the determination
of the adequacy of the allowances for loan losses and the valuations of the
interest rate cap, other real estate owned, deferred tax assets, investment in
reverse mortgages, reserve for discontinued operations and contingencies.

         Basis of Presentation

         The consolidated Financial Statements include the accounts of the
parent company, WSFS Capital Trust I, WSFS and its wholly-owned subsidiaries,
838 Investment Group, Inc. and Star States Development Company (SSDC) as well as
not wholly-owned, but majority controlled subsidiaries, Wilmington National
Finance, Inc. (WNF), formerly Community Credit Corporation, and CustomerOne
Financial Network, Inc. (C1FN), see Note 19 for further discussion of non-wholly
owned subsidiaries.

         As discussed in Note 2 of the Financial Statements, the results of WSFS
Credit Corporation, the Corporation's wholly owned indirect auto financing and
leasing subsidiary, are presented as discontinued operations, retroactively
restated for all periods presented.

         WSFS Capital Trust I was formed in 1998 to sell Trust Preferred
Securities. The Trust invested all of the proceeds from the sale of the Trust
Preferred Securities in Junior Subordinated Debentures of the Corporation. The
Corporation used the proceeds from the Junior Subordinated Debentures for
general corporate purposes, including the redemption of its 11% Senior Notes due
2005 on December 31, 1998.

         838 Investment Group, Inc. markets various insurance and securities
products to Bank customers through WSFS' branch system.

         SSDC was originally formed to acquire, develop and market improved and
unimproved real estate either through wholly-owned subsidiaries or investments
in joint ventures. SSDC sold its remaining parcel of land in 1998 and remains
inactive.

         Certain reclassifications have been made to the prior years' Financial
Statements to conform them to the current year's presentation. All significant
intercompany transactions are eliminated in consolidation.

         Cash and Cash Equivalents

         For purposes of reporting cash flows, cash and cash equivalents include
cash, due from banks, federal funds sold and securities purchased under
agreements to resell. Generally, federal funds are purchased and sold for
periods ranging up to ninety days.


                                      -56-

<PAGE>

         Debt and Equity Securities

         Investments in equity securities that have a readily determinable fair
value and investments in debt securities are classified into three categories
and accounted for as follows:

    o    Debt securities with the positive intention to hold to maturity are
         classified as "held-to-maturity" and reported at amortized cost.
    o    Debt and equity securities purchased with the intention of selling them
         in the near future are classified as "trading securities" and are
         reported at fair value, with unrealized gains and losses included in
         earnings.
    o    Debt and equity securities not classified in either of the above are
         classified as "available-for-sale securities" and reported at fair
         value, with unrealized gains and losses excluded from earnings and
         reported, net of tax, as a separate component of stockholders' equity.

         There were no investment and mortgage-backed securities classified as
"trading" during 2000, 1999 and 1998.

         Debt and equity securities include mortgage-backed securities,
corporate and municipal bonds, U.S. Government and agency securities and certain
equity securities. Premiums and discounts on debt and equity securities
held-to-maturity and available-for-sale are recognized in interest income using
a level yield method over the period to expected maturity. The fair value of
debt and equity securities are obtained from third party pricing services.
Implicit in the valuation are estimated prepayments based on history and current
market conditions.

         Declines in the fair value of individual held-to-maturity and
available-for-sale securities below their cost that are other than temporary
result in write-downs of the individual securities to their fair value. The
related write-downs are included in earnings as realized losses. The specific
identification method is used to determine realized gains and losses on sales of
investment and mortgage-backed securities. All sales are made without recourse.

         Loans

         Loans are stated net of deferred fees and costs and unearned discounts.
Loan interest income is accrued using various methods which approximate a
constant yield. Loan origination and commitment fees and direct loan origination
costs are deferred and recognized over the life of the related loans using a
level yield method over the period to maturity.

         Impaired loans are measured based on the present value of expected
future discounted cash flows, the market price of the loan or the fair value of
the underlying collateral if the loan is collateral dependent. Impaired loans
include loans within the Corporation's commercial, commercial mortgage and
commercial construction portfolios. The Company's policy for recognition of
interest income on impaired loans is the same as for nonaccrual loans discussed
below.

         Nonaccrual Loans

         Nonaccrual loans are those on which the accrual of interest has ceased.
Loans are placed on nonaccrual status immediately if, in the opinion of
management, collection is doubtful, or when principal or interest is past due 90
days or more and collateral is insufficient to cover principal and interest.
Interest accrued but not collected at the date a loan is placed on nonaccrual
status is reversed and charged against interest income. In addition, the
amortization of net deferred loan fees is suspended when a loan is placed on
nonaccrual status. Subsequent cash receipts are applied either to the
outstanding principal or recorded as interest income, depending on management's
assessment of ultimate collectibility of principal and interest. Loans are
returned to an accrual status when the borrower's ability to make periodic
principal and interest payments has returned to normal (i.e. - brought current
with respect to principal or interest or restructured) and the paying capacity
of the borrower and/or the underlying collateral is deemed sufficient to cover
principal and interest in accordance with the Corporation's previously
established loan-to-value policies.


                                      -57-

<PAGE>

         Allowances for Loss

         The allowances for loan losses are maintained at a level which
management considers adequate to provide for potential losses based upon an
evaluation of known and inherent risks in the loan portfolios. Management's
evaluation is based upon a continuing review of each portfolio which includes
factors such as identification of adverse situations that may affect the
borrower's ability to repay, a review of overall portfolio quality, prior loan
loss experience and an assessment of current and expected economic conditions
and other relevant factors. Allowances for estimated losses on investments in
real estate and assets acquired through foreclosure are provided if the carrying
value exceeds the fair value less estimated disposal costs. Consideration is
also given to examinations performed by regulatory authorities.

         Changes in economic conditions and economic prospects of borrowers can
occur quickly, and as a result, impact the estimates made by management. These
estimates are continually reviewed, and as adjustments become necessary, they
are included in the results of operations in the period in which they become
known. Identified losses on specific loans, investments in real estate or assets
acquired through foreclosure are charged against the applicable allowance.

         Assets Held-for-Sale

         Assets held-for-sale include loans held-for-sale. Assets held-for-sale
are carried at the lower of cost or market of the individual assets. Vehicles
that have been returned to the Company upon the expiration of their lease terms
have been included in the net assets of discontinued operations.

         Assets Acquired Through Foreclosure

         Assets acquired through foreclosure are recorded at the lower of the
recorded investment in the loan or fair value less estimated disposal costs.
Costs subsequently incurred to improve the assets are included in the carrying
value provided that the resultant carrying value does not exceed fair value less
estimated disposal costs. Costs relating to holding the assets are charged to
expense in the current period. An allowance for estimated losses is provided
when declines in fair value below the carrying value are identified. Net costs
of assets acquired through foreclosure includes costs of holding and operating
the assets, net gains or losses on sales of the assets and provisions for losses
to reduce such assets to fair value less estimated disposal costs.

         Premises and Equipment

         Premises and equipment are stated at cost less accumulated depreciation
and amortization. Costs of major replacements, improvements and additions are
capitalized. Depreciation expense is computed on the straight-line basis over
the estimated useful lives of the assets or, for leasehold improvements, over
the life of the related lease if less than the estimated useful life. In
general, computer equipment, furniture and equipment and building renovations
are depreciated over 3, 5 and 10 years, respectively. Accelerated methods are
used in depreciating certain assets for income tax purposes.

         Securities Sold Under Agreements to Repurchase

         The Corporation enters into sales of securities under agreements to
repurchase. Reverse repurchase agreements are treated as financings, with the
obligation to repurchase securities sold reflected as a liability in the
Consolidated Statement of Condition. The securities underlying the agreements
remain in the asset accounts.

         Income Taxes

         The provision for income taxes includes federal, state and local income
taxes currently payable and those deferred because of temporary differences
between the financial statement basis and tax basis of assets and liabilities.


                                      -58-

<PAGE>

         Earnings Per Share

         The following table sets forth the computation of basic and diluted
earnings per share:


<TABLE>
<CAPTION>
                                                                                                  2000       1999        1998
                                                                                                  ----       ----        ----
                                                                                             (In thousands, except per share data)
<S>                                                                                                <C>         <C>          <C>
           Numerator:
              Income from continuing operations before loss on extinguishment of debt
                and cumulative effect of change in accounting principle................          $16,878     $18,086     $16,849
                Loss on extinguishment of debt, net of tax benefit......................               -           -      (1,461)
                                                                                                 -------     -------     -------
              Income from continuing operations before cumulative effect of
                change in accounting principle..........................................          16,878      18,086      15,388
                Cumulative effect of change in accounting principle, net of tax benefit.          (1,256)          -           -
                                                                                                 -------     -------     -------
              Income from continuing operations.........................................          15,622      18,086      15,388
                (Loss) income from discontinued operations, net of taxes................          (2,392)      1,623       1,124
                Loss on wind-down of discontinued operations, net of tax benefit........          (2,211)          -           -
                                                                                                 -------     -------     -------
              Net income................................................................         $11,019     $19,709     $16,512
                                                                                                 =======     =======     =======
           Denominator:
             Denominator for basic earnings per share -
               weighted average shares .................................................          10,652      11,352      12,317
             Effect of dilutive securities:
               Employee stock options...................................................              14          53         186
                                                                                                 -------     -------     -------
             Denominator for diluted earnings per share -
               adjusted weighted average shares and
               assumed exercise.........................................................          10,666      11,405      12,503
                                                                                                 =======     =======     =======
         Earnings per share:
             Basic:
              Income from continuing operations before loss on extinguishment of debt
                and cumulative effect of change in accounting principle.................         $  1.58     $  1.60     $  1.37
                Loss on extinguishment of debt, net of tax benefit .....................               -           -        (.12)
                                                                                                 -------     -------     -------
              Income from continuing operations before cumulative effect of
                change in accounting principle..........................................            1.58        1.60        1.25
                Cumulative effect of change in accounting principle, net of tax benefit.            (.12)          -           -
                                                                                                 -------     -------     -------
              Income from continuing operations.........................................            1.46        1.60        1.25
                (Loss) income from discontinued operations, net of taxes................            (.22)        .14         .09
                Loss on wind-down of discontinued operations, net of tax benefit                    (.21)          -           -
                                                                                                 -------     -------     -------
              Net income................................................................         $  1.03     $  1.74     $  1.34
                                                                                                 =======     =======     =======
             Diluted:
              Income from continuing operations before loss on extinguishment and
                 cumulative effect of change in accounting principle....................         $  1.58     $  1.59   $    1.35
                Loss on extinguishment of debt, net of tax benefit .....................               -           -        (.12)
                                                                                                 -------     -------     -------
              Income from continuing operations before cumulative effect of
                change in accounting principle, net of tax benefit......................            1.58        1.59        1.23
                Cumulative effect of change in accounting principle, net of taxes.......            (.12)          -           -
                                                                                                 -------     -------     -------
              Income from continuing operations.........................................            1.46        1.59       $1.23
                (Loss) income from discontinued operations, net of taxes................            (.22)        .14         .09
                Loss on wind-down of discontinued operations, net of tax benefit........            (.21)          -           -
                                                                                                 -------     -------     -------
              Net income................................................................         $  1.03     $  1.73   $    1.32    
                                                                                                 =======     =======     =======
</TABLE>



                                      -59-

<PAGE>

2.  Discontinued Operations of a Business Segment

         On December 21, 2000, the Board of Directors of WSFS Financial
Corporation approved plans to discontinue the operations of WSFS Credit
Corporation (WCC), the Company's indirect auto finance business segment. WCC,
which had 7,300 lease contracts and 2,700 loan contracts at December 31, 2000,
no longer accepts new applications but will continue to service existing loans
and leases until their maturity. Management estimates that substantially all
loan and lease contracts will mature by the end of December 2003.

         Accounting for discontinued operations of a business segment requires
that the Company forecast operating results over the wind-down period and
immediately accrue any expected net losses as a one time charge. The historic
results of WCC's operations, the one-time charge, and the future reported
results of WCC are required to be treated as Discontinued Operations of a
Business Segment, and shown in summary form separately from the Company's
results of continuing operations in reported results of the Corporation. Prior
periods are restated, as required by generally accepted accounting principles.

         As a result, net operating losses of $2.4 for the year ended December
31, 2000 and net income of $1.6 and $1.1 million for the years ended December
31, 1999 and 1998 respectively, were reclassified from continuing operations to
discontinued operations. In addition, the Corporation recognized a charge of
$2.2 million, net of taxes, for the expected loss over the projected three-year
wind-down period. A $6.2 million pretax reserve has been established to absorb
these expected future losses. This reserve will be reevaluated quarterly with
adjustments, if necessary, recorded as income/losses from discontinued
operations. Accounting for discontinued operations also requires that the net
assets (assets less third party liabilities) be reclassified on the balance
sheet to a single line item, Net assets of discontinued operations.

         The following chart depicts the net assets of discontinued operations
at December 31, 2000 and 1999:



                                                              At December 31,
                                                         ----------------------
                                                            2000          1999
                                                              (In Thousands)

    Net loans.........................................   $ 27,877      $ 20,612
    Vehicles under operating leases, net..............    175,745       220,209
    Interest receivable...............................        148           107
    Premises and equipment............................        131           165
    Foreclosed assets.................................        133           208
    Other Assets                                            3,650         2,245
    Less:
       Reserve for losses of discontinued                   6,169
       operations.....................................                         
       Other liabilities..............................      1,764         2,783
                                                         --------      --------
    Net assets of discontinued operations                $199,751      $240,763
                                                         ========      ========


                                      -60-

<PAGE>

              The following table depicts the net income (loss) from
discontinued operations for the years ended December 31, 2000, 1999 and 1998:


<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,       
                                                                               ----------------------------------------
                                                                                  2000            1999          1998      
                                                                               ---------       ---------      ---------
                                                                                                  (In Thousands)
<S>                                                                            <C>             <C>            <C>     
Interest income........................................................        $  1,998        $  1,996       $  2,399
Allocated interest expense (1).........................................          13,897          12,514         11,339
                                                                               --------        --------       --------
Net interest expense...................................................         (11,899)        (10,518)        (8,940)
                                                                               --------        --------       --------
Provision for loan losses..............................................               -               -            695
                                                                               --------        --------       --------
Net interest income after provision for loan losses....................         (11,899)        (10,518)        (9,635)
                                                                               --------        --------       --------

Loan and lease servicing fee income ...................................             723           1,440          1,483
Rental income on operating leases, net.................................           9,214          13,569         11,911
Other income...........................................................              42              46             56
                                                                               --------        --------       --------
                                                                                  9,979          15,055         13,450
Other operating expenses...............................................           1,987           1,832          1,942
                                                                               --------        --------       --------
(Loss) income before taxes.............................................          (3,907)          2,705          1,873
Income tax provision  (benefit) .......................................          (1,515)          1,082            749
                                                                               --------        --------       --------
(Loss) income from discontinued operations.............................        $ (2,392)       $  1,623       $  1,124
                                                                               ========        ========       ========
</TABLE>


(1) Allocated interest expense based on the Company's annual average wholesale
borrowings rate which was 6.28%, 5.65% and 5.12% for the years 2000, 1999 and
1998, respectively.


                                      -61-

<PAGE>

3.  INVESTMENT SECURITIES


<TABLE>
<CAPTION>
                                                                                 Gross       Gross
                                                                 Amortized    Unrealized   Unrealized       Fair
                                                                   Cost          Gains       Losses         Value 
                                                                 ---------    ----------   ----------      -------
                                                                                        (In Thousands)
<S>                                                                 <C>           <C>         <C>           <C> 
Available-for-sale securities:

    December 31, 2000:
      U.S. Government and agencies...................              $ 1,894        $  -         $  1        $ 1,893
      Corporate Bonds................................               13,104          16           19         13,101
                                                                   -------      ------         ----        -------
                                                                   $14,998        $ 16         $ 20        $14,994
    December 31, 1999:                                                                                   
                                                                                                         
      U.S. Government and agencies...................              $28,573        $  -         $137        $28,436
      Other  investments.............................                  425           -            -            425
                                                                   -------      ------         ----        -------  
                                                                   $28,998        $  -         $137        $28,861
                                                                   =======        ====         ====        =======
Held-to-maturity:                                                                                        
                                                                                                         
    December 31, 2000:                                                                                   
      Corporate bonds................................              $ 3,885        $ 13         $ 74        $ 3,824
      State and political subdivisions...............               10,861         258            5         11,114
                                                                   -------        ----         ----        -------
                                                                   $14,746        $271         $ 79        $14,938
                                                                   =======        ====         ====        =======
    December 31, 1999:                                                                                   
      Corporate bonds................................              $ 6,855        $  -         $194        $ 6,661
      State and political subdivisions...............                1,757           2            -          1,759 
                                                                   -------        ----         ----        -------
                                                                   $ 8,612        $  2         $194        $ 8,420
                                                                   =======        ====         ====        =======
</TABLE>

                                                                     

         Securities with book values aggregating $11.5 million at December 31,
2000 were pledged as collateral for WSFS' Treasury Tax and Loan account with the
Federal Reserve Bank and certain municipal deposits which require collateral.
Accrued interest receivable relating to investment securities was $457,000 and
$595,000 at December 31, 2000 and 1999, respectively. Substantially, all of the
interest and dividends on investment securities represented taxable income.

         The scheduled maturities of investment securities held-to-maturity and
securities available-for-sale at December 31, 2000 were as follows :


<TABLE>
<CAPTION>
                                                                       Held-to-Maturity         Available-for-Sale       
                                                                    ---------------------     ---------------------
                                                                    Amortized       Fair      Amortized       Fair
                                                                       Cost        Value        Cost         Value 
                                                                    ---------     -------     ---------     -------
                                                                                       (In Thousands)
<S>                                                                  <C>          <C>          <C>          <C>    
Within one year .......................................              $     -      $     -      $12,953      $12,949
After one year but within five years...................                3,324        3,398            -            -
After five but within ten years........................                5,403        5,515           45           45
After ten years........................................                6,019        6,025        2,000        2,000 
                                                                     -------      -------      -------      -------
                                                                     $14,746      $14,938      $14,998      $14,994 
                                                                     =======      =======      =======      =======
</TABLE>



                                      -62-

<PAGE>

         Proceeds from the sales of investment security available-for-sale
during 2000 were $26.0 million, with gains of $18,000 and losses of $67,000
realized on these sales. There were also proceeds of $10.1 million received in
January 2000 for which a loss of $289,000 was recognized in 1999. In addition,
there was a gain of $40,000 on the sale of common stock received from the
demutualization of insurance companies of which WSFS was a policy holder.
Proceeds from the sale of investments during 1999 and 1998 were $20.0 million
and $20.1 million, respectively. Losses of $9,000 and gains of $30,000 were
realized on these sales in 1999 and 1998, respectively. The cost basis for all
investment security sales was based on the specific identification method. There
were no sales of securities classified as held-to-maturity. With the adoption of
Statement of Financial Accounting Standards (SFAS) No. 133, $2.0 million of
corporate bonds were reclassified from held-to maturity, to available-for-sale.
See Note 20 of the Financial Statements for further discussion of the adoption
of SFAS No. 133.


4.  MORTGAGE-BACKED SECURITIES


<TABLE>
<CAPTION>
                                                                                Gross              Gross
                                                             Amortized       Unrealized          Unrealized       Fair
                                                                Cost            Gains              Losses         Value 
                                                             ---------       ----------          ----------     --------
                                                                                   (In Thousands)
<S>                                                                 <C>           <C>              <C>              <C>
Available-for-sale securities:

December 31, 2000:
      Collateralized mortgage obligations ...........           $229,882          $617             $  617       $229,882
      FNMA...........................................              1,153             -                 12          1,141
      FHLMC..........................................              1,034             -                  2          1,032
                                                                --------          ----             ------       --------
                                                                $232,069          $617             $  631       $232,055
                                                                ========          ====             ======       ========

      Weighted average yield.........................               7.04%

December 31, 1999:
      Collateralized mortgage obligations ...........           $178,290          $  -             $4,746       $173,544
      GNMA ..........................................             15,376             -                139         15,237
      FHLMC..........................................                143             -                  -            143
                                                                --------          ----             ------       --------
                                                                $193,809          $  -             $4,885       $188,924
                                                                ========          ====             ======       ========

      Weighted average yield.........................               6.34%

Held-to-maturity securities:

December 31, 2000:
      Collateralized mortgage obligations............           $ 56,091          $103             $  523       $ 55,671
      FNMA...........................................             24,908             -                351         24,557
      FHLMC..........................................             26,664             1                289         26,376
                                                                --------          ----             ------       --------
                                                                $107,663          $104             $1,163       $106,604
                                                                ========          ====             ======       ========

      Weighted average yield.........................               6.41%

December 31, 1999:
      Collateralized mortgage obligations............           $191,839          $ 62             $6,562       $185,339
      FNMA...........................................             31,065             -              1,019         30,046
      GNMA...........................................                852            12                  -            864
      FHLMC..........................................             33,036             3              1,184         31,855
      Other..........................................              2,033             -                 58          1,975
                                                                --------          ----             ------       --------
                                                                $258,825          $ 77             $8,823       $250,079
                                                                ========          ====             ======       ========

      Weighted average yield.........................               6.53%

</TABLE>



                                      -63-

<PAGE>

         At December 31, 2000, mortgage-backed securities with book values
aggregating $104.3 million were pledged as collateral for retail customer
repurchase agreements and securities sold under agreements to repurchase.
Accrued interest receivable relating to mortgage-backed securities was $2.0
million and $2.5 million at December 31, 2000 and 1999, respectively. During
2000, as part of a deleveraging strategy, WSFS received proceeds of $180.3
million in collateralized mortgage obligations and $14.7 million in adjustable
rate GNMA securities, all classified as available-for-sale, resulting in net
losses of $6.4 million and gains of $3,000, respectively. The cost basis of all
mortgage-backed security sales is based on the specific identification method.
There were no sales of mortgage-backed securities classified as held to maturity
in 2000. With the adoption of SFAS No. 133, $129.0 million in mortgage-backed
securities were reclassified from held-to-maturity to available-for-sale. In
addition there were proceeds of $24.3 million in January 2000 for the sale of
collateralized mortgage obligations for which a loss of $730,000 was recognized
in 1999. There were no other sales of mortgage-backed securities in 1999. In
1998, WSFS sold $29.6 million in collateralized mortgage obligations, classified
as available-for-sale, resulting in a gain of $235,000. There were no other
sales of mortgage-backed securities, nor transfers between categories of
mortgage-backed securities during 1999 and 1998.


5.  LOANS
                                                              December 31,     
                                                       ------------------------
                                                       
                                                          2000            1999  
                                                       ---------       ---------
                                                            (In Thousands)
Real estate mortgage loans:                            
     Residential (1-4 family) .................        $ 416,863      $ 368,671
     Other ....................................          191,004        206,512
Real estate construction loans.................           37,203         38,273
Commercial loans...............................          156,293        119,875
Consumer loans.................................          175,268        154,857
                                                       ---------      ---------
                                                         976,631        888,188
Less:                                                  
Loans in process ..............................           11,723         25,609
                                                       
Unearned income ...............................            3,307          4,341
Allowance for loan losses .....................           21,423         22,223
                                                       ---------      ---------
                                                       $ 940,178      $ 836,015
                                                       =========      =========
                                               
         The Corporation had impaired loans of approximately $1.3 million at
December 31, 2000 compared to $2.0 million at December 31, 1999. The average
recorded investment in impaired loans was $1.4 million, $1.5 million and $5.4
million during 2000, 1999 and 1998, respectively. The allowance for losses on
impaired loans was $190,000 at December 31, 2000, as compared to $295,000 at
December 31, 1999. There was no interest income recognized on impaired loans.

         The total amounts of loans serviced for others were $250.8 million,
$236.4 million and $237.9 million at December 31, 2000, 1999 and 1998,
respectively.

         Accrued interest receivable on loans outstanding was $5.9 million, $4.9
million and $4.3 million at December 31, 2000, 1999 and 1998, respectively.

         Nonaccruing loans aggregated $8.3 million, $7.4 million and $8.0
million at December 31, 2000, 1999 and 1998, respectively. If interest on all
such loans had been recorded, net interest income would have increased by
$966,000 in 2000, $591,000 in 1999 and $767,000 in 1998.


                                      -64-

<PAGE>

A summary of changes in the allowance for loan losses follows:


<TABLE>
<CAPTION>
                                                                                               Year  Ended December 31,     
                                                                                          ---------------------------------
                                                                                            2000        1999         1998   
                                                                                          --------    --------     --------
                                                                                                    (In Thousands)
<S>                                                                                       <C>         <C>          <C>    
Beginning balance ..............................................................          $22,223     $22,732      $24,057
     Balance at acquisition of credit card portfolio ...........................              175           -            -
     Provision for loan losses.................................................               894       1,004          385
     Loans charged-off .........................................................           (2,509)     (2,021)      (1,970)
     Recoveries................................................................               640         508          260
                                                                                          -------     -------      -------
Ending balance .................................................................          $21,423     $22,223      $22,732
                                                                                          =======     =======      =======
</TABLE>



6.  ASSETS ACQUIRED THROUGH FORECLOSURE

                                                                December 31,  
                                                        ------------------------
                                                         2000             1999
                                                        ------          --------
                                                             (In Thousands)
                                                        
Real estate ........................................    $  903          $  1,182
Less allowance for losses...........................       273               329
                                                        ------          --------
                                                        $  630          $    853
                                                        ======          ========
                                                    


A summary of changes in the allowance for foreclosed assets follows:


                                                   Year  Ended December 31,     
                                              ----------------------------------
                                                2000        1999          1998  
                                              --------    --------       -------
                                                        (In Thousands)
Beginning balance..........................   $   329   $     390        $   11
  Provision for losses ....................         -           -          (258)
  Net (charge-offs) recoveries ............       (56)        (61)          126
  Transfer from investment in real estate..         -           -           511 
                                              -------   ---------        ------
Ending balance ............................   $   273   $     329        $  390
                                              ========  =========        ======


                                      -65-

<PAGE>

7.  PREMISES AND EQUIPMENT

                                                                 December 31,   
                                                            --------------------
                                                              2000         1999
                                                                (In Thousands)
                                                            
Land ....................................................   $ 1,086     $   720
Buildings ...............................................     6,580       6,773
Leasehold improvements ..................................     9,126       5,503
Furniture and equipment .................................    18,313      16,673
                                                            -------     -------
                                                             35,105      29,669
Less:                                                       
Accumulated depreciation ................................    18,317      15,213
                                                            -------     -------
                                                            $16,788     $14,456
                                                            =======     =======
                                                         
         The Corporation occupies certain premises and operates certain
equipment under noncancelable leases with terms ranging from 1 to 25 years.
These leases are accounted for as operating leases. Accordingly, lease costs are
expensed as incurred. Rent expense was $2.2 million in 2000, $1.5 million in
1999, and $1.2 million in 1998. Future minimum payments under these leases at
December 31, 2000 are as follows:



                                                                  (In thousands)

2001     ..........................................................   $ 2,255
2002     ..........................................................     2,146
2003     ..........................................................     1,951
2004     ..........................................................     1,598
2005     ..........................................................     1,103
Thereafter ........................................................     3,503
                                                                      -------
         Total future minimum lease payments ......................   $12,556
                                                                      =======


                                      -66-

<PAGE>

8.  DEPOSITS

         Time deposits include certificates of deposit in denominations of
$100,000 or more which aggregate $49.7 million and $46.0 million at December 31,
2000 and 1999, respectively.


         The following is a summary of deposits by category, including a summary
of the remaining time to maturity for time deposits:

                                                            December 31,        
                                                  ------------------------------
                                                      2000                1999  
                                                  -----------          ---------
                                                          (In Thousands)
Money market and demand:
    Noninterest-bearing demand ...................   $   139,128       $ 119,754
    Money market and interest-bearing demand .....       244,120          79,321
                                                     -----------       ---------
       Total money market and demand .............       383,248         199,075
                                                     -----------       ---------
                                                     
Savings  .........................................       289,382         258,854
                                                     -----------       ---------
                                                     
Retail certificates of deposits by maturity:         
    Less than one year ...........................       209,035         217,554
    One year to two years ........................        55,532          42,248
    Two years to three years .....................        10,832           8,452
    Three years to four years.....................         2,862           5,096
    Four years to five years......................         2,882           1,854
    Over five years...............................         1,696           2,847
                                                     -----------       ---------
       Total retail time certificates ............       282,839         278,051
                                                     -----------       ---------
                                                     
Jumbo certificates of deposit by maturity:           
    Less than one year ...........................        17,722          23,309
    One year to two years ........................           894             908
    Two years to three years .....................           314             324
    Three years to four years.....................           100               -
    Four years to five years......................             -             104
                                                     -----------       ---------
       Total jumbo time certificates .............        19,030          24,645
                                                     -----------       ---------
                                                     
Brokered certificates of deposit by maturity:        
    Less than one year ...........................       138,726          99,529
    One year to two years ........................         8,366          49,936
                                                     -----------       ---------
       Total brokered time certificates ..........       147,092         149,465
                                                     -----------       ---------
                                                     
Total deposits ...................................   $ 1,121,591       $ 910,090
                                                     ===========       =========


                                      -67-

<PAGE>

   Interest expense by category follows:


<TABLE>
<CAPTION>
                                                                                            Year Ended December 31,        
                                                                                    --------------------------------------
                                                                                     2000            1999           1998      
                                                                                    ------         --------       --------
                                                                                               (In Thousands)
<S>                                                                               <C>              <C>            <C>     
Money market and interest-bearing demand ..............................           $  6,186         $  1,495       $  1,528
Savings ...............................................................             10,764            7,471          5,965
Retail time deposits...................................................             13,687           14,151         18,211
                                                                                    ------         --------       --------
      Total retail interest expense                                                 30,637           23,117         25,704
                                                                                    ------         --------       --------

Jumbo certificates of deposit .........................................              1,713            3,287          2,574
Brokered certificates of deposit ......................................             10,541            6,738          4,241
                                                                                    ------         --------       --------

      Total interest expense on deposits                                          $ 42,891         $ 33,142       $ 32,519
                                                                                  ========         ========       ========
</TABLE>



                                      -68-

<PAGE>

9.  BORROWED FUNDS


<TABLE>
<CAPTION>
                                                                                       
                                                                                        Maximum
                                                                                         Amount                    Weighted
                                                                                      Outstanding      Average      Average
                                                                          Weighted      at Month        Amount      Interest
                                                               Balance    Average          End       Outstanding      Rate
                                                                End of    Interest     During the     During the   During the
                                                                Period      Rate         Period         Period       Period 
                                                               -------    --------    -----------    ----------- -------------    
                                                                                 (Dollars in Thousands)

          2000
          ----
<S>                                                           <C>           <C>         <C>           <C>            <C>  
FHLB advances............................................     $351,000      6.11%       $535,000      $397,672       5.90%
Trust preferred borrowings...............................       50,000      9.52          50,000        50,000       9.23
Federal funds purchased and securities
  sold under agreements to repurchase ...................       69,300      6.66         138,941       116,127       6.65
Other borrowed funds ....................................       23,338      4.57          25,155        21,213       4.05


          1999
          ----
FHLB advances............................................     $515,000      5.63%       $525,000      $473,458       5.33%
Trust preferred borrowings...............................       50,000      9.06          50,000        50,000       8.36
Federal funds purchased and securities
  sold under agreements to repurchase ...................      143,941      6.10         159,641       145,096       5.76
Other borrowed funds ....................................       13,524      4.14          16,103        11,448       4.11
</TABLE>




         Federal Home Loan Bank Advances

         Advances from the Federal Home Loan Bank (FHLB) of Pittsburgh with
fixed rates ranging from 4.86% to 7.43% at December 31, 2000 are due as follows:

                                                                        Weighted
                                                                        Average
                                                            Amount        Rate  
                                                            ------      --------
                                                          (Dollars in Thousands)
                                                          
       2001.........................................      $ 161,000      6.81%
       2002.........................................         65,000      4.86
                                                          ---------
                                                          $ 226,000
                                                          =========
            
         Also outstanding at December 31, 2000 are four advances, totaling
$125.0 million, with a weighted average rate of 5.87% maturing in 2002 and
beyond, which are convertible on a quarterly basis (at the discretion of the
FHLB) to a variable rate advance based upon the 3-month LIBOR rate, after an
initial fixed term. WSFS has the option to prepay these four advances at
predetermined times or rates. Pursuant to collateral agreements with the FHLB,
advances are secured by qualifying first mortgage loans, collateralized mortgage
obligations, FHLB stock and an interest-bearing demand deposit account with the
FHLB.

         As a member of the FHLB of Pittsburgh, WSFS is required to acquire and
hold shares of capital stock in the FHLB of Pittsburgh in an amount at least
equal to 1% of the aggregate unpaid principal of its home mortgage loans, home
purchase contracts, and similar obligations at the beginning of each year, or 5%
of its advances (borrowings) from the FHLB of Pittsburgh, whichever is greater.
WSFS was in compliance with this requirement with an investment in FHLB of
Pittsburgh stock at December 31, 2000, of $28.5 million.


                                      -69-

<PAGE>

         Senior Notes and Trust Preferred Borrowings

         In December 1993, the Corporation issued $32.0 million of 11% Senior
Notes (the Notes). The Corporation repurchased and extinguished $750,000 and
$2.2 million of the notes outstanding during 1996 and 1995, respectively. In
1998, the Corporation repurchased and extinguished the remaining $29.1 million
in senior notes prior to maturity recording an extraordinary loss on
extinguishment of debt of $1.5 million, net of $787,000 in tax benefit.

         On November 20, 1998, the Corporation issued $50.0 million of Trust
Preferred securities, due at December 1, 2028, pursuant to a shelf registration
under the Securities Act of 1933 under which the Corporation may sell, from time
to time, up to $75.0 million in aggregate purchase price of Trust Preferred
securities. These securities were issued at a floating rate of 250 basis points
over 3-month LIBOR, repricing quarterly. The maturity date on these securities
may be shortened to a date not earlier than December 1, 2003 if certain
conditions are met.

         The Trust Preferred securities were issued by a specially formed
subsidiary of the Corporation, a Delaware statutory trust, which invested the
proceeds in junior subordinated debentures to be issued by the Corporation. The
net proceeds from the sale of Trust Preferred securities were used primarily as
replacement financing for the early retirement of the Corporation's Notes, due
2005. The Corporation expects to benefit from significantly reduced long-term
financing costs and the flexibility of additional Bank regulatory capital.

         The Corporation also entered into an agreement to limit the interest
rate exposure in the trust preferred securities by purchasing an interest rate
cap, which provides a ceiling on 3-month LIBOR of 6.00% for the first ten years.
This will limit the interest rate exposure on the Trust Preferred securities to
no more than 8.50% through the first ten years. The cost of this
interest rate cap was $2.4 million, which, prior to the adoption of SFAS 133,
was to be amortized over the ten-year period as a yield adjustment. On January
1, 2000, the Corporation adopted SFAS No. 133 which changed the accounting
treatment of the cap. See Note 20 of the Financial Statements for a further
discussion. The effective rate of the Trust Preferred securities including
amortization of transactional costs and the change in the time value of the
interest rate cap was 9.52% and 9.06% at December 31, 2000 and 1999,
respectively. The Corporation received $220,000 in payments from the cap in
2000.

         Securities Sold Under Agreements to Repurchase

         During 2000, WSFS sold securities under agreements to repurchase as a
short-term funding source. At December 31, 2000, securities sold under
agreements to repurchase had fixed rates ranging from 6.59% to 6.76%. The
underlying securities are mortgage-backed securities with book and market values
aggregating $74.1 million and $73.5 million, respectively, at December 31, 2000.
Securities sold under agreements to repurchase with the corresponding carrying
and market values of the underlying securities are due as follows:


<TABLE>
<CAPTION>
                                                                                                 Collateral                         
                                                                           -----------------------------------------------
                                                                            Carrying           Market             Accrued
                                           Borrowing        Rate              Value            Value             Interest  
                                          ----------      -------          ----------         -------            ---------
<S>                                            <C>            <C>                  <C>            <C>                  <C>
                                                                        (Dollars in Thousands)
2000
----
Over 90 days.....................          $ 69,300          6.66%           $ 74,070          $ 73,458            $  405
                                          ---------       -------           ---------          --------            ------

                                           $ 69,300          6.66%           $ 74,070          $ 73,458            $  405
                                          =========       =======            ========          ========            ======

1999
----
Up to 30 days....................          $ 20,000          5.60%           $ 20,790          $ 20,790            $  465
30 to 90 days....................            25,000          5.24              27,036            26,649               138
Over 90 days.....................            93,941          6.48             101,939           100,180               575
                                           --------       -------            --------          --------            ------

                                           $138,941          6.13%           $149,765          $147,619            $1,178
                                           ========       =======            ========          ========            ======

</TABLE>



                                      -70-

<PAGE>

 Other Borrowed Funds

         Included in other borrowed funds are collateralized borrowings of $22.9
million and $13.5 million at December 31, 2000 and 1999, respectively,
consisting of outstanding retail repurchase agreements, contractual arrangements
under which portions of certain securities are sold on an overnight basis to
retail customers under agreements to repurchase. Such borrowings were
collateralized by collateralized mortgage obligations. The average rate on these
borrowings was 4.10% and 4.11% at December 31, 2000 and 1999 respectively. Also
included in other borrowed funds is capital leases totaling $412,000 and $51,000
at December 31, 2000 and 1999, respectively. The average rate on these capital
leases was 16.53% and 14.92% at December 31, 2000 and 1999, respectively.

         Cost of funding discontinued operations

         A certain amount of WSFS' funding costs were allocated towards the
funding of discontinued operations. See Note 2 of the Financial Statements for
further discussion.


10. STOCKHOLDERS' EQUITY

         Under Office of Thrift Supervision (OTS) capital regulations, savings
institutions, such as WSFS, must maintain "tangible" capital equal to 1.5% of
adjusted total assets, "core" capital equal to 4.0% of adjusted total assets,
"Tier 1" capital equal to 4.0% of risk-weighted assets and "total" or
"risk-based" capital (a combination of core and "supplementary" capital) equal
to 8.0% of risk-weighted assets. Failure to meet minimum capital requirements
can initiate certain mandatory - and possibly additional discretionary - actions
by regulators that, if undertaken, could have a direct material effect on WSFS'
financial statements. At December 31, 2000 and 1999 WSFS was in compliance with
regulatory capital requirements and was deemed a "well-capitalized" institution.


                                      -71-

<PAGE>

         The following table presents WSFS' consolidated capital position as of
December 31, 2000 and 1999:


<TABLE>
<CAPTION>
                                                                                                       To Be Well-Capitalized
                                                        Consolidated               For Capital        Under Prompt Corrective
                                                        Bank Capital            Adequacy Purposes         Action Provisions
                                                    ---------------------     -------------------     ------------------------      
                                                    Amount        Percent       Amount    Percent       Amount         Percent  
                                                    ------       --------       ------    -------       ------         -------
                                                                             (Dollars in Thousands)
<S>                                                   <C>           <C>            <C>           <C>       <C>           <C> 
 As of December 31, 2000:
   Total Capital (to risk-weighted assets)         $151,280        12.72%     $95,142      8.00%      $118,927         10.00%
   Core Capital (to adjusted tangible assets)       144,889         8.31       69,757      4.00         87,197          5.00
   Tangible Capital (to tangible assets)..          144,865         8.31       26,159      1.50            N/A           N/A
   Tier 1 Capital (to risk-weighted assets)         144,889        12.18          N/A       N/A         71,356          6.00

 As of December 31, 1999:
   Total Capital (to risk-weighted assets)         $145,383        12.80%     $90,838      8.00%      $113,547         10.00%
   Core Capital (to adjusted tangible assets)       136,811         7.80       70,174      4.00         87,718          5.00
   Tangible Capital (to tangible assets)..          136,638         7.79       26,313      1.50            N/A           N/A
   Tier 1 Capital (to risk-weighted assets)         136,811        12.05          N/A       N/A         68,128          6.00
</TABLE>


      The Corporation has a simple capital structure with one class of $ .01 par
 common stock outstanding, each share having equal voting rights. In addition,
 the Corporation has authorized 7,500,000 shares of $0.01 par preferred stock.
 No preferred stock was outstanding at December 31, 2000 and 1999. The Trust
 Preferred securities issued in 1998 qualify as Tier 1 capital. WSFS is
 prohibited from paying any dividend or making any other capital distribution
 if, after making the distribution, WSFS would be undercapitalized within the
 meaning of the OTS Prompt Corrective Action regulations. Since 1996, the Board
 of Directors has approved five separate stock repurchase programs to reacquire
 common shares. As part of these programs, the Corporation acquired 1.7 million
 shares in 1996, 507,000 shares in 1997, 1.0 million shares in 1998, 340,000
 shares in 1999, and 1.1 million shares in 2000. At December 31, 2000, the
 Corporation held 4.6 million shares of its common stock in the treasury.

         The Holding Company

         Although the holding company does not have significant assets or engage
 in significant operations separate from WSFS, the Corporation has agreed to
 cause WSFS' required regulatory capital level to be maintained by infusing
 sufficient additional capital as necessary. To that end, the Corporation issued
 the 11% Senior Notes described in Note 9 of the Financial Statements. These
 notes were called in December 1998. In November 1998, the Corporation issued
 $50 million of Trust Preferred securities at a variable interest rate of 250
 basis points over the 3-month LIBOR. At December 31, 2000, the coupon rate on
 these securities was 8.50% with a scheduled maturity of December 1, 2028. The
 Corporation purchased an interest rate cap that effectively limits 3-month
 LIBOR to 6.00% until 2008. The effective rate of these securities, including
 amortization of issuance costs and the cost of the interest rate cap was 9.52%
 at December 31, 2000. These securities were issued by WSFS Financial
 Corporation's subsidiary, WSFS Capital Trust I, and the proceeds from the issue
 were invested in Junior Subordinate Debentures issued by WSFS Financial
 Corporation. These securities are treated as borrowings with the interest
 included in interest expense on the consolidated statement of operations. The
 Corporation purchased an interest rate cap that effectively limits 3-month
 LIBOR to 6.00% until 2008. See Note 9 of the Financial Statements for
 additional information. The proceeds were used primarily to extinguish the 11%
 Senior Notes and for general corporate purposes.

         Pursuant to federal laws and regulations, WSFS' ability to engage in
 transactions with affiliated corporations is limited, and WSFS generally may
 not lend funds to nor guarantee indebtedness of the Corporation.


                                      -72-

<PAGE>

 11. EMPLOYEE BENEFIT PLANS

         Employee 401(k) Savings Plan

         Certain subsidiaries of the Corporation maintain a qualified plan in
 which employees may participate. Participants in the plan may elect to direct a
 portion of their wages into investment accounts which include professionally
 managed mutual and money market funds and the Corporation's common stock. The
 principal and earnings thereon are tax deferred until withdrawn, generally. The
 Company matches a portion of the employees' contributions and also periodically
 makes discretionary contributions, based on Company performance, into the plan
 for the benefit of employees. The Corporation's contributions to the plan on
 behalf of its employees resulted in an expenditure of $848,000, $670,000 and
 $616,000 for 2000, 1999 and 1998, respectively. All Company contributions are
 made in the form of the Corporation's common stock. The plan purchased 105,000,
 75,000 and 50,000 shares of common stock of the Corporation during 2000, 1999,
 and 1998, respectively.


         Postretirement Benefits

         The Corporation shares certain costs of providing health and life
 insurance benefits to retired employees (and their eligible dependents).
 Substantially all employees may become eligible for these benefits if they
 reach normal retirement age while working for the Corporation.

         The Corporation accounts for its obligations under the provisions of
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions." SFAS No. 106 requires that the costs of these benefits be recognized
over an employee's active working career.

         In December 1998 the Corporation adopted SFAS No. 132, "Employer's
Disclosure About Pensions and Other Post Retirement Benefits" which standardized
the applicable disclosure requirements.


                                      -73-

<PAGE>

         The following disclosures are in accordance with SFAS No. 132,
"Employer's Disclosure About Pensions and Other Postretirement Benefits":



<TABLE>
<CAPTION>
                                                                                           At or for the Year Ended
                                                                                      ---------------------------------
                                                                                         2000         1999         1998
                                                                                         ----         ----         ----
                                                                                             (Dollars in Thousands)
<S>                                                                                      <C>         <C>            <C> 
Change in Benefit Obligation:
Benefit obligation at beginning of year.........................................      $ 1,058      $ 1,428     $ 1,350
Service cost....................................................................           36           43          40
Interest cost...................................................................           74           93          91
Actuarial loss (gain)...........................................................           47         (404)         44
Benefits paid ..................................................................         (129)        (102)        (97)
                                                                                      -------      -------     -------
      Benefit obligation at end of year.........................................      $ 1,086      $ 1,058     $ 1,428
                                                                                      =======      =======     =======

Change in plan assets:
Fair value of plan assets at beginning of year..................................      $     -      $     -     $     -
Employer contributions .........................................................          129          102          97
Benefits paid ..................................................................         (129)        (102)        (97)     
                                                                                      -------      -------     -------
      Fair value of plan assets at end of year..................................      $     -      $     -      $    -     
                                                                                      =======      =======     =======    

Funded Status:
Funded status...................................................................     $ (1,086)     $(1,058)    $(1,428)
Unrecognized transition (asset) obligation......................................          736          797         859
Unrecognized net (gain) loss....................................................         (263)        (332)         72
                                                                                      -------      -------     -------
      Net amount recognized.....................................................      $  (613)     $  (593)    $ (497)
                                                                                      =======      =======     =======

Components of net periodic benefit cost:
Service cost....................................................................      $    36      $    43     $    40
Interest cost...................................................................           74           93          91
Amortization of transition (asset) obligation ..................................           61           61          61
Amortization of net (gain) loss ................................................          (21)           -           -  
                                                                                      -------      -------     -------
 
      Net periodic benefit cost.................................................      $   150      $   197     $   192
                                                                                      =======      =======     =======

Sensitivity analysis:
Effect of +1% on service cost plus interest cost................................      $     -   $        2     $     2
Effect of -1% on service cost plus interest cost................................            -                       (2)
Effect of +1% on APBO...........................................................            2            1          31
Effect of -1% on APBO...........................................................           (1)          (1)        (35)

Assumptions used to value the Accumulated Postretirement Benefit
  Obligation (APBO):
       Discount rate............................................................         7.50%        7.50%       6.75%
       Health care cost trend rate..............................................         7.00%        7.50%       8.00%
</TABLE>


         The Corporation assumes that the average annual rate of increase for
medical benefits will decrease by one-half of 1% per year and stabilizes in the
year 2005, and thereafter, at an average increase of 5% per annum. The costs
incurred for retirees' health care are limited since certain current and all
future retirees are restricted to an annual medical premium cap indexed since
1995 by the lesser of 4% or the actual increase in medical premiums paid by the
Corporation. For 2000 this annual premium cap amounted to $1,824 per retiree.


                                      -74-

<PAGE>

12.  TAXES ON INCOME

         The Corporation and its subsidiaries file a consolidated federal income
tax return and separate state income tax returns. The income tax provision
(benefit) consists of the following:


<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,          
                                                                                 ---------------------------------------
                                                                                   2000           1999            1998
                                                                                 -------        --------         -------
                                                                                               (In Thousands)
<S>                                                                                <C>             <C>              <C>
From Current Operations:
Current income taxes:
     Federal taxes ....................................................          $ 8,451        $  (214)         $   562
     State and local taxes.............................................              541            537            1,295
  Deferred income taxes:
     Federal taxes ....................................................           (2,406)          (202)           3,709
     State and local taxes ............................................                -              -                -
                                                                                 -------        -------          -------
           Subtotal ...................................................          $ 6,586        $   121          $ 5,566

From Discontinued Operations:
Current income taxes:
     Federal taxes ....................................................          $(3,475)       $   947          $   655
     State and local taxes.............................................              202            135               94
Deferred income taxes:
     Federal taxes ....................................................           (2,159)             -                -
     State and local taxes ............................................              (41)             -                -
                                                                                 -------        -------          -------
           Subtotal ...................................................          $(5,473)       $ 1,082          $   749

Current taxes from extraordinary item:
     Federal taxes on SFAS no. 133 adoption............................             (837)             -                -
     Federal taxes on debt extinguishment .............................                -              -             (787)
                                                                                 -------        -------          -------
                                                                                 $   276        $ 1,203          $ 5,528
                                                                                 =======        =======          =======
</TABLE>


         Current federal income taxes include taxes on income that cannot be
offset by net operating loss carryforwards.

         Based on the Corporation's history of prior earnings and its
expectations of the future, management believes that operating income and the
reversal pattern of its temporary differences will, more likely than not, be
sufficient to realize a net deferred tax asset of $2.1 million at December 31,
2000. Adjustments to the valuation allowance were made in 2000, 1999, and 1998
as a result of continued operating earnings of the Corporation's consolidated
group and other events.


                                      -75-

<PAGE>

         Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The following
is a summary of the significant components of the Corporation's deferred tax
assets and liabilities as of December 31, 2000, 1999 and 1998:


<TABLE>
<CAPTION>
                                                                                  2000            1999            1998  
                                                                                --------        --------        --------
                                                                                              (In Thousands)
<S>                                                                                <C>             <C>            <C> 
Deferred tax liabilities:
     Accelerated depreciation..........................................         $(26,502)       $(29,344)       $(25,205)
     Other.............................................................             (174)         (1,849)           (134)
                                                                                --------        --------        --------
Total deferred tax liabilities.........................................          (26,676)        (31,193)        (25,339)
                                                                                --------        --------        --------

Deferred tax assets:
     Bad debt deductions...............................................           12,151           9,992           9,287
     Tax credit carryforwards..........................................            1,125           2,930           2,259
     Net operating loss carryforwards..................................            7,718          15,284          14,761
     Loan fees.........................................................              155             215             283
     Provisions for losses on reverse mortgages........................           12,350          13,069          15,199
     Discontinued operations.............................................          2,159               -               -
     Other.............................................................            1,283           2,165           3,051
     Unrealized gains/losses on available-for-sale securities..........               22           1,758            (127)
     Investments in nonwholly-owned subsidiaries.......................            1,958             343               -
                                                                                --------        --------        --------



Total deferred tax assets..............................................           38,921          45,756          44,713
                                                                                --------        --------        --------

Valuation allowance....................................................          (10,147)        (14,902)        (21,800)
                                                                                --------        --------        --------
Net deferred tax asset (liability).....................................         $  2,098        $   (339)       $ (2,426)
                                                                                ========        ========        ========
</TABLE>


         Approximately $18.0 million of the Corporation's deferred tax assets
are related to write-downs and income on its portfolio of reverse mortgages.
Management has assessed substantial valuation allowances on these deferred tax
assets due to limitations imposed by the Internal Revenue Code (Code) and
uncertainties, including the timing of when these assets are realized.

         Included in the preceding table above is the effect of certain
temporary differences for which no deferred tax expense or benefit was
recognized. Such items consisted primarily of unrealized gains and losses on
certain investments in debt and equity securities accounted for under SFAS No.
115 and certain adjustments in nonwholly-owned subsidiaries. An increase in 2000
for the deferred tax liabilities for investments in nonwholly-owned subsidiaries
for which no deferred tax expense was recognized was $433,000.


                                      -76-

<PAGE>

         Net operating loss carryforwards of $53.4 million remain at December
31, 2000. The expiration dates and amounts of such carryforwards and credits are
listed below:
                                                                 NOLs           
                                                    ----------------------------
                                                     Federal              State 
                                                    --------            --------
                                                            (In Thousands)
2004........................................        $      -            $  4,907
2005........................................           1,308              10,857
2006........................................           1,098                   -
2007........................................               -               3,723
2008........................................           6,515               4,745
2009........................................           6,755                   -
2012........................................               -                 346
2013........................................               -                 112
2014........................................               -               3,205
2018........................................               -               9,818
                                                    --------            --------
                                                    $ 15,676            $ 37,713
                                                    ========            ========
                                            

         The Corporation's ability to use its federal NOLs to offset future
income is subject to restrictions enacted in Section 382 of the Internal Revenue
Code. These restrictions would limit the Corporation's future use of its NOLs if
there are significant Ownership Changes, in or acquisitions of, the
Corporation's stock (referred to herein as an "Ownership Change"). The
utilization of approximately $15.7 million of net operating loss carryforwards
is limited to approximately $1.5 million each year as a result of such
"Ownership Changes" in a former subsidiary's stock.

         A reconciliation setting forth the differences between the effective
tax rate of the Corporation and the U.S. Federal Statutory tax rate is as
follows:
                                                      Year Ended December 31,   
                                                   ----------------------------
                                                   2000        1999        1998
                                                   ----        ----        ----
                                                   
Statutory federal income tax rate .............    35.0%      35.0%        35.0%
State tax net of federal tax benefit...........    21.3        2.2          3.7
Interest income 50% excludable.................    (6.7)      (3.8)        (3.3)
Utilization of loss carryforwards and              
       valuation allowance adjustments.........   (42.1)     (28.2)        (9.4)
Other..........................................    (5.0)       0.8            - 
                                                  -----      -----        -----
Effective tax rate                                  2.5%       6.0%       26.09%


                                      -77-

<PAGE>

13. STOCK OPTION PLANS

         The Corporation has stock options outstanding under two stock option
plans (collectively, Option Plans) for officers, directors and employees of the
Corporation and its subsidiaries. The 1986 Stock Option Plan (1986 Plan) expired
on November 26, 1996, the tenth anniversary of its effective date. As a result,
no future awards may be granted under the 1986 Plan. The 1997 Stock Option Plan
(1997 Plan) was approved by shareholders to replace the expired 1986 Plan. The
1997 Plan will terminate on the tenth anniversary of its effective date, after
which no awards may be granted. On April 27, 2000, at the Annual Meeting of
Stockholders', the stockholders approved an amendment to the 1997 Stock Option
Plan to increase the number of shares reserved for issuance under the 1997 Plan
to 1,165,000. At December 31, 2000 there were 357,095 shares available for
future grants under the 1997 Plan.

         The Option Plans provide for the granting of incentive stock options as
defined in Section 422 of the Internal Revenue Service Code as well as
nonincentive stock options (collectively, Stock Options), phantom stock awards
and stock appreciation rights. All awards are to be granted at not less than the
market price of the Corporation's common stock on the date of the grant and
expire no later than ten years from the grant date. All stock options granted
prior to October 1996 are exercisable one year from the date of grant. All stock
options granted after October 1996 are exercisable one year from grant date and
vest in 20% per annum increments. All awards generally become immediately
exercisable in the event of a change in control, as defined, within the Option
Plans.

         The Corporation also had Stock Appreciation Rights (SARs) which expired
in November 1999. SARs allowed an optionee to surrender the award in
consideration for payment by the Corporation of an amount equal to the excess of
the fair market value of the common stock over the option price of the SARs. The
Corporation recorded credits related to SARs of $147,000 and $261,000 in 1999
and 1998, respectively. There were no SAR's outstanding at December 31, 2000 and
1999.

         A summary of the status of the Corporation's Option Plans as of
December 31, 2000, 1999 and 1998, and changes during the years then ending is
presented below:


<TABLE>
<CAPTION>
                                               2000                          1999                           1998
                                    ----------------------------   ----------------------------   ---------------------------
                                                    Weighted-                     Weighted-                      Weighted-
                                                     Average                      Average                        Average
                                      Shares      Exercise Price     Shares    Exercise Price      Shares     Exercise Price   
                                    ---------   ----------------   ----------  ----------------    -------   ----------------
<S>                                        <C>           <C>           <C>            <C>            <C>               <C>
Stock Options:
-------------
Outstanding at beginning of year      530,055       $ 14.88         333,655       $ 11.55         334,915        $  7.96
Granted                               372,700         12.30         298,225         14.75          96,900          17.47
Exercised                             (15,890)         6.53        (101,825)         3.59         (73,100)          2.43
Canceled                              (60,520)        15.09               -             -         (25,060)         13.07
                                      -------                       -------                       -------
Outstanding at end of year            826,345       $ 13.84         530,055       $ 14.88         333,655        $ 11.55
Exercisable at end of year            156,484                        82,830                       136,435        
                                                                                                                 
Weighted-average fair value                                                                                      
 of awards granted                    $  4.69                       $  6.15                       $  6.88        
                                                                                                                 
SARs:                                                                                                            
Outstanding at beginning of year            -       $     -          97,510       $  1.65         190,658        $  1.75
Granted                                     -             -               -             -               -              -
Exercised                                   -             -         (97,510)         1.65         (93,148)          1.85
Canceled                                    -             -               -             -               -              -
                                      -------                       -------                       -------
Outstanding at end of year                  -             -               -             -          97,510        $  1.65
Exercisable at end of year                  -             -               -             -          97,510        
</TABLE>



                                      -78-

<PAGE>

         The Black-Scholes option-pricing model was used to determine the
grant-date fair-value of options. Significant assumptions used in the model
included a weighted average risk-free rate of return of 6.0% in 2000, 5.6% in
1999, and 4.6% in 1998; expected option life of 6 years for all three years'
awards; and expected stock price volatility of 35% for 2000, 1999 and 1998
awards. Cash dividends of $.16 per share were assumed for 2000, $.12 per share
in 1999 and $.09 per share in 1998.

         SFAS No. 123, "Accounting for Stock-based Compensation" (SFAS 123)
encourages, but does not require, the adoption of fair-value accounting for
stock-based compensation to employees. The Company, as permitted, has elected
not to adopt the fair value accounting provisions of SFAS 123, and has instead
continued to apply APB Opinion 25 and related interpretations in accounting for
the stock plans and to provide the required proforma disclosures of SFAS 123.
Had the grant-date fair-value provisions of SFAS 123 been adopted, the
Corporation would have recognized compensation expense of $1.3 million in 2000,
$821,000 in 1999 and $349,000 in 1998 related to its Option Plans. As a result,
proforma net income from continuing operations for the Corporation would have
been $14.7 in 2000, $17.5 million in 1999 and $15.1 million in 1998, and
proforma diluted earnings per share would from continuing operations have been
$1.37 in 2000, $1.53 in 1999 and $1.21 in 1998.

         The effects on proforma net income and diluted earnings per share of
applying the disclosure requirement of SFAS 123 in past years may not be
representative of the future proforma effects on net income and EPS due to the
vesting provisions of the options and future awards that are available to be
granted.

         The following table summarizes all stock options outstanding and
exercisable for Option Plans as of December 31, 2000, segmented by range of
exercise prices:


<TABLE>
<CAPTION>
                                                  Outstanding                                       Exercisable               
                                  ---------------------------------------------------          ---------------------
                                                   Weighted-            Weighted-                          Weighted-
                                                    Average              Average                            Average
                                                   Exercise             Remaining                          Exercise
                                  Number             Price          Contractual Life           Number        Price             
                                  ------          ----------        ----------------           ------      ---------
<S>                                  <C>              <C>                  <C>                    <C>          <C> 
Stock Options:

$ 9.41-$11.29                     225,080           $10.56              9.2 years              28,760       $  9.44
$11.29-$13.17                      73,800            11.68              8.8 years               7,380         12.75
$13.17-$15.05                     394,725            14.78              8.8 years              54,724         14.73
$15.05-$16.93                       3,100            16.08              6.2 years               1,600         15.93
$16.93-$18.81                     129,640            17.94              7.1 years              64,020         18.08
                                  -------            -----              ---------             -------        ------

Total                             826,345           $13.84              8.6 years             156,484        $15.04
                                  =======                                                     =======

</TABLE>


                                      -79-


<PAGE>


14.  COMMITMENTS AND CONTINGENCIES

         Lending Operations

         At December 31, 2000, the Corporation had commitments to extend credit
of $156.8 million. Consumer lines of credit totaled $66.2 million of which $57.3
million was secured by real estate. Outstanding letters of credit were $2.8
million and outstanding commitments to make or acquire mortgage loans aggregated
$10.1 million of which approximately $5.6 million were at fixed rates ranging
from 6.00% to 8.375%, and approximately $4.5 million were at variable rates
ranging from 5.75% to 8.50%. All mortgage commitments are expected to have
closing dates within a six month period.


         Computer Operations

         In February 1997, WSFS entered into a five-year contract with ALLTEL,
the company that has been managing data processing operations since 1988. In
2000 the Company reduced the scope of the original agreement with this data
processing management company by (1) assuming the responsibility for the
"back-office" functions of deposit and loan operations and (2) outsourcing the
network operations function to MCI/WorldCom and Intergraph Corporation. The
revised projected amount of future minimum payments contractually due ALLTEL are
as follows:

           2001 .....................................       $2,520,000
           2002......................................          420,000

         In September 2000, the Company entered into a five-year contract with
MCI/WorldCom and Intergraph Corporation to manage network operations. The
projected amount of future minimum payments contractually due are as follows:

           2001 .....................................       $1,249,000
           2002......................................        1,285,000
           2003......................................        1,323,000
           2004......................................        1,362,000
           2005......................................        1,238,000


         Legal Proceedings

         In the ordinary course of business, the Corporation, WSFS and its
subsidiaries are subject to legal actions which involve claims for monetary
relief. Based upon information presently available to management and its
counsel, it is management's opinion that any legal and financial responsibility
arising from such claims will not have a material adverse effect on the
Corporation's results of operations.

         WSFS, as successor to Providential, may from time-to-time be involved
in arbitration or litigation with the borrowers or with the heirs of borrowers.
Some kinds of disputes may delay or impair WSFS' ability to liquidate its
collateral promptly after maturity of a reverse mortgage loan. Because reverse
mortgages are a relatively new and uncommon product, there can be no assurances
regarding how courts or arbitrators may apply existing legal principles to the
interpretation and enforcement of the terms and conditions of WSFS' reverse
mortgage loans.

                                      -80-




<PAGE>


         Financial Instruments With Off-Balance Sheet Risk

         The Corporation is a party to financial instruments with off-balance
sheet risk in the normal course of business primarily to meet the financing
needs of its customers. These financial instruments involve, to varying degrees,
elements of credit risk that are not recognized in the Consolidated Statement of
Condition.

         Exposure to loss for commitments to extend credit and standby letters
of credit written is represented by the contractual amount of those instruments.
The Corporation generally requires collateral to support such financial
instruments in excess of the contractual amount of those instruments and
essentially uses the same credit policies in making commitments as it does for
on-balance sheet instruments.

         The following represents a summary of off-balance sheet financial
instruments at year-end:
                                                                   
                                                                   December 31,
                                                         -----------------------
                                                           2000            1999
                                                         --------         ------
                                                               (In Thousands)
Financial instruments with contract amounts which 
  represent potential credit risk:
       Construction loan commitments ...................  $32,207        $21,931
       Commercial mortgage loan commitments ............    6,425          4,955
       Commercial loan commitments .....................   39,057         30,686
       Commercial standby letters of credit ............    2,829          1,406
       Residential mortgage loan commitments ...........   10,104         22,996
       Consumer lines of credit ........................   66,211         65,838

         Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being completely drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. Standby letters of credit
written are conditional commitments issued to guarantee the performance of a
customer to a third party. The Corporation evaluates each customer's
creditworthiness and obtains collateral based on management's credit evaluation
of the counterparty.


                                      -81-






<PAGE>


15. FAIR VALUE OF FINANCIAL INSTRUMENTS

         The reported fair values of financial instruments are based on a
variety of factors. In certain cases, fair values represent quoted market prices
for identical or comparable instruments. In other cases, fair values have been
estimated based on assumptions regarding the amount and timing of estimated
future cash flows which are discounted to reflect current market rates and
varying degrees of risk. Accordingly, the fair values may not represent actual
values of the financial instruments that could have been realized as of year-end
or that will be realized in the future. In November 1998, the Corporation
purchased an interest rate cap in order to limit its exposure on $50.0 million
of variable Trust Preferred Securities issued in November 1998. The cap has a
notional amount of $50.0 million and a term of 10 years. This derivative
instrument caps 3-month LIBOR (the base rate of the trust preferred) at 6.00%
for 10 years, thus limiting the Company's exposure to rising interest rates on
the Trust Preferred offering.


         The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that value:

         Cash and Short-Term Investments: For cash and short-term investments,
including due from banks, federal funds sold, securities purchased under
agreements to resell and interest-bearing deposits with other banks, the
carrying amount is a reasonable estimate of fair value.

         Investment and Mortgage-Backed Securities: Fair value for investment
securities is based on quoted market prices, where available. If a quoted market
price is not available, fair value is estimated using quoted prices for similar
securities.

         Investment in Reverse Mortgages: The fair value of the Corporation's
investment in reverse mortgages is based on discounted net cash flows. The
discount rate utilized in determining such fair value is based on current rates
of similar instruments with comparable maturities.

         Loans: Fair values are estimated for portfolios of loans with similar
financial characteristics. Loans are segregated by type: commercial, commercial
mortgages, construction, residential mortgages and consumer. The fair value of
residential mortgage loans is estimated using quoted market prices for sales of
whole loans with similar characteristics such as repricing dates, product type
and size. For residential loans that reprice frequently, the carrying amount
approximates fair value. The fair value of other types of loans for which quoted
market prices are not available is estimated by discounting expected future cash
flows using the current rates at which similar loans would be made to borrowers
with comparable credit ratings and for similar remaining maturities. The fair
value of nonperforming loans is based on recent external appraisals of the
underlying collateral. Estimated cash flows, discounted using a rate
commensurate with current rates and the risk associated with the estimated cash
flows, are utilized if appraisals are not available.

         Interest Rate Cap:  The fair value is estimated using quoted prices for
similar instruments.

         Deposit Liabilities: The fair value of deposits with no stated
maturity, such as noninterest-bearing demand deposits, money market and
interest-bearing demand deposits and savings deposits, is equal to the amount
payable on demand. The carrying value of variable rate time deposits and time
deposits that reprice frequently also approximates fair value. The fair value of
the remaining time deposits is based on the discounted value of contractual cash
flows. The discount rate is estimated using the rates currently offered for
deposits with comparable remaining maturities.

         Borrowed Funds: Rates currently available to the Corporation for debt
with similar terms and remaining maturities are used to estimate fair value of
existing debt.


                                      -82-



<PAGE>


         Off-Balance Sheet Instruments: The fair value of off-balance sheet
instruments, including commitments to extend credit and standby letters of
credit, is estimated using the fees currently charged to enter into similar
agreements with comparable remaining terms and reflects the present
creditworthiness of the counterparties.

        The carrying amount and estimated fair value of the Corporation's
financial instruments are as follows:



<TABLE>
<CAPTION>
                                                                                         December 31,                 
                                                                ---------------------------------------------------------   
                                                                          2000                               1999 
                                                                ------------------------           ----------------------  
                                                                Carrying        Fair               Carrying        Fair
                                                                 Amount         Value              Amount          Value 
                                                                --------      ----------           -------         ------
                                                                                         (In Thousands)
<S>                                                            <C>           <C>                 <C>          <C>   
Financial assets:
     Cash and short-term investments.................          $   98,667    $   98,667          $   67,192   $   67,192
     Investment securities...........................              29,740        29,932              37,473       37,281
     Mortgage-backed securities......................             339,718       338,659             447,749      439,003
     Investment in reverse mortgages.................              33,683        36,650              28,103       29,003
     Loans, net......................................             963,491       976,125             860,573      864,903
     Interest rate cap...............................               1,997         1,997               2,131        4,944

Financial liabilities:
     Deposits........................................           1,121,591     1,122,754             910,090      910,661
     Borrowed funds..................................             493,638       481,282             722,465      686,288
</TABLE>




      The estimated fair value of the Corporation's off-balance sheet financial
instruments is as follows:
                                                                 
                                                                 December 31,  
                                                           ---------------------
                                                           2000             1999
                                                           ----             ----
                                                               (In Thousands) 
                                                                           
Off-balance sheet instruments:
     Commitments to extend credit.......................  $  878         $  806
     Standby letters of credit..........................      28             14



16.  INVESTMENT IN AND ACQUISITION OF REVERSE MORTGAGES

         Reverse mortgage loans are contracts that require the lender to make
monthly advances throughout the borrower's life or until the borrower relocates,
prepays or the home is sold, at which time the loan becomes due and payable.
Since reverse mortgages are nonrecourse obligations, the loan repayments are
generally limited to the sale proceeds of the borrower's residence, and the
mortgage balance consists of cash advanced, interest compounded over the life of
the loan and a premium which represents a portion of the shared appreciation in
the home's value, if any, or a percentage of the value of the residence.


                                      -83-



<PAGE>


         The Corporation accounts for its investment in reverse mortgages in
accordance with the instructions provided by the staff of the Securities and
Exchange Commission entitled "Accounting for Pools of Uninsured Residential
Reverse Mortgage Contracts" which requires grouping the individual reverse
mortgages into "pools" and recognizing income based on the estimated effective
yield of the pool. In computing the effective yield, the Corporation must
project the cash inflows and outflows of the pool including actuarial
projections of the life expectancy of the individual contract holder and changes
in the collateral values of the residence. At each reporting date, a new
economic forecast is made of the cash inflows and outflows of each pool of
reverse mortgages; the effective yield of each pool is recomputed, and income is
adjusted retroactively and prospectively to reflect the revised rate of return.
Accordingly, the value of reverse mortgage assets include significant risk
associated with estimations.

         In November 1994, the Corporation purchased Providential Home Income
Plan, Inc., a California-based reverse mortgage lender, for approximately $24.4
million. Providential's assets at acquisition primarily consisted of cash and
its investment in reverse mortgages (the "1994 Pool"). Providential's results
have been included in the Corporation's consolidated statement of operations
since the acquisition date. In November 1996 the management and operations of
Providential were merged into WSFS. The carrying value of the reverse mortgages
was $17.2 million and $11.4 million at December 31, 2000 and December 31, 1999,
respectively. Of the 526 loans that comprise the 1994 pool at December 31, 2000,
all are located in California.

         In 1993, the Corporation acquired a pool of reverse mortgages (the
"1993 Pool") from the FDIC and another lender. The Corporation's investment in
this pool of reverse mortgages totaled $16.5 million and $16.7 million at
December 31, 2000 and December 31, 1999, respectively. Of the 318 loans that
comprise the 1993 Pool at December 31, 2000, 261 loans, or 82%, are located in
Delaware, New Jersey, Pennsylvania and Maryland.


                                      -84-





<PAGE>


         At December 31, 2000, the Corporation's estimate of net cash flows from
each pool of reverse mortgages was as follows:


                                                  Net Inflows (Outflows)        
                                       -----------------------------------------
                                       1994 Pool        1993 Pool          Total
                                       ---------        ---------          -----
                                                     (In Thousands)
Year ending:
------------

2001................................. $   5,166        $   1,240       $   6,406
2002.................................     6,335            1,953           8,288
2003.................................     6,454            1,975           8,429
2004.................................     6,477            1,968           8,445
2005.................................     6,449            1,935           8,384
2006-2010............................    29,956            8,473          38,429
2011-2015............................    22,658            5,493          28,151
2016-2020............................    13,635            2,696          16,331
Thereafter...........................     8,914            1,267          10,181


         The effective yield used to accrue investment income on the
Corporation's investment in reverse mortgages is sensitive to changes in
collateral values and other actuarial and prepayment assumptions. Future
estimated changes in collateral values in 2000 are as follows for each pool:

                                                            1994           1993
                                                            Pool           Pool
                                                            ----           ----

Year ended December 31, 2001......................          2.00%          1.00%
Year ended December 31, 2002......................          2.00           1.00
Thereafter........................................          2.00           1.00


         In making these estimates of current and expected collateral values,
 the Corporation considers its own experience with reverse mortgages that have
 matured and expected rates of future appreciation in housing prices. The
 projections also incorporate actuarial estimates of contract terminations using
 mortality tables published by the Office of the Actuary of the United States
 Bureau of Census adjusted for expected prepayments and relocations. The
 carrying value of reverse mortgages is affected by actual cash flows as well as
 estimates of timing of future cash flows and collateral values. Furthermore,
 since the 1994 pool was purchased at a significant discount to face value,
 changes in collateral value can have a leveraged effect on book value. As such,
 the value of the Company's reverse mortgage portfolio can very significantly
 from period to period.

         The changes in collateral values and actuarial assumptions resulted in
an effective yield of approximately 41.87% at December 31, 2000 on the 1994 Pool
and increased income by $10,215,000 during 2000 over the anticipated effective
yield at January 1, 2000. Included in this increase was a cumulative positive
catch-up adjustment of $7,861,000. The effective yield on the 1993 Pool was
6.62% at December 31, 2000, reflecting a $3,266,000 increase in income over the
anticipated effective yield at January 1, 2000, which includes a cumulative
catch-up adjustment of $2,989,000.


                                      -85-




<PAGE>


         The effect on the yield and income assuming no changes in collateral
values or a 1% annual reduction in the aforementioned projected future changes
of collateral values is presented below for the year ended December 31, 2000:


<TABLE>
<CAPTION>                                        
                                                                                         
                                                               1994 Pool                                 1993 Pool                 
                                                    ---------------------------------     ------------------------------------------
                                                                     1% annual                                         1% annual
                                                                     reduction                                         reduction
                                                    No future     in the projected            No future            in the projected
                                                    changes in     future changes             changes in             future changes
                                                    collateral       in collateral           collateral             in collateral
                                                      values            values                 values                    values   
                                                    ------------   ------------------     ---------------       --------------------
                                                           (Dollars in Thousands)

<S>                                                   <C>               <C>                      <C>                  <C>  
Effective yield................................       41.22%            41.57%                    6.23%                  6.23%
Effect on income of reverse mortgages..........     $(1,364)           $ (689)                  $ (969)                $ (969)
</TABLE>





         The cumulative catch-up adjustments included in the above reductions in
income are $820,000 and $449,000, respectively, at January 1, 2000 for the 1994
Pool. The cumulative catch-up adjustments included in the above reductions in
income are $836,000 and $836,000, respectively, at January 1, 2000 for the 1993
Pool.


17.   SEGMENT INFORMATION

         Under the definition of SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information", the Corporation had three operating
segments in 2000: WSFS, C1FN and WNF. C1FN and WNF are not wholly-owned, but are
majority-controlled subsidiaries that began operating in 1999. As majority
controlled subsidiaries, they are included in consolidated Financial Statements,
including segment reporting.

         The operation of WCC, which provided auto loans and leases indirectly
through unrelated auto dealerships within the Mid-Atlantic region, was
discontinued in 2000 and therefore no longer defined as a business segment. The
segment information for 2000, 1999 and 1998 has been restated to reflect this
change. In 1998, excluding the discontinued segment, WCC, the Corporation had
only one segment: Wilmington Savings Fund Society, FSB (WSFS) and thus, no
separate segment information is provided for 1998.

         The WSFS segment provides financial products within its geographical
footprint through its branch network to consumer and commercial customers. C1FN
received an additional investment in December 2000, which reduced WSFS'
ownership from 42% to 29%. WSFS retains majority control of C1FN through a
voting trust. C1FN provides direct-to-customer marketing, servicing and Internet
development and technology management for "branchless" financial services. WSFS
and C1FN are engaged in joint effort through a division of WSFS,
everbank.com(TM), to provide Internet banking on a national level. WNF, a 51%
owned subsidiary, which began operations in December 1999, is engaged in
sub-prime home equity lending. WNF expanded sales to a national level and now
aggregates loans primarily through brokers and sells them to investors.

         Reportable segments are business units that offer different services to
distinct customers. The reportable segments are managed separately because they
operate under different regulations and provide services to distinct customers.
The Corporation evaluates performance based on pre-tax ordinary income and
allocates resources based on these results. Segment information for the years
ended December 31, 2000 and 1999 follow:


                                      -86-




<PAGE>


For the year ended December 31, 2000:



<TABLE>
<CAPTION>
                                                     WSFS           C1FN           WNF               Total   
                                                     ----           ----           ---               -----
                                                                       (In Thousands)
<S>                                              <C>             <C>            <C>               <C>  
External customer revenues:
    Interest income.......................       $  121,247     $   7,310       $  1,120          $  129,677
    Other income .........................           12,931           796          4,374              18,101
                                                -----------     ---------       --------          ----------
Total external customer revenues .........          134,178         8,106          5,494             147,778
                                                -----------     ---------       --------          ----------

Intersegment revenues:
    Interest income.......................                -           -               72                  72
    Other income .........................              327             -              -                 327
                                                -----------     ---------       --------          ----------
Total intersegment revenues ..............              327             -             72                399 
                                                -----------     ---------      ---------          ----------

Total revenue.............................          134,505         8,106          5,566             148,177
                                                -----------     ---------       --------          ----------

External customer expenses:
    Interest expense......................           59,476         5,477            774              65,727
    Other expenses .......................           43,838         7,789          7,168              58,795
    Other depreciation and
         amortization ....................            2,871           469           187                3,527
                                                -----------     ---------       --------          ----------
Total external customer expenses .........          106,185        13,735          8,129             128,049
                                                -----------     ---------       --------          ----------

Intersegment expenses:
    Interest expense......................               72             -              -                  72
    Other expenses .......................                -          327               -                 327
                                                -----------     ---------       --------          ----------
Total intersegment expenses ..............               72          327               -                399 
                                                -----------     ---------       --------          ----------

Total expenses ...........................          106,257        14,062          8,129             128,448
                                                -----------     ---------       --------          ----------

Income before taxes and minority
    interest..............................      $    28,248     $  (5,956)      $ (2,563)         $   19,729
                                                ===========     =========       ========          ==========

Provision for income taxes ...............                                                             6,586
Income (loss) from discontinued
    operations............................                                                            (2,392)
Loss on wind-down of discontinued
    operations............................                                                            (2,211)
Minority interest ........................                                                            (3,735)
Cumulative effect of change in
    accounting principle..................                                                            (1,256)
                                                                                                  ---------- 
Consolidated net income ..................                                                        $   11,019
                                                                                                  ==========

Segment assets ..........................       $ 1,555,091     $ 192,617       $ 24,682          $1,772,390
Elimination of intersegment receivables..                                                            (33,074)
                                                                                                  ---------- 
Consolidated assets .....................                                                         $1,739,316
                                                                                                  ==========

Capital expenditures......................      $     4,059   $       587    $      847           $    5,493
</TABLE>






                                      -87-


<PAGE>


For the year ended December 31, 1999:


<TABLE>
<CAPTION>
                                                    WSFS          C1FN(1)         WNF(2)             Total   
                                                    ----          ----            ---                -----
                                                                      (In Thousands)
<S>                                              <C>            <C>            <C>               <C>   
External customer revenues:
    Interest income.......................       $  108,011     $     173      $       -          $  108,184
    Other income .........................           11,577             2              -              11,579
                                                 ----------     ---------      ---------          ----------
Total external customer revenues .........          119,588           175              -             119,763
                                                 ----------     ---------      ---------          ----------
Intersegment revenues:
    Interest income.......................                -             -              7                   7
    Other income .........................               40             -              -                  40
                                                 ----------     ---------      ---------          ----------
Total intersegment revenues ..............               40             -              7                  47 
                                                 ----------     ---------      ---------          ----------

Total revenue.............................          119,628           175              7             119,810
                                                                                                   ---------

External customer expenses:
    Interest expense......................           58,840            16              -              58,856
    Other expenses .......................           39,261         1,687            198              41,146
    Other depreciation and
         amortization ....................            2,468            58             -                2,526
                                                 ----------     ---------      ---------          ----------
Total external customer expenses .........          100,569         1,761            198             102,528
                                                 ----------     ---------      ---------          ----------

Intersegment expenses:
    Interest expense......................                7             -              -                   7
    Other expenses .......................                -            40              -                  40
                                                 ----------     ---------      ---------          ----------
Total intersegment expenses ..............                7            40              -                  47 
                                                 ----------     ---------      ---------          ----------

Total expenses ...........................          100,576         1,801            198             102,575
                                                 ----------     ---------      ---------          ----------

Income before taxes and minority
    interest..............................       $   19,052     $  (1,626)     $    (191)         $   17,235

Provision for income taxes ...............                                                               121
Minority interest ........................                                                              (972)
Income from discontinued
    operations............................                                                             1,623
                                                                                                  ----------
Consolidated net income ..................                                                        $   19,709
                                                                                                  ==========

Segment assets ..........................        $1,740,297     $  18,091      $   2,383          $1,760,771
Elimination of intersegment receivables..                                                             (9,734)
                                                                                                  ----------
Consolidated assets .....................                                                         $1,751,037
                                                                                                  ==========

Capital expenditures......................       $    4,274     $     894      $      70          $    5,238
</TABLE>



(1)  Includes the results of C1FN from September 1, 1999 through 
     December 31, 1999, the period of WSFS' ownership.
(2)  Includes the results of WNF from December 1, 1999, its date of inception.

                                      -88-



<PAGE>



18.  PARENT COMPANY FINANCIAL INFORMATION                       

Condensed Statement of Financial Condition    


<TABLE>
<CAPTION>
                                                                                                   December 31,    
                                                                                         ----------------------------------   
                                                                                           2000                    1999            
                                                                                         ---------               ---------        
                                                                                                   (In Thousands)
<S>                                                                                     <C>                      <C>   
Assets:
     Cash ......................................................................        $    2,519               $   7,185
     Investment in the subsidiaries ............................................           140,116                 134,653
     Investment in interest rate cap ...........................................             1,997                   2,131

     Investment in capital trust................................................             1,547                   1,547

     Other assets...............................................................             1,449                   1,667 
                                                                                        ----------               ---------
Total assets ...................................................................        $  147,628               $ 147,183
                                                                                        ==========               =========


Liabilities:
     Borrowings.................................................................        $   50,000               $  50,000
Interest payable................................................................               409                     382
     Other liabilities..........................................................                73                     648
                                                                                        ----------               ---------
     Total liabilities..........................................................            50,482                  51,030
                                                                                        ----------               ---------

Stockholders' equity:
     Common stock ..............................................................               148                     148

     Capital in excess of par value ............................................            58,985                  58,185
     Comprehensive income.......................................................               197                  (3,265)
     Retained earnings .........................................................            92,409                  83,000
     Treasury stock ............................................................           (54,593)                (41,915)
                                                                                        ----------               ---------
     Total stockholders' equity ................................................            97,146                  96,153
                                                                                        ----------               ---------
Total liabilities and stockholders' equity......................................        $  147,628               $ 147,183
                                                                                        ==========               =========

Condensed Statement of Operations
                                                                                              Year Ended December 31,         
                                                                                        --------------------------------
                                                                                          2000         1999        1998   
                                                                                         ------       ------      ------
                                                                                                   (In Thousands)
Income:
     Interest income ...........................................................        $    359    $    876  $    850
     Other income...............................................................             234          93        91
                                                                                        --------    --------   --------
                                                                                             593         969       941
                                                                                        --------    --------   --------
Expenses:
     Interest expense...........................................................           4,787       4,284     3,748
     Other operating expenses...................................................          (1,408)     (1,116)     (934)
                                                                                        --------    --------   --------
                                                                                           3,379       3,168     2,814 
                                                                                        --------    --------   --------

Loss before equity in undistributed income of WSFS and 
  extraordinary item............................................................          (2,786)     (2,199)   (1,873)
Equity in undistributed income of WSFS .........................................          13,805      21,908    19,846
                                                                                        --------    --------   --------
Income before extraordinary item................................................          11,019      19,709    17,973
Loss on extinguishment of debt, net of taxes ..................................                -           -     1,461
                                                                                        --------    --------  --------
Net income .....................................................................        $ 11,019    $ 19,709  $ 16,512
                                                                                        ========    ========  ========
</TABLE>




                                      -89-


<PAGE>


Condensed Statement of Cash Flows


<TABLE>
<CAPTION>
                                                                                                Year Ended December 31, 
                                                                                              ---------------------------  
                                                                                             2000        1999       1998
                                                                                             ----        ----       ----
                                                                                                     (In Thousands)

<S>                                                                                          <C>       <C>        <C>   
Operating activities:
     Net income ................................................................          $  11,019   $ 19,709  $  16,512
Adjustments to reconcile net income to net
   cash used for operating activities:
     Equity in undistributed income of WSFS ....................................            (13,805)   (21,908)   (19,846)
     Amortization ..............................................................                373        286        135
     Loss on extinguishment of debt.............................................                  -          -      2,248
     (Increase) decrease in other assets........................................                (20)       487       (600)
     Decrease (increase)  in other liabilities..................................               (547)      (706)        98
                                                                                          ---------   --------  ---------
Net cash used for operating activities .........................................             (2,980)    (2,132)    (1,453)
                                                                                          ---------   --------  ---------

Investing activities:
     Decrease in investment in Bank.............................................             12,374          -     12,000
     Investment in interest rate cap ...........................................                  -          -     (2,390)
     Investment in capital trust ...............................................                  -          -     (1,547)
                                                                                          ---------   --------  ---------
Net cash provided by investing activities.......................................             12,374          -      8,063
                                                                                          ---------   --------  ---------

Financing activities:
     Issuance of common stock ..................................................                103        389        228
     Proceeds from issuance of trust preferred borrowings, net of costs.........                  -          -     48,624
     Extinguishment of senior notes.............................................                  -          -    (30,548)
     Unrealized gains in intrinsic value of interest rate cap ..................                125          -          -


     Dividends paid on common stock ............................................             (1,610)    (1,366)    (1,107)
     Treasury stock, net of reissuance .........................................            (12,678)    (4,931)   (16,497)
                                                                                          ---------   --------  ---------
Net cash (used for) provided by financing activities ...........................            (14,060)    (5,908)       700
                                                                                          ---------   --------  ---------

(Decrease) increase in cash ....................................................             (4,666)    (8,040)     7,310
Cash at beginning of period ....................................................              7,185     15,225      7,915
                                                                                          ---------  ---------  ---------
Cash at end of period ..........................................................          $   2,519   $  7,185  $  15,225
                                                                                          =========   ========  =========
</TABLE>


                                      -90-



<PAGE>


19.  INVESTMENTS IN NONWHOLLY-OWNED SUBSIDIARIES

                  In August 1999, WSFS Financial Corporation invested $5.5
million in CustomerOne Financial Network, Inc (C1FN), a St Louis, Missouri based
corporation formed in 1998 for the express purpose of providing
direct-to-consumer marketing, servicing, Internet development and technology
management for "branchless" financial services. As a result of this investment,
C1FN's Internet-only banking structure became part of everbank.com(TM), a
division of WSFS. C1FN assists WSFS in managing the operations of
everbank.com.(TM) everbank.com(TM) began marketing Internet-only banking to a
national clientele in November of 1999.

         WSFS is the single largest shareholder in C1FN, has majority control
through a voting trust and for the year ended December 31, 2000 shared in 42% of
the operating results of C1FN. In addition, WSFS received warrants for the
purchase of 20% additional ownership of C1FN, as well as the option and under
certain circumstances the obligation to invest an additional $5.4 million in the
year 2000, at the original WSFS ownership prices. This option expired on July 5,
2000 with no additional investment being made by WSFS.

         On December 29, 2000, C1FN received a $5.0 million investment from a
third party investor, with a conditional commitment to invest an additional
$12.5 million if and when a separate bank charter is obtained for
everbank.com(TM). This investment effectively reduces WSFS' economic ownership
of C1FN at December 31, 2000 from 42% to 29%. Since WSFS retains majority
control of C1FN through a voting trust, the results of C1FN will continue to be
consolidated into the operating results of WSFS until everbank.com(TM) obtains a
separate banking charter. If and when everbank.com(TM) obtains a banking
charter, WSFS will no longer have control. This investment may then be accounted
for under the equity method.

Additionally, in November 1999, the Corporation expanded the local retail home
equity lending business of Community Credit Corporation (CCC) which initially
started operations in 1994. CCC was renamed Wilmington National Finance, Inc.
(WNF) which expanded its sales to a national level and now aggregates loans
primarily through brokers and sells them to investors. WSFS retained a 51%
ownership with the remainder held by WNF's executives retained to lead the
expansion of WNF. WSFS also has warrants to obtain an additional 15% ownership
in WNF.

         Both C1FN and WNFI are consolidated into the financial statements of
WSFS Financial Corporation. The portion of equity and operating results
attributable to investors in C1FN and WNF, other than WSFS, are reported as
minority interest.

20.  ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING

         On January 1, 2000, the Corporation adopted Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments
and Hedging Activities", as amended by SFAS Nos. 137 and 138. This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of derivatives
depends on the derivative and the resulting designation. If certain conditions
are met, a derivative may be specifically designated as (a) a hedge of the
exposure to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of certain foreign currency
exposures. This Statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Corporation has elected earlier adoption as
permitted under this standard.

                                      -91-


<PAGE>


         The Corporation's only derivative that requires separate accounting
under SFAS 133 is an interest-rate cap with a notional amount of $50 million
which limits 3-month LIBOR to 6% for ten years ending December 1, 2008. The cap
is being used to hedge the cash flows of $50 million in trust preferred floating
rate debt. The cap was recorded at the date of purchase in other assets, at a
cost of $2.4 million. The fair market value (FMV), which at inception is equal
to the cost, is broken into two components: the intrinsic value and the time
value of the option. The cap is marked-to-market quarterly, with changes in the
intrinsic value of the cap, net of tax, included in a separate component of
other comprehensive income and changes in the time value of the option included
directly in interest expense as required under SFAS 133. In addition, the
ineffective portion, if any, will be expensed in the period in which
ineffectiveness is determined. It has been determined that the hedge is highly
effective and can reasonably be expected to remain so. Management is not aware
of any events that would result in the reclassification into earnings of gains
and losses that are currently reported in accumulated other comprehensive income
except for the change in the FMV of the interest rate cap which pertains to the
time value of the hedging instrument. The fair value is estimated using quoted
prices for similar instruments.

         The following depicts the change in fair market value of the interest
rate cap:

                        Carrying Value        Changes in         Carrying Value
                         At January 1,        Fair Market        At December 31,
                             2000                Value                2000    
                        --------------        -----------        ---------------
                                              (In thousands)

Intrinsic value         $       2,813        $     (2,620)        $     193(1)
Time value                      2,131                (327)(2)         1,804 
                         ------------         ------------        ---------

                        $       4,944        $     (2,947)        $   1,997
                        =============        =============        =========

(1)  Included in other comprehensive income, net of  taxes.
(2)  Included in interest expense on the hedged item (trust preferred 
     borrowings).

         An additional provision of SFAS 133 affords the opportunity to
reclassify investment securities between held-to-maturity, available-for-sale
and trading at the date of adoption. Accordingly, the Corporation reclassified
$131.0 million in investments and mortgage-backed securities from
held-to-maturity to available-for-sale and recorded on unrealized loss of $2.4
million net of tax. Of the $131.0 million transferred, $55.4 million was sold at
a loss of $1.3 million, net of tax, during the quarter of adoption. In
accordance with SFAS No. 133, this loss was included in the statement of
operations as a cumulative effect of a change in accounting principle.

21. Subsequent Event

         In the first quarter of 2001, the Company became aware of missing or
misappropriated funds related to an armored car carrier engaged to supply cash
to ATM's operated by customers of Cash Connect, the ATM division of WSFS.
Criminal investigations are ongoing and have resulted in the arrest of certain
armored car carrier employees. The armored car carrier has subsequently declared
bankruptcy.

         Management estimates that the related net loss after taxes will be
between $450,000 and $650,000 and will be charged to earnings in the first
quarter of 2001. The Company believes it will reduce any loss by, among other
things, vigorously pursuing restitution from the responsible parties and making
claims in bankruptcy proceedings as well as through various insurance policies.
Management can make no assurance, however, that these efforts will result in any
recovery to the Company.


                                      -92-



<PAGE>


QUARTERLY FINANCIAL SUMMARY (Unaudited)



<TABLE>
<CAPTION>
                                                                    Three Months Ended      
                                -----------------------------------------------------------------------------------------
                                12/31/00     9/30/00     6/30/00    3/31/00     12/31/99    9/30/99    6/30/99    3/31/99
                                --------     -------     -------    -------     --------    -------    -------    -------
                                                            (In Thousands, Except Per Share Data)

<S>                              <C>         <C>         <C>        <C>           <C>        <C>        <C>        <C>   
Interest income............      $32,664     $32,302     $30,219    $34,492       28,125     26,729     26,670     26,660
Interest expense...........       17,303      17,251      15,347     15,826       15,502     14,374     14,322     14,658
                                 -------    --------    --------     ------     --------    -------    -------    -------
Net interest income .......       15,361      15,051      14,872     18,666       12,623     12,355     12,348     12,002
Provision for loan losses .....      222         227         217        228          233        259        249        263
                                 -------    --------    --------     ------     --------    -------    -------    -------
Net interest income after
   provision for loan losses      15,139      14,824      14,655     18,438       12,390     12,096     12,099     11,739

Other income ..............        5,006       5,982       6,026      1,087        2,211      3,315      3,156      2,897
Other operating expenses...       16,535      16,222      15,271     13,400       12,613     10,558     10,122      9,375
                                 -------    --------    --------     ------     --------    -------    -------    -------
Income from operations
  before, minority int.,
  taxes and accounting
  change...................        3,610       4,584       5,410      6,125        1,988      4,853      5,133      5,261
Minority interest net of tax        (868)       (780)       (856)    (1,231)        (799)      (173)         -          -
                                 -------    --------    --------     ------     --------    -------    -------    -------
Income before taxes .......        4,478       5,364       6,266      7,356        2,787      5,026      5,133      5,261
Income tax provision
  (benefit)................        1,165       1,326       1,999      2,096       (3,462)     1,121      1,188      1,274
                                 -------    --------    --------     ------     --------    -------    -------    -------

Income from continued
  operations before
  accounting change........        3,313       4,038       4,267      5,260        6,249      3,905      3,945      3,987
Change in accounting
   principles, net.........            -           -           -     (1,256)           -          -          -          -
                                 -------    --------    --------     ------     --------    -------    -------    -------
Income from continuing
   operations..............        3,313       4,038       4,267      4,004        6,249      3,905      3,945      3,987
(Loss) income from
  Discontinued operations,
  net of tax ..............         (656)         31      (1,901)       134          (11)       607        623        404
Loss on wind-down of
   Discontinued operations.       (2,211)          -           -          -            -          -          -          -
                                 -------    --------    --------     ------     --------    -------    -------    -------

Net income ................      $   446     $ 4,069     $ 2,366    $ 4,138     $  6,238    $ 4,512    $ 4,568    $ 4,391 
                                 =======     =======     =======    =======     ========    =======    =======    =======

Earnings per share:
  Basic:

Income from continued
   operations before
   accounting change ......      $   .32    $    .39    $    .40    $   .47         0.55       0.34       0.35       0.35
Change in accounting
  principle, net...........            -           -           -      (0.11)           -          -          -          -
                                 -------    --------    --------     ------     --------    -------    -------    -------
Income from continuing
  operations.............           0.32        0.39        0.40       0.36         0.55       0.34       0.35       0.35
(Loss) income from
  discontinued operations,
  net of tax...............        (0.06)          -       (0.18)      0.01            -       0.06       0.05       0.03
Loss on wind-down of
    discontinued operations        (0.22)          -          -           -            -          -          -          -
                                 -------    --------    --------     ------     --------    -------    -------    -------
Net income.................      $  0.04    $   0.39    $   0.22    $  0.37     $   0.55    $  0.40    $  0.40    $  0.38
                                 =======    ========    ========    =======     ========    =======    =======    =======
</TABLE>



                                      -93-



<PAGE>


QUARTERLY FINANCIAL SUMMARY (Unaudited) (continued...)




<TABLE>
<CAPTION>
                                                                     Three Months Ended    
                                -----------------------------------------------------------------------------------------
                                12/31/00     9/30/00     6/30/00    3/31/00     12/31/99    9/30/99    6/30/99    3/31/99
                                --------     -------     -------    -------     --------    -------    -------    -------
                                                        (In Thousands, Except Per Share Data)
  Diluted:

<S>                                <C>         <C>        <C>       <C>          <C>       <C>          <C>       <C>
Income from continuing
   operations before
   accounting change ......       $  .32      $  .39      $  .40     $  .47       $ 0.55     $ 0.34     $ 0.35     $ 0.35
Change in accounting
  principles, net..........            -           -           -      (0.11)           -          -          -          -
                                  ------      ------      ------     ------       ------     ------     ------     ------
Income from continuing
  operations.............           0.32        0.39        0.40       0.36         0.55       0.34       0.35       0.35
(Loss) Income  from
  discontinued operations,
  net of taxes.............        (0.06)          -       (0.18)      0.01            -       0.06       0.05       0.03
Loss on wind-down of
    discontinued operations        (0.22)          -           -          -            -          -          -          -
                                  ------      ------      ------     ------       ------     ------     ------     ------
Net income.................       $ 0.04      $ 0.39      $ 0.22     $ 0.37       $ 0.55     $ 0.40     $ 0.40     $ 0.38
                                  ======      ======      ======     ======       ======     ======     ======     ======
</TABLE>



                                      -94-



<PAGE>



I
TEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

         Not applicable.


                                    PART III



Items 10 through 13 are incorporated by the following references from the
indicated pages of the Proxy Statement for the 2001 Annual Meeting of
Stockholders:


                                                                            Page
                                                                            ----

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
          OF THE REGISTRANT                                                  4-8




ITEM 11.  EXECUTIVE COMPENSATION                                            9-15




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT                                            2,6,7




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      16





                                      -95-



 


<PAGE>



                                     PART IV



ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The financial statements listed on the index set forth in Item 8 of this
Annual Report on Form 10-K are filed as part of this Annual Report.

Financial statement schedules are not required under the related instructions of
the Securities and Exchange Commission or are inapplicable and, therefore, have
been omitted.

The following exhibits are incorporated by reference herein or annexed to this
Annual Report:

Exhibit
Number                           Description of Document
------                           -----------------------

3.1      Registrant's Certificate of Incorporation, as amended is incorporated
         herein by reference to Exhibit 3.1 of the Registrant's Annual Report on
         Form 10-K for the year ended December 31, 1994.

3.2      Bylaws of WSFS Financial Corporation are incorporated herein by
         reference to Exhibit 3.2 of the Registrant's Registration Statement on
         Form S-1 (File No. 33-45762) filed with the Commission on February 24,
         1992.

4.1      Certificate of Trust of WSFS Capital Trust I, incorporated herein by
         reference to Exhibit 4.2 to the Registration Statement on Form S-3,
         Registration Nos. 333-56015, 333-56015-01 and 333-56015-02 filed by
         WSFS Financial Corporation, WSFS Capital Trust I and WSFS Capital Trust
         II (the "Registration Statement").

4.2      Trust Agreement of WSFS Capital Trust I, incorporated herein by
         reference to Exhibit 4.4 to the Registration Statement.

4.3      Amended and Restated Trust Agreement of WSFS Capital I, incorporated
         herein by reference to Exhibit 4.1 to WSFS Financial Corporation's
         Current Report on Form 8-K/A, filed with the Securities and Exchange
         Commission on November 20, 1998 ("Form 8-K/A").

4.4      Form of Trust Preferred Security Certificate of WSFS Capital Trust I,
         incorporated herein by reference from Form 8-K/A.

4.5      Trust Preferred Securities Guarantee Agreement, incorporated herein by
         reference to the Form 8-K/A filed with the Securities and Exchange
         Commission on November 20, 1998.

                                      -96-



<PAGE>


4.6      Form of Junior Subordinated Indenture between WSFS Financial
         Corporation and Wilmington Trust Company, as trustee, incorporated
         herein by reference to Exhibit 4.1 to the Registration Statement.

4.7      Officers' Certificate and Company Order for Floating Rate Junior
         Subordinated Debentures due December 1, 2028, incorporated herein by
         reference to Exhibit 4.2 to the Form 8-K/A.

4.8      Form of Floating Rate Junior Subordinated Debenture, incorporated
         herein by reference to Exhibit 4.5 of the Form 8-K/A.

4.9      First Amendment to the Amended and Restated Trust Agreement of WSFS
         Capital Trust I.

10.1     Wilmington Savings Fund Society, Federal Savings Bank 1986 Stock Option
         Plan, as amended is incorporated herein by reference to Exhibit 4.1 of
         Registrant's Registration Statement on Form S-8 (File No. 33-56108)
         filed with the Commission on December 21, 1992.

10.2     WSFS Financial Corporation, 1994 Short Term Management Incentive Plan
         Summary Plan Description is incorporated herein by reference to Exhibit
         10.7 of the Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1994.

10.3     Wilmington Savings Fund Society, Federal Savings Bank 1997 Stock Option
         Plan is incorporated herein by reference to the Registrant's
         Registration Statement on Form S-8 (File No. 333-26099) filed with the
         Commission on April 29, 1997.

10.4     Attachment A    2000 Stock Option and Temporary Service Agreement among
                         Wilmington Savings Fund Society, Federal Savings Bank,
                         WSFS Financial  Corporation and Marvin N. Schoenhals on
                         February 24, 2000.

10.5     Attachment B    Severance Policy among Wilmington Savings Fund Society,
                         Federal Savings Bank and certain Executive Vice 
                         Presidents dated March 13, 2001.

21  Attachment C   Subsidiaries of Registrant.

23  Attachment D   Consent of KPMG LLP.

Exhibits 10.1 through 10.5 represent management contracts or compensatory plan
arrangements.

(b)      No reports on Form 8K were filed during the fourth quarter 2000.


                                      -97-



<PAGE>



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                           WSFS FINANCIAL CORPORATION


Date:   March 29, 2001     BY:   /S/ MARVIN N. SCHOENHALS                      
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Date:   March 29, 2001     BY:   /S/ MARVIN N. SCHOENHALS                    
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer


Date:   March 29, 2001     BY:   /S/ CHARLES G. CHELEDEN                      
                                 -----------------------------------------------
                                 Charles G. Cheleden
                                 Vice Chairman and Director


Date:   March 29, 2001     BY:   /S/ JOHN F. DOWNEY                       
                                 -----------------------------------------------
                                 John F. Downey
                                 Director


Date:   March 29, 2001     BY:   /S/ LINDA C. DRAKE                       
                                 -----------------------------------------------
                                 Linda C. Drake
                                 Director


Date:   March 29, 2001     BY:   /S/ DAVID E. HOLLOWELL                   
                                 -----------------------------------------------
                                 David E. Hollowell
                                 Director


Date:   March 29, 2001     BY:   /S/ JOSEPH R. JULIAN                     
                                 -----------------------------------------------
                                 Joseph R. Julian
                                 Director


                                      -98-



<PAGE>



Date:   March 29, 2001     BY:   /S/ THOMAS P. PRESTON                      
                                 -----------------------------------------------
                                 Thomas P. Preston
                                 Director


Date:   March 29, 2001     BY:   /S/ CLAIBOURNE D. SMITH                        
                                 -----------------------------------------------
                                 Claibourne D. Smith
                                 Director


Date:  March 29, 2001      BY:   /S/ EUGENE W. WEAVER                           
                                 -----------------------------------------------
                                 Eugene W. Weaver
                                 Director


Date:   March 29, 2001     BY:   /S/ R. TED WESCHLER                            
                                 -----------------------------------------------
                                 R. Ted Weschler
                                 Director


Date:   March 29, 2001     BY:   /S/ DALE E. WOLF                               
                                 -----------------------------------------------
                                 Dale E. Wolf
                                 Director


Date:   March 29, 2001     BY:   /S/ MARK A. TURNER                             
                                 -----------------------------------------------
                                 Mark A. Turner
                                 Executive Vice President and
                                 Chief Financial Officer


Date:   March 29, 2001     BY:   /S/ ROBERT F. MACK                             
                                 -----------------------------------------------
                                 Robert F. Mack
                                 Managing Vice President and Controller


                                      -99-






<PAGE>


                                  ATTACHMENT A

                  2000 STOCK AND TEMPORARY SEVERANCE AGREEMENT



<PAGE>

                           WSFS FINANCIAL CORPORATION

               2000 STOCK OPTION AND TEMPORARY SEVERANCE AGREEMENT

         This 2000 Stock Option and Temporary Severance Agreement (the "2000
Agreement") is made and entered into by and among Wilmington Savings Fund
Society, Federal Savings Bank (the "Bank"), WSFS Financial Corporation (the
"Company") and Marvin N. Schoenhals (the "Associate") on this 24th day of
February, 2000 (the "Effective Date")

         WHEREAS, WSFS, the Company and the Associate entered into an Employment
Agreement (the "Employment Agreement") dated May 1, 1993; and

         WHEREAS, the Associate is employed as the president and chief executive
officer of the Company and WSFS and the Boards of Directors of the Company and
WSFS wish to retain the Associate in such capacity; and

         WHEREAS, the Board of Directors of the Company, the Board of Directors
of WSFS and the Associate have determined that it is in the best interests of
the Company, WSFS and the Associate to terminate the Employment Agreement in
exchange for a one-time stock option grant to the Associate, pursuant to the
WSFS Financial Corporation 1997 Stock Option Plan, as amended (the "Plan"); and

         WHEREAS, in order to partially protect the
 Associate during the vesting
period of the stock option grant, the Associate, the Company and WSFS will enter
into a transitional severance arrangement, for a term of two years beginning on
the Effective Date and ending two years after the Effective Date, as described
in this 2000 Stock Option and Temporary Severance Agreement (the "2000
Agreement"); and

         WHEREAS, pursuant to Section 17 of the Employment Agreement, the
Employment Agreement may be amended in writing by all involved parties and the
parties desire to amend the Employment Agreement so that it is terminated and
completely superseded by this 2000 Agreement; and

         WHEREAS, the parties desire to set forth the terms of this 2000
Agreement.

         NOW, THEREFORE, it is AGREED as follows:

         1. Transitional Severance Arrangement.
 
                  (a) Involuntary Termination. In the event that the employment
of the Associate is involuntarily terminated by the Company or WSFS, during the
two-year period starting on the Effective Date of this 2000 Agreement and for a
reason other than Just Cause, the Company and WSFS shall be jointly and
severally responsible for making a lump-sum cash payment to the Associate,
within ten days after such termination, determined according to the following
formula:

                      Payment = 2 x A x .00137 x (730 - D)

where A equals the Associate's highest annual salary within three years of his
date of termination and D equals the number of days between the Effective Date
and the date of the Associate's termination. For the purposes of this paragraph,
"Just Cause" shall mean termination because of, in the good faith determination
of the Company's or WSFS' Board, the Associate's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, continuing material
failure to achieve stated employment objectives after reasonable notification


<PAGE>

(which shall be stated in writing and given at least fifteen 15 days prior to
termination) by the Board of WSFS or the Company of such failure, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement. Notwithstanding the foregoing, the Associate shall
not be deemed to have been terminated for Just Cause unless there shall have
been delivered to the Associate a copy of a resolution certified by the
Secretary as having been duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board of WSFS or the Company at a
meeting of the Board called and held for the purpose (after reasonable notice to
the Associate and an opportunity for the Associate to be heard before the
Board), finding that in the good faith opinion of the Board the Associate was
guilty of conduct described above and specifying the particulars thereof.

                  (b) Constructive Termination. The Associate may, within two
years after the Effective Date and within 90 days following an event
constituting Good Reason, voluntarily terminate employment and be entitled to
the lump sum payment described in Section 1(a) hereof. For this purpose, "Good
Reason" shall mean the occurrence of any of the following events, which have not
been consented to in advance by the Associate in writing: (i) the requirement
that the Associate move his personal residence, or perform his principal
executive functions, more than thirty-five (35) miles from his primary office as
of the Effective Date; (ii) a significant reduction in the Associate's
compensation and benefits, taken as a whole; (iii) the assignment to the
Associate of duties and responsibilities substantially inconsistent with those
normally associated with his position; (iv) a failure of the Associate to be
elected or reelected to the Board of Directors of WSFS or the Company; or (v) a
material reduction in the Associate's responsibilities or authority (including
reporting responsibilities) in connection with his employment with WSFS or the
Company.

                  (c) Reimbursement of Golden Parachute Excise Taxes. In the
event that accelerated vesting of stock options granted pursuant to this 2000
Agreement, taken together with any other payments or benefits received by the
Associate (including, but not limited to, the value of accelerated vesting of
stock options other than those granted pursuant to this 2000 Agreement), results
in the Associate incurring liabilities for federal golden parachute excise taxes
under section 4999 of the Internal Revenue Code, the Company and WSFS shall be
jointly and severally liable for making a lump-sum cash payment to the Associate
in an amount equal to such excise tax liability, upon the Associate's
determination of the liability and WSFS' and the Company's agreement therewith,
which shall not be unreasonably withheld.

                  (d) Limitations on Payment. The following sub-paragraphs have
been included in this Agreement in order to comply with requirements of the
Office of Thrift Supervision ("OTS") at 12 C.F.R. ss.563.39(b) in effect as of
the date hereof or at the specific direction of OTS staff.

                           (i) If the Associate is removed and/or permanently
prohibited from participating in the conduct of WSFS' affairs by an order issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA")
(12 U.S.C. ss.ss. 1818(e)(4) and (g)(1)), all obligations of WSFS to make cash
payments under Section 1 of this 2000 Agreement shall terminate, as of the
effective date of the order, but vested rights of the parties and the stock
options granted pursuant to this 2000 Agreement shall not be affected.

                           (ii) If WSFS is in default (as defined in Section
3(x)(1) of FDIA), all obligations of WSFS to make cash payments under Section 1
of this 2000 Agreement shall terminate as of the date of default; however, this
paragraph shall not affect the vested rights of the parties or the stock options
granted pursuant to this 2000 Agreement.

                           (iii) All obligations of WSFS to make cash payments
under Section 1 of this 2000 Agreement shall terminate, except to the extent
that continuation of Section 1 of this Agreement is necessary for the continued
operation of WSFS: (i) by the Director of the Office of Thrift Supervision
("Director of OTS"), or his or her designee, at the time that the Federal
Deposit Insurance Corporation ("FDIC") enters into an agreement to provide
assistance to or on behalf of WSFS under the authority contained in Section
13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at
the time that the Director of the OTS, or his or her designee approves a
supervisory merger to resolve problems related to operation of WSFS or when WSFS
is determined by the Director of the OTS to be in an unsafe or unsound
condition. Such action shall not affect any vested rights of the parties or the
stock options granted pursuant to this 2000 Agreement.

<PAGE>

                           (iv) If a notice served under Sections 8(e)(3) or
(g)(1) of the FDIA (12 U.S.C.ss.ss.1818(e)(3) and (g)(1)) suspends and/or
temporarily prohibits the Associate from participating in the conduct of WSFS'
affairs, WSFS' obligations to make cash payments under Section 1 of this 2000
Agreement shall be suspended as of the date of such service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, WSFS may,
in its discretion, (i) pay the Associate all or part of the compensation
withheld while its contract obligations were suspended, and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

                           (v) Any cash payments made to the Associate pursuant
to this Agreement or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the FDIA (12 U.S.C. ss. 1828 (k), relating to
"golden parachute" and indemnification payments and certain other benefits) and
any regulations promulgated thereunder.

                           (vi) Notwithstanding anything herein to the contrary,
total compensation paid out upon the termination of the Associate, including any
payments of salary for the remaining term of the Agreement and any severance
payments, may not exceed three times the average annual compensation paid to the
Associate for the five calendar years ending on the December 31 which
immediately preceded such termination. Compensation for purposes of this
sub-paragraph 9(e)(6), only, shall include, without limitation, the provision or
payment of base salary, commissions, bonuses, pension and profit sharing plans,
severance payments, retirement benefits, director and committee fees, fringe
benefits, and any expense items paid by WSFS or the Company without
accountability of business purposes or that do not meet the IRS requirements for
deduction by WSFS or the Company, but does not include the value of the grant or
exercise of awards under the 1997 Stock Option Plan or any successor plan.

         2. Stock Option Grant. A stock option for a total of 110,000 shares of
Common Stock, par value $.01 per share, of the Company, is hereby granted to the
Associate at the price set forth herein, and in all respects subject to the
terms, definitions and provisions of the Plan which was adopted by the Company
and which is incorporated by reference herein except as otherwise set forth in
this 2000 Agreement, receipt of which is hereby acknowledged.

         1. Tax Status of the Option. This Option shall be an incentive stock
option ("ISO"), within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), to the maximum extent permitted by law, and
shall otherwise be a non-incentive stock option ("Non-ISO").

         4. Option Price. The option price is $14.875 for each share, being in
excess of 100% of the fair market value, as determined by the Company's Board of
Directors, of the Common Stock on the date of grant of this Option.

         5. Exercise of Option. This Option shall be exercisable in accordance
with the provisions of the Plan. Notwithstanding the foregoing, this option
shall remain exercisable after the Associate's termination of employment for a
reason other than death, Disability, or Just Cause, for the longer of: (i) 30
days, or (ii) the period ending immediately after the twelfth business day
following the Company's next release of quarterly or annual financial
information occurring after the Associate's termination of employment.



<PAGE>

         (a) Schedule of rights to exercise. The Option will become exercisable
according to the following schedule:


        Percentage of Total Shares
      Years of Continuous Employment             Subject to Option Which May
      After Date of Grant of Option                    Be Exercised
    ----------------------------------          ------------------------------

         Upon Grant                                          0%
         1 year but less than 2 years                       20%
         2 years but less than 3 years                      40%
         3 years but less than 4 years                      60%
         4 years but less than 5 years                      80%
         5 years or more                                   100%

         (b) Method of Exercise. This Option shall be exercisable by a written
notice by the Associate which shall:

         (i) state the election to exercise the Option, the number of shares
         with respect to which it is being exercised, the person in whose name
         the stock certificate or certificates for such shares of Common Stock
         is to be registered, his address and Social Security Number (or if more
         than one, the names, addresses and Social Security Numbers of such
         persons);

         (ii) contain such representations and agreements as to the holder's
         investment intent with respect to such shares of Common Stock as may be
         satisfactory to the Company's counsel;

         (iii) be signed by the person or persons entitled to exercise the
         Option and, if the Option is being exercised by any person or persons
         other than the Associate, be accompanied by proof, satisfactory to
         counsel for the Company, of the right of such person or persons to
         exercise the Option; and

         (iv) be in writing and delivered in person or by certified mail to the
         Treasurer of the Company.

         Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock owned for more than six
months or such combination of cash and Common Stock owned for more than six
months as the Associate elects. The certificate or certificates for shares of
Common Stock owned for more than six months as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.

         (c) Restrictions on Exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Associate's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

         6. Withholding. The Associate hereby agrees that the exercise of the
Option or any installment thereof will not be effective, and no shares will
become transferable to the Associate, until the Associate makes appropriate
arrangements with the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such exercise.



<PAGE>

         7. Limited Transferability of Options. The Associate may transfer
Non-ISOs to his spouse, lineal ascendants, lineal descendants or to a duly
established trust for their benefit or the benefit of the Associate, provided
that such transferee shall be permitted to exercise Non-ISOs subject to all the
same terms and conditions applicable to the Associate. Otherwise, this Option is
not transferable other than by will and the laws of descent or distribution.

         8. Term of Option. This Option may not be exercisable for more than
ten* years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.

         9. Amendments. No amendments or additions to this 2000 Agreement shall
be binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.

         10. Applicable Law. Except to the extent preempted by federal law, the
laws of the State of Delaware shall govern this 2000 Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.

         11. Severability. The provisions of this 2000 Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         12. Headings. Headings contained herein are for convenience of
reference only.

------------------
*Five years in the case of an Associate who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.




<PAGE>

         13. Entire Agreement. This agreement shall supersede the Employment
Agreement in its entirety and any other arrangement relating to cash severance
compensation between the Associate, the Company or WSFS.

                                          WSFS FINANCIAL CORPORATION


                                          By /s/ DALE E. WOLF
                                             ---------------------------------
                                             Dale E. Wolf, Vice Chairman

                                          Attest                          (Seal)
                                                --------------------------


                                          WILMINGTON SAVINGS FUND SOCIETY,
                                          FEDERAL SAVINGS BANK


                                          By /s/ DALE E. WOLF
                                             ---------------------------------
                                             Dale E. Wolf, Vice Chairman

                                          Attest                          (Seal)
                                                --------------------------


                                          ASSOCIATE


                                          /s/ MARVIN N. SCHOENHALS
                                          -----------------------------------
                                          Marvin N. Schoenhals





<PAGE>


                                  ATTACHMENT B

                                SEVERANCE POLICY


<PAGE>
--------------------------------------------------------------------------------
                                  
Organizational Functional Area:                      Human Resources

Policy For:                                          Severance Policy, WSFS
                                                     Executive Vice President(1)

Board Approved:                                      March 2001

Last Revision Date:                                  N/A

Department/Individual Responsible for                Executive Vice President,
Maintaining/Updating Policy:                         Human Resources Director
                                                                         
--------------------------------------------------------------------------------

I. Release Without Cause(2)        In the event an Executive Vice President
                                   ("EVP") is released without cause, a minimum
                                   of six months severance and professional
                                   level outplacement will be offered. If the
                                   Associate has not found new full time
                                   employment on or before six months after
                                   termination, severance pay and outplacement
                                   would continue for another six months or
                                   until the Associate found employment,
                                   whichever occurred first. In the event the
                                   Associate found a job, but at a lower rate of
                                   pay than previously received at WSFS, then
                                   WSFS would make up the difference until the
                                   second six month period ended. Medical and
                                   dental benefits will be offered at the
                                   Associate rate through the severance period.

II. Change of Control              If EVP is released (without cause as defined
                                   in Attachment B) within one year after a of
                                   change of control or if offered a position
                                   that is not within 35 miles of current
                                   worksite
 and at current WSFS salary and bonus
                                   opportunity:

                                   EVP would receive 24 months base salary
                                   severance offset by the value arising from
                                   the acceleration of stock option vesting(3).
                                   Note that the value of previously vested
                                   options would not offset the 24 month
                                   minimum.

                                   However, value from the accelerated vesting
                                   would account for no more than 12 months of
                                   the 24 month minimum commitment. To clarify,
                                   irrespective of the value of the accelerated
                                   vesting, EVP would get 12 months severance
                                   pay plus the value of the accelerated vesting
                                   even if the value of this accelerated vesting
                                   exceeded 12 months of base pay.

                                   Associate would be eligible for medical and
                                   dental benefits at the Associate rate for the
                                   24 month period. However, any excess flex may
                                   not spill to the 401(k) nor may contribution
                                   to the 401(k) occur during the severance
                                   period consistent with the 401(k) Summary
                                   Plan Description.

---------------
(1) Specifically excluding Presidents or the equivalent of WSFS subsidiaries
    (e.g. Cash Connect, Wilmington National Finance, Inc.)
(2) Definition of "cause" is contained in Attachment A.
(3) Under the terms of the WSFS Stock Option Plan, all unvested stock options
    become vested upon a change in control.


<PAGE>

                                   Twelve months of Executive level outplacement
                                   will be offered.

                                   If EVP is offered same salary and bonus
                                   opportunity and position is within 35 miles
                                   of WSFS work location, but EVP decides to
                                   leave:

                                   Accelerated vesting of stock options and
                                   severance pay will equal at least 12 months
                                   base pay. If the value of the accelerated
                                   vesting is less than 12 months of base pay,
                                   then severance pay will be added to the value
                                   of the accelerated options to equal 12 months
                                   of base pay. If the value of accelerated
                                   vesting is greater than or equal to 12 months
                                   of base pay, then no additional severance
                                   would be paid. Six months of professional
                                   level outplacement will be offered with
                                   medical and dental benefits at Associate rate
                                   for 12 months in each case.

Receipt of Benefits                To receive any of the severance benefits
                                   outlined in this policy, with the exception
                                   of accelerated vesting of options, the
                                   executive must execute a release form
                                   acceptable to WSFS.

                                   The severance pay will be paid consistent
                                   with WSFS regular pay schedule.






<PAGE>


                                  Attachment A
                 Severance Policy; WSFS Executive Vice President
                                   March 2001


         (a) Cause. The Company may terminate Executive's employment during the
Employment Period with or without Cause. For purposes of Section I of this
Policy, "Cause" shall mean:

                  (i) the willful and continued failure of Executive to perform
substantially Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to
Executive by the President or the Board of Directors of the Company which
specifically identifies the manner in which such Chief Executive Officer or the
Board believes that Executive has not substantially performed Executive's
duties, or

                  (ii) the willful engaging by Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.

         For purposes of this provision, no act or failure to act, on the part
of Executive, shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that Executive's
action or omission was in the best interests of the Company. The cessation of
employment of Executive shall not be deemed to be for Cause [under paragraph (i)
or (ii) above] unless and until there shall have been delivered to Executive a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board at a meeting of the Board called
and held for such purpose, finding that, in the good faith opinion of the Board,
Executive is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail, or

                  (iii) the consistent failure of Executive to meet reasonable
performance expectations (other than any such failure resulting from incapacity
due to physical or mental illness); provided, however, that termination of
Executive's employment under this subparagraph (iii) shall not be effective
unless at least 90 days prior to such termination Executive shall have received
written notice from the Chief Executive Officer or the Board which specifically
identifies the manner in which the Board or the Chief Executive Officer believes
that Executive has consistently failed to meet reasonable performance
expectations and Executive shall have failed after receipt of such notice to
resume the diligent performance of his duties to the reasonable satisfaction of
the Chief Executive Officer or the Board.



<PAGE>


                                  Attachment B
                 Severance Policy; WSFS Executive Vice President
                                   March 2001



         (a) Cause. The Company may terminate Executive's employment during the
Employment Period with or without Cause. For purposes of Section I of this
Policy, "Cause" shall mean:

                  (i) the willful and continued failure of Executive to perform
substantially Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to
Executive by the President or the Board of Directors of the Company which
specifically identifies the manner in which such Chief Executive Officer or the
Board believes that Executive has not substantially performed Executive's
duties, or

                  (ii) the willful engaging by Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.

         For purposes of this provision, no act or failure to act, on the part
of Executive, shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that Executive's
action or omission was in the best interests of the Company. The cessation of
employment of Executive shall not be deemed to be for Cause [under paragraph (i)
or (ii) above] unless and until there shall have been delivered to Executive a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board at a meeting of the Board called
and held for such purpose, finding that, in the good faith opinion of the Board,
Executive is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail.







<PAGE>


                                  ATTACHMENT C

                         SUBSIDIARIES OF THE REGISTRANT


<PAGE>


                                                                      Exhibit 21

                         Subsidiaries of the Registrant

<TABLE>
<CAPTION>
                                                                                                            State or
                                                                                     Percent           Other Jurisdiction
Parent Company                                       Subsidiary                       Owned             of Incorporation
--------------                                       ----------                       -----             ----------------
<S>                                    <C>                                            <C>               <C>        
WSFS Financial Corporation             Wilmington Savings Fund Society,               100%               United States
                                          Federal Savings Bank
                                       WSFS Capital Trust I                           100%               Delaware

Wilmington Savings Fund                Star States Development Company                100%               Delaware
 Society, Federal                      838 Investment Group, Inc.                     100%               Delaware
 Savings Bank                          WSFS Credit Corporation                        100%               Delaware
                                       CustomerOne Financial Network, Inc.             29%               Delaware
                                       Wilmington National Finance, Inc.*              51%               Delaware
</TABLE>








*Formerly Community Credit Corporation.








<PAGE>


                                  ATTACHMENT D

                              CONSENT OF KPMG LLP.



<PAGE>



                         Consent of Independent Auditors



The Board of Directors
WSFS Financial Corporation:

We consent to incorporation by reference in the Registration Statements (No.
33-56108, No. 333-26099, 333-33713 and No. 333-40032) on Form S-8 of WSFS
Financial Corporation of our report dated January 23, 2001, except as to Note 21
which is as of March 16, 2001, relating to the consolidated statement of
condition of WSFS Financial Corporation and subsidiaries as of December 31,
2000, and 1999, and the related consolidated statements of operations, changes
in stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2000, which report appears in the December 31, 2000
annual report on Form 10-K of WSFS Financial Corporation.



/s/ KPMG LLP

Philadelphia, Pennsylvania
March 28, 2001