EXHIBIT 10.4


                               WVS FINANCIAL CORP.
                              AMENDED AND RESTATED
                   RECOGNITION AND RETENTION PLAN FOR OFFICERS
           AND TRUST AGREEMENT FOR OFFICERS OF WEST VIEW SAVINGS BANK

                                    ARTICLE I
                       ESTABLISHMENT OF THE PLAN AND TRUST

         1.01 WVS Financial Corp. (the "Corporation") hereby amends and restates
the  Recognition  and Retention Plan for Officers of West View Savings Bank (the
"Plan") and Trust (the "Trust") upon the terms and conditions hereinafter stated
in this amended and restated  Recognition and Retention Plan and Trust Agreement
(the "Agreement"),  with the amendment and restatement  effective as of November
24, 2008.

         1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   ARTICLE II
                               PURPOSE OF THE PLAN

         2.01 The purpose of the Plan is to retain  personnel of experience  and
ability in key  positions  by providing  such key  employees of the Savings Bank
with a  proprietary  interest  in the  Corporation  as  compensation  for  their
contributions to the Corporation,  the Savings Bank, and other  Subsidiaries and
as an incentive to make such contributions in the future.

                                   ARTICLE III
                                   DEFINITIONS

         The  following  words and phrases when used in this  Agreement  with an
initial capital letter,  unless the context clearly indicates  otherwise,  shall
have the meanings set forth below. Wherever appropriate,  the masculine pronouns
shall include the feminine pronouns and the singular shall include the plural.

         3.01  "Beneficiary"  means  the  person  or  persons  designated  by  a
Recipient  to receive any benefits  payable  under the Plan in the event of such
Recipient's  death.  Such person or persons  shall be  designated  in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar  written  notice to the  Committee.  In the absence of a written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

         3.02 "Board" means the Board of Directors of the Corporation.

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         3.03  "Change in Control"  shall mean a change in the  ownership of the
Corporation  or the  Savings  Bank,  a change in the  effective  control  of the
Corporation  or the Savings Bank or a change in the  ownership of a  substantial
portion of the assets of the  Corporation  or the Savings  Bank, in each case as
provided under Section 409A of the Code and the regulations thereunder.

         3.04 "Code" means the Internal Revenue Code of 1986, as amended.

         3.05 "Committee" means the committee appointed by the Board pursuant to
Article IV hereof.

         3.06 "Common  Stock" means shares of the common  stock,  $.10 par value
per share, of the Corporation.

         3.07  "Disability"  means the  Recipient (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous  period of not less than 12 months,  or (ii) is, by reason
of any  medically  determinable  physical  or  mental  impairment  which  can be
expected to result in death or can be expected to last for a  continuous  period
of not less than 12 months,  receiving income replacement  benefits for a period
of not less than  three  months  under an  accident  and  health  plan  covering
employees of the  Corporation  or the Savings Bank (or would have  received such
benefits for at least three  months if he had been  eligible to  participate  in
such plan).

         3.08  "Effective  Date"  means  the day on which the  Common  Stock was
initially sold by the Corporation in the Offering.

         3.09  "Employee"  means any person who is employed by the  Corporation,
the Savings Bank, or any Subsidiary,  including  officers or other employees who
may be directors of the Corporation.

         3.10  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended.

         3.11  "Offering"  means  the  offering  of Common  Stock to the  public
pursuant  to the  Plan of  Conversion  of West  View  Savings  Bank,  which  was
completed in November 1993.

         3.12 "Plan Shares" or "Shares" means shares of Common Stock held in the
Trust which may be distributed to a Recipient pursuant to the Plan.

         3.13 "Plan Share  Award" or "Award"  means a right  granted  under this
Plan to receive a  distribution  of Plan Shares upon  completion  of the service
requirements described in Article VII.

         3.14  "Recipient"  means an  Employee  who  receives a Plan Share Award
under the Plan.

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         3.15  "Retirement"  means a  termination  of  employment  upon or after
attainment  of age  sixty-five  (65) or such  earlier age as may be specified in
applicable  plans or policies of the Corporation or in a Recipient's  Plan Share
Award,  provided that no Retirement may occur prior to the one-year  anniversary
of the date the Recipient's Plan Share Award was granted.

         3.16  "Savings  Bank" means West View Savings  Bank,  the  wholly-owned
subsidiary of the Corporation.

         3.17   "Subsidiary"   means  West  View  Savings  Bank  and  any  other
subsidiaries of the  Corporation or the Savings Bank which,  with the consent of
the Board, agree to participate in this Plan.

         3.18  "Trustee"  means such firm,  entity or persons  nominated  by the
Committee  and approved by the Board  pursuant to Sections 4.01 and 4.02 to hold
legal title to the Plan for the purposes set forth herein.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01  Role  of the  Committee.  The  Plan  shall  be  administered  and
               -----------------------
interpreted by the Committee,  which shall consist of two or more members of the
Board,  none of whom shall be an officer or employee of the Corporation and each
of whom shall be a "disinterested person" within the meaning of Rule 16b-3 under
the Exchange Act. The Committee shall have all of the powers  allocated to it in
this and other Sections of the Plan. The  interpretation and construction by the
Committee  of any  provisions  of the Plan or of any Plan  Share  Award  granted
hereunder shall be final and binding. The Committee shall act by vote or written
consent of a majority  of its  members.  Subject to the express  provisions  and
limitations  of the Plan,  the Committee may adopt such rules,  regulations  and
procedures as it deems appropriate for the conduct of its affairs. The Committee
shall report its actions and decisions  with respect to the Plan to the Board at
appropriate  times,  but in no event less than one time per calendar  year.  The
Committee shall recommend to the Board a firm, other entity or persons to act as
Trustee in accordance  with the  provisions of this Plan and Trust and the terms
of Article VIII hereof.

         4.02 Role of the Board.  The members of the  Committee  and the Trustee
              -----------------
shall be appointed or approved by, and will serve at the pleasure of, the Board.
The Board may in its  discretion  from time to time remove  members from, or add
members to, the Committee, and may remove or replace the Trustee,  provided that
any directors who are selected as members of the Committee shall not be officers
or employees of the Corporation and shall be "Non-Employee Directors" within the
meaning of Rule 16b-3 promulgated under the Exchange Act.

         4.03  Limitation on Liability.  No member of the Board or the Committee
               -----------------------
shall be liable for any  determination  made in good  faith with  respect to the
Plan or any Plan Shares or Plan Share  Awards  granted  under it. If a member of
the Board or the Committee is a party or is threatened to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  by reason of anything done or not
done

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by him in such  capacity  under or with  respect  to the Plan,  the  Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably  believed to be in the best interests of the
Corporation  and any  Subsidiaries  and, with respect to any criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         4.04 Compliance with Laws and Regulations. All Awards granted hereunder
              ------------------------------------
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory  agency or stockholders as
may be required.

         4.07 No Deferral of  Compensation  Under Section 409A of the Code.  All
              ------------------------------------------------------------
Awards  granted  under the Plan are  designed  to not  constitute  a deferral of
compensation  for  purposes of Section 409A of the Code.  No Recipient  shall be
permitted to defer the  recognition  of income beyond the date an Award shall be
deemed earned pursuant to Article VII of this Plan.

                                    ARTICLE V
                                  CONTRIBUTIONS

         5.01 Amount and Timing of Contributions.  The Board shall determine the
              ----------------------------------
amount (or the method of computing  the amount) and timing of any  contributions
by the Corporation  and any  Subsidiaries  to the Trust  established  under this
Plan. Such amounts may be paid in cash or in shares of Common Stock and shall be
paid to the Trust at the designated time of  contribution.  No  contributions by
Employees shall be permitted.

         5.02  Investment  of Trust  Assets;  Number of Plan Shares.  Subject to
               ----------------------------------------------------
Section  8.02  hereof,  the  Trustee  shall  invest  all of the  Trust's  assets
primarily in Common  Stock.  The aggregate  number of Plan Shares  available for
distribution pursuant to this Plan shall be 52,500 shares of Common Stock, which
are issued by the Corporation in the Offering. Subsequent to consummation of the
Offering,  the Trust may  purchase  (from the  Corporation  and/or  stockholders
thereof)  additional  shares of Common Stock for  distribution  pursuant to this
Plan.

                                   ARTICLE VI
                            ELIGIBILITY; ALLOCATIONS

         6.01  Eligibility.  Plan Share Awards may be made to such  Employees as
               -----------
may be selected by the  Committee.  In  selecting  those  Employees to whom Plan
Share Awards may be granted and the number of Shares covered by such Awards, the
Committee  shall  consider  the position  and  responsibilities  of the eligible
Employees,  the value of their services to the Corporation and any Subsidiaries,
and any other  factors the Committee  may deem  relevant.  The Committee may but
shall  not be  required  to  request  the  written  recommendation  of the Chief
Executive  Officer  of the  Corporation  other  than with  respect to Plan Share
Awards to be granted to him.

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<PAGE>

         6.02  Form  of  Allocation.   As  promptly  as   practicable   after  a
               --------------------
determination  is made pursuant to Section 6.01 that a Plan Share Award is to be
issued,  the Committee shall notify the Recipient in writing of the grant of the
Award,  the number of Plan Shares covered by the Award, and the terms upon which
the Plan Shares subject to the Award shall be distributed to the Employee.  Such
terms shall be reflected in a written  agreement with the Employee.  The date on
which the  Committee so notifies the Recipient  shall be considered  the date of
grant of the Plan Share Award.  The Committee  shall maintain  records as to all
grants of Plan Share Awards under the Plan.

         6.03 Allocations Not Required to any Specific Employee. Notwithstanding
              -------------------------------------------------
anything to the  contrary in Section  6.01  hereof,  no Employee  shall have any
right or entitlement to receive a Plan Share Award  hereunder,  with such Awards
being at the total discretion of the Committee.

                                   ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

         7.01 Earning Plan Shares; Forfeitures.
              --------------------------------

                  (a) General  Rules.  Unless the Committee  shall  specifically
                      --------------
state to the contrary at the time a Plan Share Award is granted,  and subject to
the terms hereof, Plan Shares subject to an Award shall be earned by a Recipient
at the rate of ten percent  (10%) of the aggregate  number of Shares  covered by
the Award as of each annual  anniversary  of the date of grant of the Award.  If
the  employment  of a Recipient is  terminated  prior to the tenth (10th) annual
anniversary of the date of grant of a Plan Share Award for any reason (except as
specifically  provided in  subsections  (b), (c) and (d) below),  the  Recipient
shall  forfeit  the right to any  Shares  subject  to the Award  which  have not
theretofore been earned. No fractional  shares shall be distributed  pursuant to
this Plan.

                  (b) Exception for  Terminations  Due to Death,  Disability and
                      ----------------------------------------------------------
Retirement.  Notwithstanding the general rule contained in Section 7.01(a),  all
----------
Plan Shares subject to a Plan Share Award held by a Recipient  whose  employment
with the  Corporation or any Subsidiary  terminates due to death,  Disability or
Retirement  shall be deemed earned as of the Recipient's  last day of employment
with the  Corporation  or any  Subsidiary  and shall be  distributed  as soon as
practicable thereafter;  provided,  however, that no Awards shall be distributed
prior to six months from the date of grant of the Plan Share Award.

                  (c)  Exception  for a Change in Control.  Notwithstanding  the
                       ----------------------------------
general rule  contained in Section  7.01(a),  all Plan Shares  subject to a Plan
Share Award held by a  Recipient  shall be deemed to be earned in the event of a
Change in Control.

                  (d)  Revocation  for  Misconduct.   Notwithstanding   anything
                       ---------------------------
hereinafter  to the contrary,  the Board may by resolution  immediately  revoke,
rescind and  terminate  any Plan Share  Award,  or portion  thereof,  previously
awarded  under this Plan,  to the extent Plan  Shares have not been  distributed
hereunder  to the  Recipient,  whether  or not  yet  earned,  in the  case of an
Employee who is discharged  from the employ of the Corporation or any Subsidiary
for cause (as

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<PAGE>

hereinafter defined).  Termination of employment shall be deemed to be for cause
if the  Employee  has  been  convicted  of a  felony  by a  court  of  competent
jurisdiction  or has been  adjudged by a court of competent  jurisdiction  to be
liable for gross  negligence or misconduct in the  performance  of his duties to
the Corporation or any Subsidiary.

         7.02  Distribution of Dividends.  Any cash dividends or stock dividends
               -------------------------
declared  in  respect  of each Plan  Share held by the Trust will be paid by the
Trust,  as soon  as  practicable  after  the  Trust's  receipt  thereof,  to the
Recipient on whose behalf such Plan Share is then held by the Trust.

         7.03 Distribution of Plan Shares.
              ---------------------------

                  (a) Timing of  Distributions:  General Rule. Plan Shares shall
                      ------------------------
be distributed to the Recipient or his Beneficiary,  as the case may be, as soon
as  practicable  after they have been earned,  provided,  however,  that no Plan
Shares shall be distributed  to the Recipient or Beneficiary  pursuant to a Plan
Share  Award  within six months from the date on which that Plan Share Award was
granted to such person.

                  (b) Form of Distributions.  All Plan Shares, together with any
                      ---------------------
Shares representing stock dividends,  shall be distributed in the form of Common
Stock.  One share of Common  Stock shall be given for each Plan Share earned and
distributable. Payments representing cash dividends shall be made in cash.

                  (c)  Withholding.  The  Trustee  may  withhold  from  any cash
                       -----------
payment or Common Stock  distribution made under this Plan sufficient amounts to
cover any applicable  withholding and employment  taxes,  and if the amount of a
cash  payment  is  insufficient,  the  Trustee  may  require  the  Recipient  or
Beneficiary  to pay to the  Trustee  the amount  required  to be  withheld  as a
condition  of  delivering  the Plan  Shares.  The Trustee  shall pay over to the
Corporation or any Subsidiary  which employs or employed such Recipient any such
amount withheld from or paid by the Recipient or Beneficiary.

                  (d) Restrictions on Selling of Plan Shares.  Plan Share Awards
                      --------------------------------------
may not be sold,  assigned,  pledged or otherwise  disposed of prior to the time
that  they are  earned  and  distributed  pursuant  to the  terms of this  Plan.
Following  distribution,   the  Committee  may  require  the  Recipient  or  his
Beneficiary,  as the case may be, to agree not to sell or  otherwise  dispose of
his  distributed  Plan  Shares  except in  accordance  with all then  applicable
federal and state  securities  laws,  and the Committee may cause a legend to be
placed on the stock  certificate(s)  representing the distributed Plan Shares in
order to restrict the transfer of the distributed Plan Shares for such period of
time or under such  circumstances as the Committee,  upon the advice of counsel,
may deem appropriate.

         7.04 Voting of Plan Shares. After a Plan Share Award has been made, the
              ---------------------
Recipient  shall be  entitled to direct the Trustee as to the voting of the Plan
Shares  which are  covered by the Plan  Share  Award and which have not yet been
earned and  distributed  to him pursuant to Section  7.03,  subject to rules and
procedures  adopted  by the  Committee  for  this  purpose.  Provided  that

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<PAGE>

the Recipient informs the Trustee how the Recipient voted Plan Shares which have
been earned and  distributed  for and against  proposals  to  stockholders,  the
Trustee  shall  vote  all  Plan  Shares  which  have  not yet  been  earned  and
distributed  pursuant  to Section  7.03 in the same  proportion  for and against
proposals to stockholders as the Recipient actually votes Plan Shares which have
been earned and distributed  pursuant to Section 7.03. If the Recipient does not
provide the Trustee with such  information,  Plan Shares which have not yet been
earned  and  distributed  pursuant  to  Section  7.03  shall not be voted by the
Trustee.  In the event a tender offer is made for Plan Shares, the Trustee shall
tender Plan Shares held by it which have not yet been earned and  distributed in
the same  proportion in which the Recipient  actually  tenders Plan Shares which
have been earned and distributed.

                                  ARTICLE VIII
                                      TRUST

         8.01 Trust.  The Trustee shall receive,  hold,  administer,  invest and
              -----
make  distributions  and  disbursements  from the Trust in  accordance  with the
provisions  of  the  Plan  and  Trust  and  the  applicable  directions,  rules,
regulations,  procedures and policies  established by the Committee  pursuant to
the Plan.

         8.02  Management of Trust. It is the intent of this Plan and Trust that
               -------------------
the Trustee shall have complete  authority  and  discretion  with respect to the
arrangement,  control and  investment  of the Trust,  and that the Trustee shall
invest  all  assets  of  the  Trust  in  Common  Stock  to  the  fullest  extent
practicable,  except  (i) to the extent  that the  Trustee  determines  that the
holding  of  monies  in  cash or  cash  equivalents  is  necessary  to meet  the
obligations of the Trust and (ii)  contributions to the Trust by the Corporation
prior to the  Offering  may be  temporarily  invested  in such  interest-bearing
account or  accounts  as the  Trustee  shall  determine  to be  appropriate.  In
performing  its duties,  the  Trustee  shall have the power to do all things and
execute such  instruments  as may be deemed  necessary or proper,  including the
following powers:

                  (a) To invest up to one  hundred  percent  (100%) of all Trust
assets in Common  Stock  without  regard  to any law now or  hereafter  in force
limiting   investments  for  trustees  or  other  fiduciaries.   The  investment
authorized herein may constitute the only investment of the Trust, and in making
such  investment,  the Trustee is authorized  to purchase  Common Stock from the
Corporation or from any other source,  and such Common Stock so purchased may be
outstanding, newly issued, or treasury shares.

                  (b) To invest  any Trust  assets  not  otherwise  invested  in
accordance  with (a)  above,  in such  deposit  accounts,  and  certificates  of
deposit,  obligations  of the United  States  Government or its agencies or such
other investments as shall be considered the equivalent of cash.

                  (c) To sell,  exchange or otherwise dispose of any property at
any time held or acquired by the Trust.

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<PAGE>

                  (d)  To  cause  stocks,   bonds  or  other  securities  to  be
registered  in the name of a nominee,  without the addition of words  indicating
that such  security  is an asset of the Trust  (but  accurate  records  shall be
maintained showing that such security is an asset of the Trust).

                  (e) To hold cash  without  interest in such  amounts as may in
the opinion of the Trustee be  reasonable  for the proper  operation of the Plan
and Trust.

                  (f) To employ  brokers,  agents,  custodians,  consultants and
accountants.

                  (g) To hire  counsel  to render  advice  with  respect  to its
rights,  duties and  obligations  hereunder,  and such other  legal  services or
representation as it may deem desirable.

                  (h) To hold funds and securities  representing  the amounts to
be distributed  to a Recipient or his  Beneficiary as a consequence of a dispute
as to the disposition thereof, whether in a segregated account or held in common
with other assets of the Trust.

         Notwithstanding  anything herein contained to the contrary, the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or give bond.

         8.03 Records and  Accounts.  The Trustee  shall  maintain  accurate and
              ---------------------
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

         8.04  Expenses.  All costs and expenses  incurred in the  operation and
               --------
administration of this Plan shall be borne by the Corporation.

         8.05  Indemnification.  Subject to the  requirements of applicable laws
               ---------------
and regulations,  the Corporation  shall indemnify,  defend and hold the Trustee
harmless against all claims,  expenses and liabilities arising out of or related
to the  exercise  of the  Trustee's  powers  and  the  discharge  of its  duties
hereunder,  unless  the same  shall be due to its gross  negligence  or  willful
misconduct.

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.01  Adjustments  for Capital  Changes.  The aggregate  number of Plan
               ---------------------------------
Shares  available  for  distribution  pursuant to the Plan Share  Awards and the
number of Shares to which any Plan Share Award relates shall be  proportionately
adjusted for any increase or decrease in the total number of outstanding  shares
of Common Stock issued  subsequent  to the  Effective  Date  resulting  from any
split,  subdivision or consolidation of shares or other capital  adjustment,  or
other increase or decrease in such shares effected without receipt or payment of
consideration   by  the   Corporation.   If,   upon  a  merger,   consolidation,
reorganization,  liquidation, recapitalization or the like of the Corporation or
of another  corporation,  the shares of the Corporation's  Common

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<PAGE>

Stock shall be exchanged for other  securities of the  Corporation or of another
corporation,  each Recipient of a Plan Share Award shall be entitled, subject to
the conditions  herein stated,  to receive such number of shares of Common Stock
or amount of other  securities of the  Corporation or such other  corporation as
were  exchangeable  for the number of shares of Common Stock of the  Corporation
which such  Recipients  would  have been  entitled  to  receive  except for such
action.

         9.02  Amendment and  Termination of Plan. The Board may, by resolution,
               ----------------------------------
at any time amend or terminate  the Plan,  subject to any  required  stockholder
approval or any  stockholder  approval  which the Board may deem to be advisable
for any reason,  such as for the purpose of obtaining or retaining any statutory
or regulatory  benefits  under tax,  securities or other laws or satisfying  any
applicable stock exchange listing  requirements.  The Board may not, without the
consent  of the  Recipient,  alter or  impair  his Plan  Share  Award  except as
specifically  authorized  herein.  The provisions of Articles VI and VII of this
Plan shall not be amended more than once every six months, other than to comport
with changes in the  Internal  Revenue  Code of 1986,  as amended,  the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
promulgated  under such  statutes.  Notwithstanding  any other  provision of the
Plan, this Plan may not be terminated prior to such time as all outstanding Plan
Share Awards  granted to Recipients  have been earned or forfeited in accordance
with the Plan.

         9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall
              ---------------
not be  transferable  by a Recipient,  and during the lifetime of the Recipient,
Plan  Shares may only be earned by and paid to a Recipient  who was  notified in
writing of an Award by the  Committee  pursuant to Section 6.02. No Recipient or
Beneficiary shall have any right in or claim to any assets of the Plan or Trust,
nor shall the Corporation or any Subsidiary be subject to any claim for benefits
hereunder.

         9.04 Employment Rights.  Neither the Plan nor any grant of a Plan Share
              -----------------
Award  or Plan  Shares  hereunder  nor any  action  taken  by the  Trustee,  the
Committee or the Board in connection with the Plan shall create any right on the
part of any  Employee  to  continue  in the  employ  of the  Corporation  or any
Subsidiary.

         9.05 Voting and Dividend Rights.  No Recipient shall have any voting or
              --------------------------
dividend  rights or other rights of a stockholder  in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Sections 7.02 and
7.04  above,  prior to the  time  said  Plan  Shares  are  actually  earned  and
distributed to him.

         9.06 Governing Law. The Plan and Trust shall be governed by the laws of
              -------------
the Commonwealth of Pennsylvania.

         9.07 Effective  Date.  This Plan shall be effective as of the Effective
              ---------------
Date, and Awards may be granted  hereunder as of or after the Effective Date and
as long as the Plan remains in effect.  The  amendment and  restatement  of this
Plan shall be effective as of the date set forth in Section 1.01 above.

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<PAGE>

         9.08 Term of Plan.  This Plan shall  remain in effect until the earlier
              ------------
of (1) ten (10) years from the Effective  Date, (2) termination by the Board, or
(3) the distribution to Recipients and Beneficiaries of all assets of the Trust.

         9.09 Tax Status of Trust.  It is  intended  that the trust  established
              -------------------
hereby be treated as a Grantor Trust of the Corporation  under the provisions of
Section 671 et seq. of the Code, as the same may be amended from time to time.
            -- ---




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<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  amended  and
restated  Agreement  to be  executed  by its duly  authorized  officers  and the
corporate  seal to be affixed and duly  attested,  and the Trustees of the Trust
established  pursuant  hereto have duly and validly  executed  this  amended and
restated Agreement, all on this 24th day of November 2008.

ATTEST:                              WVS FINANCIAL CORP.



/s/ Pamela M. Gregio                 By:   /s/ David J. Bursic
--------------------------------           -------------------------------------
Pamela M. Gregio                           David J. Bursic
Secretary                                  President and Chief Executive Officer


                                      TRUSTEES:


                                     /s/ David J. Bursic
                                     -------------------------------------------
                                     David J. Bursic


                                     /s/ David L. Aeberli
                                     -------------------------------------------
                                     David L. Aeberli


                                     /s/ Margaret VonDerau
                                     -------------------------------------------
                                     Margaret VonDerau



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