EXHIBIT 10.2


                 WVS FINANCIAL CORP. AND WEST VIEW SAVINGS BANK
           AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN

                                   ARTICLE 1.
                        ESTABLISHMENT AND PURPOSE OF PLAN

         1.1  Establishment of the Plan.  Effective as of November 24, 2008, the
              -------------------------
Directors'  Deferred  Compensation  Program  (the "Prior  Plan") was amended and
restated in its entirety. The Prior Plan was originally adopted as the West View
Savings Bank Trustee  Deferred  (Director)  Fee Plan in January 1985 and amended
August 31, 1993 and January 27, 1998.  This  amended and restated  plan shall be
known as the Amended and Restated  Directors'  Deferred  Compensation  Plan (the
"Plan") and shall in all respects be subject to the provisions set forth herein.

         1.2  Purpose  of the  Plan.  The  purpose  of the Plan is to  provide a
              ---------------------
deferred  compensation  arrangement to members of the Boards of Directors of WVS
Financial  Corp.,  Pittsburgh,  Pennsylvania  (the "Company") and any subsidiary
company,  including  West View Savings Bank (the "Bank"),  which elects to adopt
the Plan.  The  Company,  the Bank and any other  participating  subsidiary  are
collectively referred to herein as the "Employer." The Plan is intended to be an
unfunded  plan  qualifying  as a "top hat" plan for  purposes  of Title I of the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and for
purposes of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan
is being  amended  and  restated  in order to comply  with the  requirements  of
Section  409A of the Code  and the  final  regulations  issued  by the  IRS.  No
benefits  payable  under  this  Plan  shall be deemed  to be  grandfathered  for
purposes of Section 409A of the Code.

                                   ARTICLE 2.
                                   DEFINITIONS

         2.1  Beneficiary.  "Beneficiary"  means the  person,  persons or entity
              -----------
designated by the Participant, as provided in Article 5, to receive any benefits
payable under the Plan.

         2.2 Board.  "Board"  means the Board of Directors  of the Company,  the
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Bank and any other participating subsidiary.

         2.3  Change  in  Control.  "Change  in  Control"  means a change in the
              -------------------
ownership of the Company or the Bank, a change in the  effective  control of the
Company or the Bank or a change in the ownership of a substantial portion of the
assets of the Company or the Bank,  in each case as provided  under Section 409A
of the Code and the regulations thereunder.

         2.4  Committee.  "Committee"  means the  Compensation  Committee of the
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Board of Directors of the Company or such other committee as may be appointed by
the Board to administer the Plan pursuant to Article 3.

         2.5 Company Stock. "Company Stock" shall mean shares of common stock of
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the Company.

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         2.6 Compensation. "Compensation" means any Board fees or committee fees
             ------------
payable  to a  Participant  during a Plan Year by the  Company,  the Bank or any
other participating subsidiary.

         2.7 Contribution Date. "Contribution Date" means the date a Participant
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would have received the Compensation but for the Deferral Election.

         2.8 Declared Rate.  "Declared  Rate" means an interest rate  determined
             -------------
from time to time by the Committee in its discretion.

         2.9  Deferral  Election.  "Deferral  Election"  means  a  Participant's
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written election to the Committee to defer any or all of his Compensation.

         2.10 Deferred Compensation. "Deferred Compensation" means the amount of
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Compensation  deferred by a  Participant  pursuant to the  Deferral  Election in
effect at the time of deferral.

         2.11 Deferred  Compensation  Account.  "Deferred  Compensation Account"
              -------------------------------
means the account  maintained  on the books of the Employer  with respect to the
Plan.  Each  Deferred  Compensation  Account  shall  consist  of  the  following
sub-accounts:  (i) a Fixed Income Fund Account, (ii) an Investment Fund Account,
(iii)  a Stock  Units  Account,  and  (iv)  such  other  sub-accounts  as may be
necessary to reflect such Plan Year's  allocation and such further  sub-Accounts
as the Committee  may deem  necessary.  A  Participant's  Deferred  Compensation
Account  shall  be  utilized   solely  as  a  device  for  the  measurement  and
determination of any benefits payable to the Participant  pursuant to this Plan.
A Participant shall have no interest in his Deferred  Compensation  Account, nor
shall it constitute or be treated as a trust fund of any kind.

         2.12 Determination Date. "Determination Date" means any date on which a
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debit or a credit is made to a Participant's Deferred Compensation Account.

         2.13 Director.  "Director" means any active member of the Board and any
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retired former Director who is servicing as a director emeritus.

         2.14  Disability.  "Disability"  means a  Participant  (i) is unable to
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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 twelve
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  twelve  months,  receiving  income
replacement  benefits  for a  period  of not less  than  three  months  under an
accident  and health plan  covering  employees  of the  Employer  (or would have
received  such  benefits for at least three months if the  Participant  had been
eligible to  participate  in such plan).  The  determination  of the Board as to
Disability shall be binding on a Participant.

         2.15 Fair Market  Value.  "Fair Market Value" shall be the closing sale
              ------------------
price of a share of Company  Stock on the date in  question  (or, if such day is
not a trading day in the U.S. markets, on the nearest preceding trading day), as
reported with respect to the principal  market (or the composite of the markets,
if more than one) or  national  quotation  system in which such

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shares are then traded,  or if no such  closing  prices are  reported,  the mean
between the high bid and low asked  prices that day on the  principal  market or
national  quotation  system then in use, or if no such quotations are available,
the price furnished by a professional  securities dealer making a market in such
shares.

         2.16 Fixed Income Fund.  "Fixed Income Fund" means an  investment  fund
              -----------------
for Deferred  Compensation which provides interest on the Deferred  Compensation
Account as set forth in Section 4.10(a) below.

         2.17 Investment Direction. "Investment Direction" means a Participant's
              --------------------
written  direction  to  the  Committee  to  invest  the  Participant's  Deferred
Compensation  Account in the Fixed Income Fund, the  Investment  Fund Account or
the Stock Units Account.

         2.18 Investment  Fund.  "Investment  Fund" means an investment fund for
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Deferred  Compensation  consisting  of an investment in such mutual funds and/or
other marketable  securities  (excluding  Company Stock) as may be authorized by
the Committee from time to time.

         2.19  Participant.  "Participant"  means  any  Director  on  the  Board
               -----------
identified and selected for  participation  in the Plan by the Committee and who
elects to defer compensation.

         2.20 Plan. "Plan" means the Deferred  Compensation Plan, as amended and
              ----
restated.

         2.21 Plan Year. "Plan Year" means a twelve (12) month period commencing
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each  January  1 and  ending  each  December  31,  or such  other  Plan  Year as
determined by the Committee.

         2.22  Separation  from  Service.  "Separation  from  Service"  means  a
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termination  of the  Participant's  services  (whether  as an  employee or as an
independent  contractor)  to the  Employer  for any  reason  other than death or
Disability.  Whether a Separation  from Service has occurred shall be determined
in accordance with the requirements of Section 409A of the Code based on whether
the facts and  circumstances  indicate  that the  Employer  and the  Participant
reasonably  anticipated  that no further  services  would be  performed  after a
certain  date or that the  level of bona fide  services  the  Participant  would
perform after such date (whether as an employee or as an independent contractor)
would  permanently  decrease to no more than twenty percent (20%) of the average
level of bona fide services  performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36) month period.

         2.23 Service Period.  "Service  Period" means any period of time during
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which a Participant  performs services for which he earns Compensation  during a
Plan Year.

         2.24 Specified Employee.  "Specified  Employee" means a key employee as
              ------------------
defined in Section  416(i) of the Code (without  regard to Section  416(i)(5) of
the  Code)  and as  otherwise  defined  in  Section  409A  of the  Code  and the
regulations thereunder.

         2.25 Spouse.  "Spouse"  means a  Participant's  wife or husband who was
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lawfully  married  to  the  Participant   prior  to  and  at  the  time  of  the
Participant's Disability, death or Separation from Service.

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         2.26 Stock  Units.  "Stock  Units"  shall  represent  shares of Company
              ------------
Stock, with each Stock Unit representing one share of Company Stock.

         2.27 Unforeseeable Emergency.  "Unforeseeable Emergency" means a severe
              -----------------------
financial hardship to the Participant  resulting from (1) an illness or accident
of the Participant,  the Participant's Spouse, or a dependent of the Participant
(within  the  meaning  of  Section  152(a)  of  the  Code),   (2)  loss  of  the
Participant's   property  due  to  casualty,  or  (3)  other  extraordinary  and
unforeseeable  circumstances arising as a result of events beyond the control of
the  Participant.  The amount of such  distribution  may not exceed the  amounts
necessary to satisfy the emergency.  The  circumstances  that will constitute an
"Unforeseeable  Emergency"  will  depend on the facts of each case,  but, in any
case,  payment  may not be made in the  event  that such  hardship  is or may be
relieved:

                  (a) through  reimbursement  or  compensation  by  insurance or
         otherwise;

                  (b) by liquidation of the Participant's  assets, to the extent
         that liquidation of such assets would not itself cause severe financial
         hardship; or

                  (c) by cessation of deferrals under the Plan.

         2.28 Valuation Date. In determining the amount of annual  installments,
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the  Valuation  Date shall be the close of business on the last  business day of
the month immediately preceding the date of the payment.

                                   ARTICLE 3.
                                 ADMINISTRATION

         3.1 Committee; Duties.
             -----------------

         (a) Generally.  The Plan shall be  administered by the Committee or any
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successor committee thereto appointed by the Board. Members of the Committee may
be  Participants  under the Plan. The Committee shall also have the authority to
make, amend, interpret and enforce all appropriate rules and regulations for the
administration  of the Plan and to  decide  or  resolve  any and all  questions,
including interpretations of the Plan, as may arise in connection with the Plan.

         (b) Selection and  Termination  of  Participants.  The Committee  shall
             --------------------------------------------
identify  and  select  Directors  of the  Employer  who  shall  be  eligible  to
participate  in the Plan.  The  Committee  may  terminate  participation  of any
Participant upon written notice to the Participant;  provided,  however that the
effective  date of such  termination  may be no earlier than January 1 following
the date such written notice is provided.

         3.2 Agents. In the  administration of the Plan, the Committee may, from
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time to time, employ an agent and delegate to it such  administrative  duties as
it sees fit and may, from time to time,  consult with counsel who may be counsel
to the Employer.

         3.3  Binding  Effect  of  Decisions.  The  decision  or  action  of the
              ------------------------------
Committee with respect to any question  arising out of or in connection with the
administration,  interpretation  and

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<PAGE>

application  of the Plan and the rules  and  regulations  promulgated  hereunder
shall be final and  conclusive  and binding upon all persons having any interest
in the Plan.

         3.4 Indemnity of the Committee.  The Employer shall  indemnify and hold
             --------------------------
harmless  the  members of the  Committee  against  any and all  claims,  losses,
damages,  expenses or liabilities arising from any action or failure to act with
respect  to the  Plan,  except  in the  case  of  gross  negligence  or  willful
misconduct by the Committee or any of its members.

                                   ARTICLE 4.
                          DEFERRED COMPENSATION ACCOUNT

         4.1  Enrollment  Requirements;   Deferred  Compensation  Account.  Each
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Participant  shall  complete,  execute  and return to the  Committee  a Deferral
Election form and a beneficiary designation form prior to the election deadlines
set forth in  Section  4.2  below.  The  Employer  shall  establish  a  Deferred
Compensation Account for each Participant,  which shall be administered pursuant
to the terms and provisions of this Plan.

         4.2 Timing of Initial Deferral Election.
             -----------------------------------

         (a) Generally.  A Deferral Election form to defer  Compensation must be
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received by the Committee prior to the date specified in this Section 4.2 of the
Plan.  Any  elections  to  defer  Compensation  must be made on or  prior to the
December 31st  preceding the calendar year in which such income shall be earned,
subject  to the  exception  provided  in  Section  4.2(b) of the Plan.  Under no
circumstances may a Participant defer  Compensation to which the Participant has
already attained,  at the time of the deferral,  a legally  enforceable right to
receive such Compensation.

         (b)  New  Participant.  Notwithstanding  anything  in the  Plan  to the
              ----------------
contrary,  in the case of the first year in which a Participant becomes eligible
to  participate  in the Plan,  elections to defer  Compensation  may be made for
services to be performed  subsequent to the election  within thirty (30) days of
the date a Participant  first becomes eligible to participate in this Plan, with
such  elections  in each case to be effective  as of the  immediately  following
month. Such deferral  elections by new Participants shall also include a payment
election.

         (c) A Participant may not elect to change his or her Deferral  Election
that is in effect for a Plan Year. A Participant  may change his or her Deferral
Election for a  subsequent  Plan Year,  provided  that the  subsequent  Deferral
Election is made on or prior to the December 31st preceding the calendar year in
which such income shall be earned.

         4.3 Prior Elections. Any payment elections made by a Participant before
             ---------------
January  1, 2005 shall  continue  in effect  until such time as the  Participant
makes a subsequent  payment  election  pursuant to either Section 4.4 or Section
4.5 below and such payment election becomes  effective as set forth below. If no
payment election was previously made, then the current payment election shall be
deemed to be 10 annual  installment  payments  commencing as of the first day of
the month after the Participant's service is terminated due to a Separation from
Service, death or Disability, subject to Section 5.3 of the Plan.

         4.4  Transitional  Elections  Prior to 2009. On or before  December 31,
              --------------------------------------
2008, if a Participant  wishes to change his payment  election,  the Participant
may do so by  completing  a

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<PAGE>

payment election form approved by the Committee, provided that any such election
(1) must be made at least 12 months  before the date on which  benefit  payments
due to a Separation from Service or upon a fixed date are scheduled to commence,
(2) must be made  before the  Participant  has a  Separation  from  Service or a
termination  of service  due to death or  Disability,  (3) shall not take effect
before  the date that is 12 months  after the date the  election  is made by the
Participant  and  accepted by the  Committee,  (4) does not cause a payment that
would  otherwise  be made in the year of the  election  to be delayed to a later
year, and (5) does not accelerate  into the year in which the election is made a
payment that is otherwise scheduled to be made in a later year.

         4.5 Changes in Payment  Elections  after 2008.  On or after  January 1,
             -----------------------------------------
2009, if a Participant  wishes to change his payment  election,  the Participant
may do so by  completing  a payment  election  form  approved by the  Committee,
provided  that any such  election (1) must be made at least 12 months before the
date on which benefit  payments due to a Separation from Service or upon a fixed
date are scheduled to commence,  (2) must be made before the  Participant  has a
Separation  from Service or a termination of service due to death or Disability,
(3) shall not take effect  before the date that is 12 months  after the date the
election is made by the Participant  and accepted by the Committee,  and (4) for
payments  to be made  other  than upon  death or  Disability,  must  provide  an
additional  deferral  period of at least five  years from the date such  payment
would  otherwise  have  been  made (or in the case of any  installment  payments
treated  as a single  payment,  five  years  from the date the first  amount was
scheduled  to be paid).  For  purposes  of this Plan and clause  (4) above,  all
installment payments under this Plan shall be treated as a single payment.

         4.6  Termination  of Deferral  Election.  The Deferral  Election of any
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Participant  whose  future  participation  in  the  Plan  is  terminated  by the
Committee  shall be  deemed  terminated  as of the  first  day of the Plan  Year
following such determination.

         4.7 Vesting.  A Participant  shall be one hundred percent (100%) vested
             -------
in his Deferred Compensation Account at all times.

         4.8  Withholding.   Any  amounts  required  to  be  withheld  from  the
              -----------
Participant's  Deferred  Compensation  pursuant to  federal,  state or local law
shall be  withheld  first from the  non-deferred  portion  of the  Participant's
Compensation and, to the extent necessary, from the Deferred Compensation.  Upon
the  occurrence of a Payment Event,  to the extent  required by law in effect at
the time  payments are made,  the Employer  shall  withhold  from  payments made
hereunder any taxes required to be withheld pursuant to federal,  state or local
law.

         4.9 Investment Direction.  At any time, a Participant may submit to the
             --------------------
Committee a completed Investment Direction directing investment contributions in
his  Deferred  Compensation  Account  in  either  the  Fixed  Income  Fund,  the
Investment  Fund or Stock Units.  The  Committee  shall,  as soon as  reasonably
possible, implement the investments as directed by the Participant.  Neither the
Committee nor the Employer  shall be liable for any damages  resulting  from any
loss  in  the  value  of  a  Participant's  Deferred  Compensation  Account  for
implementing the Investment Direction as soon as reasonably  possible.  "As soon
as reasonably  possible" shall mean at least two (2) business days following the
day on which the  Investment  Direction  is received by the Employer  and,  may,
under the then current  circumstances,  constitute an additional period of time.
Participants  are not  permitted  to  transfer  amounts  out of the Stock  Units
Account.

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         4.10  Determination of Deferred  Compensation  Account. A Participant's
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Deferred Compensation Account shall consist of an investment in the Fixed Income
Fund, if applicable,  the Investment  Fund, if applicable,  and Stock Units,  if
applicable.  A  Participant's  investment  in either the Fixed Income Fund,  the
Investment Fund or Stock Units shall be maintained and  administered as provided
in Sections 4.10(a), (b) and (c) below.

         (a) Fixed Income Fund. A  Participant's  investment in the Fixed Income
             -----------------
Fund shall be calculated as of each  Determination Date and shall consist of the
balance  of the  Fixed  Income  Fund as of the most  recent  Determination  Date
credited  by an  amount  equal  to the  Deferred  Compensation  directed  by the
Participant  to be  invested  in the Fixed  Income  Fund or  otherwise  required
pursuant  to this Plan to be  invested  in the Fixed  Income Fund since the most
recent  Determination  Date.  Said Account shall be debited by the amount of any
distributions from said Account since the most recent  Determination Date. After
adjustment as provided  above,  interest shall be credited to the Account at the
Declared Rate.

         (b)  Investment  Fund.  At each  Determination  Date,  a  Participant's
              ----------------
investment in the Investment  Fund shall be credited with the amount of Deferred
Compensation  directed by the Participant to be invested in the Investment Fund.
In addition, a Participant's  investment in the Investment Fund shall be debited
for all costs, fees or commissions  assessed in connection with the purchase and
sale of securities as directed by Participant.

         (c) Stock  Units.  Subject to any terms and  conditions  imposed by the
             ------------
Committee,  Participants  may elect to have  Deferred  Compensation  invested in
Stock Units under the Plan, with a Stock Units Account established for each such
Participant.  On terms determined by the Committee, the Stock Unit Account will,
as of the date  that  Deferred  Compensation  is  invested  in Stock  Units,  be
credited  with a number of share units  corresponding  to the amount of Deferred
Compensation being invested in Stock Units divided by the Fair Market Value of a
share of Company Stock on such date. With respect to any fractional  shares, the
Committee may credit the  Participant's  Fixed Income Fund Account or Investment
Fund Account with such amount in lieu of depositing such fractional  shares into
the Stock Units  Account.  The Stock Units  Account (i) may not be  diversified,
(ii) must remain at all times credited with units that represent  Company Stock,
and (iii) must be  distributed  solely in the form of Company  Stock;  provided,
however,  that in the event of any change in the  outstanding  shares of Company
Stock  by  reason  of any  recapitalization,  merger,  consolidation,  spin-off,
reorganization,  combination  or exchange of shares or other  similar  corporate
change,  then the Stock  Units  Account of each  Participant  shall be  adjusted
either by the Committee in a reasonable  manner to compensate  for the change or
by the agreement executed by the Company or the Bank with respect to such event,
and any such adjustment  shall be conclusive and binding for all purposes of the
Plan.

                  (i) Investment Return.  Appreciation and depreciation in value
                      -----------------
         of the Stock Units  Account  shall be equal to the actual  appreciation
         and depreciation of the Company Stock.

                  (ii)   Allocation   of   Hypothetical   Investment.   Deferred
                         -------------------------------------------
         Compensation  invested  in Stock  Units  shall  continuously  be deemed
         invested  in Stock Units until  settlement  of the Stock Units  Account
         pursuant to Article V hereof, and the Participant shall not be entitled
         to reallocate Stock Units into any other investments.

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<PAGE>

                  (iii) Voting.  Participants  shall not be entitled to vote any
                        ------
         Company  Stock  underlying  the Stock  Units held in their  Stock Units
         Accounts.

                  (iv)  Dividends.  If the Company  pays cash  dividends  or any
                        ---------
         other cash  distributions  with respect to the Company  Stock,  then an
         equivalent  amount with  respect to the Stock Units in a  Participant's
         Stock Units Account shall be credited to the Participant's Fixed Income
         Fund  Account.  If there are any stock  dividends  or stock splits with
         respect to the Company Stock, then an equivalent amount with respect to
         the  Stock  Units  in a  Participant's  Stock  Units  Account  shall be
         credited  to the  Participant's  Stock  Units  Account  in the  form of
         additional Stock Units.

         4.11 Annual  Reporting.  Within one hundred twenty (120) days following
              -----------------
the end of each Plan Year,  the Committee  shall  provide to each  Participant a
statement  setting forth the value as of the last day of the preceding Plan Year
in the Participant's Deferred Compensation Account, including the contributions,
withdrawals, earnings and losses.

         4.12  Rabbi  Trust.  The  Employer  may,  at any time,  in its sole and
               ------------
absolute discretion,  fund a Participant's  Deferred Compensation Account with a
Rabbi Trust then in existence for the Plan; provided,  however, said Trust shall
substantially  comply with (i) the terms and provisions of the model Rabbi Trust
as set  forth  in  Rev.  Proc.  92-64,  1992-2  CB 422  as  now  existing  or as
subsequently modified, and (ii) the requirements of Section 409A of the Code.

                                   ARTICLE 5.
                        PAYMENT OF DEFERRED COMPENSATION

         5.1 Payment Events.  Each  Participant  shall be entitled to payment of
             --------------
deferred  compensation  equal  to the  amount  of the  vested  balance  of  such
Participant's  Deferred  Compensation Account as of the earliest to occur of the
following  events  selected  by a  Participant  on  his  payment  election  form
(hereinafter "Payment Event"):

                  (a)      Separation  from  Service (as defined in Section 2.22
                           above),

                  (b)      Death,

                  (c)      Disability (as defined in Section 2.14 above),

                  (d)      Change in Control  (as defined in Section 2.3 above),
                           or

                  (e)      A  pre-specified  date  as  specified  on  a  payment
                           election form.

In addition to the above  Payment  Events,  the  Committee  may, in its sole and
absolute  discretion,  allow a Participant to withdraw amounts from his Deferred
Compensation  Account  upon the  occurrence  of an  Unforeseeable  Emergency.  A
Participant  may request a  distribution  due to an  Unforeseeable  Emergency by
submitting  a written  request  to the  Committee  accompanied  by  evidence  to
demonstrate that the circumstances being experienced qualify as an Unforeseeable
Emergency.  Any withdrawal approved by the Committee shall not exceed the amount
necessary to meet the Unforeseeable Emergency.

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<PAGE>

         5.2 Form of Payment.  Upon  initially  electing to  participate  in the
             ---------------
Plan, a Participant shall also select, on the payment election form, the form in
which  deferred  compensation  is to be paid to him following a Payment Event. A
Participant  may elect to receive payment in either a lump sum or in annual cash
payments over a period from two (2) to ten (10) years,  except that amounts held
in the Stock Units  Account  must be  distributed  in the form of Company  Stock
(unless adjusted  pursuant to Section 4.10(c) of the Plan). The election may not
be altered by the  Participant  after he  commences  participation  in the Plan,
except as set forth in Sections  4.4 and 4.5 above.  If a  Participant  fails to
elect a form of  payment,  the  Deferred  Compensation  shall  be paid to him in
annual cash  payments  over ten (10)  years),  except  amounts held in the Stock
Units Account must be distributed in the form of Company Stock (unless  adjusted
pursuant to Section 4.10(c) of the Plan).

         5.3  Timing  of  Payment  Event.  Within  sixty  (60)  days  after  the
              --------------------------
occurrence  of a Payment  Event,  the  Employer  shall  commence  payment to the
Participant or the Participant's designated Beneficiary or legal representative,
as the case may be, of the Participant's  Deferred Compensation Account,  except
as set forth below.  The Deferred  Compensation  Account  balance  shall be paid
pursuant  to Section  5.2  above.  Notwithstanding  anything  in the Plan to the
contrary,  if a Participant is deemed to be a Specified  Employee at the time of
Separation  from Service,  then any payments made on account of Separation  from
Service  will be made or will  commence on the first day of the month  following
the lapse of six (6) months after the date of the  Separation  from Service (or,
if earlier, upon the death of a Participant).  If payments are to made in annual
installments  and are delayed as set forth in the preceding  sentence,  then (a)
the  number  of  annual   installments  shall  remain  the  same,  and  (b)  the
installments  payments  shall be paid  each year  commencing  as of the date set
forth in the preceding sentence and on each annual anniversary of such date.

         5.4  Amount of Each  Installment  Payment.  The  dollar  amount of each
              ------------------------------------
annual  installment paid to a Participant or his or her  Beneficiaries  shall be
determined by multiplying the value of the Participant's vested Deferral Account
as of the close of business on the day preceding such payment by a fraction. The
numerator of the fraction shall in all cases be one, and the  denominator of the
fraction shall be the number of annual installments  remaining to be paid to the
Participant or his or her  Beneficiaries,  including the annual  installment for
which the  calculation is being made. For example,  if a Participant  elected to
receive 10 annual installments, the amount of the first annual installment shall
be 1/10th of the  Participant's  vested  Deferral  Account,  the  second  annual
installment shall be 1/9th of the then remaining vested Deferral Account, and so
on.

         5.5 Beneficiary  Designation.  Each Participant shall have the right to
             ------------------------
designate primary and contingent  Beneficiaries to receive any payment which may
be  payable  hereunder  following  the  Participant's  death.  Such  beneficiary
designation  shall be delivered in writing to the Committee,  and may be changed
at any time by a subsequent  written notice to the  Committee.  The last written
designation  delivered to the Committee prior to the  Participant's  death shall
control. Such beneficiary  designation shall become effective only when received
by the Committee.  If a Participant fails to designate a Beneficiary,  or if his
Beneficiary designation is revoked by operation of law and he does not designate
a new Beneficiary, or if all designated Beneficiaries predecease the Participant
or die prior to complete distribution of the Participant's Deferred Compensation
Account,  remaining  payments shall be made to the legal  representative

                                       9
<PAGE>

of  the  Participant's   estate.   Any  payment  of  a  Participant's   Deferred
Compensation  Account in  accordance  with this  Section  5.5 shall  release the
Employer from all future liability hereunder.

                                   ARTICLE 6.
                                 CLAIM PROCEDURE

         6.1  Scope  of  Claims  Procedures.  This  Article  is  based  on final
              -----------------------------
regulations  issued by the  Department  of Labor and  published  in the  Federal
Register on November 21, 2000 and codified at 29 C.F.R.  Section 2560.503-1.  If
any  provision  of  this  Article  conflicts  with  the  requirements  of  those
regulations, the requirements of those regulations will prevail.

         6.2 Initial Claim.  The  Participant or any beneficiary who believes he
             -------------
is entitled to any benefit under the Plan (a  "Claimant")  may file a claim with
the  Committee  within one  hundred  eighty  (180) days of the date on which the
event that caused the claim to arise  occurred.  The Committee  shall review the
claim itself or appoint an individual or an entity to review the claim.

         (a) Initial Decision. The Claimant shall be notified within ninety (90)
             ----------------
days after the claim is filed whether the claim is allowed or denied, unless the
Claimant  receives written notice from the Employer or appointee of the Employer
prior  to  the  end  of  the  ninety  (90)  day  period   stating  that  special
circumstances require an extension of the time for decision, with such extension
not to extend  beyond the day which is one hundred  eighty  (180) days after the
day the claim is filed.

         (b) Manner and  Content of Denial of Initial  Claims.  If the  Employer
             ------------------------------------------------
denies a claim,  it must provide to the  Claimant,  in writing or by  electronic
communication:

                  (i)      The specific reasons for the denial;

                  (ii)     A reference  to the  provision of the Plan upon which
                           the denial is based;

                  (iii)    A  description  of  any  additional   information  or
                           material  that the Claimant  must provide in order to
                           perfect the claim;

                  (iv)     An  explanation  of why such  additional  material or
                           information is necessary;

                  (v)      Notice  that the  Claimant  has a right to  request a
                           review of the claim  denial  and  information  on the
                           steps to be taken if the Claimant wishes to request a
                           review of the claim denial; and

                  (vi)     A  statement  of the  Participant's  right to bring a
                           civil action under Section 502(a) of ERISA  following
                           a denial on review of the initial denial.

         6.3      Review Procedures.
                  -----------------

         (a) Request For Review.  A request for review of a denied claim must be
             ------------------
made in writing to the Employer within sixty (60) days after receiving notice of
denial.  The decision

                                       10
<PAGE>

upon review will be made within sixty (60) days after the Employer's  receipt of
a request for review,  unless special circumstances require an extension of time
for  processing,  in which case a decision  will be rendered  not later than one
hundred  twenty  (120) days after  receipt of a request for review.  A notice of
such an extension must be provided to the Claimant within the initial sixty (60)
day period and must  explain the special  circumstances  and provide an expected
date of decision.

         The reviewer  shall afford the  Claimant an  opportunity  to review and
receive, without charge, all relevant documents,  information and records and to
submit issues and comments in writing to the Employer.  The reviewer  shall take
into account all comments, documents, records and other information submitted by
the Claimant  relating to the claim  regardless of whether the  information  was
submitted or considered in the initial benefit determination.

         (b) Manner and Content of Notice of Decision on Review. Upon completion
             --------------------------------------------------
of its review of an adverse  claim  determination,  the  Employer  will give the
Claimant, in writing or by electronic notification, a notice containing:

                  (i)      its decision;

                  (ii)     the specific reasons for the decision;

                  (iii)    the  relevant  provisions  of the Plan on  which  its
                           decision is based;

                  (iv)     a statement that the Claimant is entitled to receive,
                           upon request and without  charge,  reasonable  access
                           to, and copies of, all  documents,  records and other
                           information  in  the   Employer's   files  which  are
                           relevant to the Claimant's claim for benefits;

                  (v)      a statement  describing the Claimant's right to bring
                           an action for judicial review under Section 502(a) of
                           ERISA; and

                  (vi)     if an  internal  rule,  guideline,  protocol or other
                           similar  criterion  was  relied  upon in  making  the
                           adverse  determination  on review, a statement that a
                           copy  of  the  rule,  guideline,  protocol  or  other
                           similar  criterion will be provided without charge to
                           the Claimant upon request.

         6.4  Calculation  of Time  Periods.  For  purposes of the time  periods
              -----------------------------
specified  in  this  Article,   the  period  of  time  during  which  a  benefit
determination  is  required  to be made  begins  at the time a claim is filed in
accordance  with  the  procedures  herein  without  regard  to  whether  all the
information  necessary to make a decision  accompanies the claim. If a period of
time  is  extended  due  to a  Claimant's  failure  to  submit  all  information
necessary, the period for making the determination shall be tolled from the date
the notification is sent to the Claimant until the date the Claimant responds.

         6.5 Legal Action. If the Employer fails to follow the claims procedures
             ------------
required  by this  Article,  a Claimant  shall be deemed to have  exhausted  the
administrative remedies available under the Plan and shall be entitled to pursue
any available  remedy under  Section  502(a) of ERISA on the basis that the Plan
has failed to provide a reasonable  claims procedure that would

                                       11
<PAGE>

yield a decision on the merits of the claim.  A Claimant's  compliance  with the
foregoing  provisions  of this Article is a mandatory  requisite to a Claimant's
right to commence any legal action with respect to any claims for benefits under
the Plan.

         6.6 Review by the  Employer.  Notwithstanding  anything in this Plan to
             -----------------------
the contrary,  the Employer may determine,  in its sole and absolute discretion,
to review any claim for benefits submitted by a Claimant under this Agreement.

                                   ARTICLE 7.
                                  MISCELLANEOUS

         7.1 Amendment and  Termination  of the Plan.  The Board of Directors of
             ---------------------------------------
the Employer may at any time amend the Plan,  provided that no such action shall
deprive any  Participant,  former  Participant  or Beneficiary of any payment of
Deferred   Compensation  to  which  the  Participant,   former   Participant  or
Beneficiary may have been entitled under the Plan prior to the effective date of
such action.  Any Employer may  terminate its  participation  in the Plan at any
time following termination of the Plan, and payment of the Deferred Compensation
shall be made in  accordance  with the  provisions  of Article 5,  except as set
forth in  Section  7.2(b)  below.  Notwithstanding  anything  in the Plan to the
contrary,  the Board of  Directors  of the  Employer may amend in good faith any
terms of the Plan or the Deferral  Election form,  including  retroactively,  in
order to comply with Section 409A of the Code.

         7.2 Effect of Amendment or Termination.
             ----------------------------------

         (a) General.  No amendment or termination of the Plan shall directly or
             -------
indirectly  reduce the vested  portion of any account  held  hereunder as of the
effective date of such amendment or termination.  A termination of the Plan will
not be a distributable  event,  except in the three  circumstances  set forth in
Section 7.2(b) below. No additional  deferrals shall be made to the account of a
Participant, but the Employer shall continue to credit gains and losses pursuant
to Section  4.10 until the balance of the  Participant's  account has been fully
distributed to the Participant or his beneficiary.

         (b)  Termination.  Under  no  circumstances  may the  Plan  permit  the
              -----------
acceleration  of the time or form of any  payment  under  the Plan  prior to the
Payment Events specified herein,  except as provided in this Section 7.2(b). The
Employer  may,  in its  discretion,  elect to  terminate  the Plan in any of the
following  three  circumstances  and accelerate the payment of the entire unpaid
balance of the  Participant's  vested benefits as of the date of such payment in
accordance with Section 409A of the Code,  provided that in each case the action
taken complies with the applicable requirements set forth in Treasury Regulation
ss.1.409A-3(j)(4)(ix):

                  (i)      the Plan is irrevocably terminated within the 30 days
                           preceding   a   Change   in   Control   and  (1)  all
                           arrangements   sponsored  by  the  Employer  and  any
                           successors   immediately   following  the  Change  in
                           Control that would be aggregated  with the Plan under
                           Treasury Regulation  ss.1.409A-1(c)(2) are terminated
                           with respect to each participant that experienced the
                           Change in Control event,  and (2) the Participant and
                           all   participants   under   the   other   aggregated
                           arrangements  receive all of their benefits under the
                           terminated  arrangements within 12 months of the date
                           that all necessary  action to

                                       12
<PAGE>

                           irrevocably   terminate   the  Plan  and  the   other
                           aggregated arrangements is taken;

                  (ii)     the Plan is irrevocably  terminated at a time that is
                           not proximate to a downturn in the  financial  health
                           of the Employer and (1) all arrangements sponsored by
                           the Employer that would be  aggregated  with the Plan
                           under  Treasury  Regulation   ss.1.409A-1(c)  if  the
                           Participant  participated  in such  arrangements  are
                           terminated, (2) no payments are made within 12 months
                           of the date the Employer take all necessary action to
                           irrevocably  terminate the  arrangements,  other than
                           payments that would be payable under the terms of the
                           arrangements if the termination had not occurred, (3)
                           all  payments  are made  within 24 months of the date
                           the   Employer   takes   all   necessary   action  to
                           irrevocably  terminate the arrangements,  and (4) the
                           Employer does not adopt a new arrangement  that would
                           be aggregated with the Plan under Treasury Regulation
                           ss.1.409A-1(c) if a Participant  participated in both
                           arrangements,   at  any  time   within   three  years
                           following  the date the Employer  takes all necessary
                           action to irrevocably terminate the Plan; or

                  (iii)    the  Plan  is  terminated   within  12  months  of  a
                           corporate  dissolution taxed under Section 331 of the
                           Code,  or with the  approval  of a  bankruptcy  court
                           pursuant to 11 U.S.C. ss.503(b)(1)(A),  provided that
                           the amounts deferred by a Participant  under the Plan
                           are included in the Participant's gross income in the
                           later  of  (1)  the   calendar   year  in  which  the
                           termination  of the  Plan  occurs,  or (2) the  first
                           calendar    year   in   which    the    payment    is
                           administratively practicable.

         7.3 Status of Participants.  The Plan constitutes a mere promise by the
             ----------------------
Employer to pay Deferred  Compensation to Participants,  former  Participants or
Beneficiaries in the future.  The right of a Participant,  former Participant or
Beneficiary to receive a payment of Deferred Compensation  hereunder shall be an
unsecured  claim  against the general  assets of the  applicable  Employer,  and
neither the Participant,  former  Participant nor any Beneficiary shall have any
rights in or against any specific  assets of the Employer.  Neither the Plan nor
any action taken under the Plan shall be construed as giving any Participant any
right to be  retained in the service of the  Employer  or any  affiliate  of the
Employer.

         7.4 Limitation on Alienation. A Participant's right to receive payments
             ------------------------
under this Plan is not subject in any manner to anticipation,  alienation, sale,
transfer,  assignment,   pledge,  encumbrance,   attachment  or  garnishment  by
creditors of the Participant or the Participant's Beneficiary.

         7.5 Pronouns.  Whenever used in this Plan, the singular form shall mean
             --------
or include the plural form, where applicable,  and vice versa, and the masculine
form shall include the feminine form.

         7.6  Applicable  Law. This Plan shall be construed in  accordance  with
              ---------------
applicable federal law and, to the extent otherwise applicable,  the laws of the
Commonwealth of Pennsylvania.

                                       13
<PAGE>

         7.7 Severability.  If any provisions of this Plan shall be held invalid
             ------------
or  unenforceable,  the remaining  provisions  of the Plan shall  continue to be
fully effective.

         7.8 Successors. The provisions of this Plan shall bind and inure to the
             ----------
benefit of the  Employer and its  respective  successors  and assigns.  The term
successors as used herein shall include any corporate or other  business  entity
which shall, whether by merger,  consolidation,  purchase or otherwise,  acquire
all or  substantially  all of the  business  and  assets  of the  Employer,  and
successors of any such corporation or other business entity.

        [The remainder of this page has been left intentionally blank.]



                                       14
<PAGE>


         IN WITNESS WHEREOF,  the Company and the Bank have adopted this amended
and restated Plan as of the 24th day of November 2008.

                                        WVS FINANCIAL CORP.



                                        By: /s/ David J. Bursic
                                            ------------------------------------
                                            David J. Bursic, President and
                                            Chief Executive Officer


                                        WEST VIEW SAVINGS BANK



                                        By: /s/ David J. Bursic
                                            ------------------------------------
                                            David J. Bursic, President and
                                            Chief Executive Officer




                                       15