WVS FINANCIAL CORP, DEF 14A, 1996-09-27

WVS FINANCIAL CORP
DEF 14A, 1996-09-27
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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<PAGE>

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __________)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only
[ ] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

WVS Financial Corp.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): (previously paid by wire
transfer)

[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2), or Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction
applies: --------------------------------------

(2) Aggregate number of securities to which transactions applies:
---------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction: -------------------

(5) Total fee paid: ----------------------------------------------------

Fee paid previously with preliminary materials.

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

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid: -------------------------------------------

(2) Form, schedule or registration statement no.: ---------------------

(3) Filing party: -----------------------------------------------------

(4) Date filed: -------------------------------------------------------

<PAGE>

September 27, 1996

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
WVS Financial Corp. The meeting will be held at the Orchard Hill Church,
located at 2551 Brandt School Road, Wexford, Pennsylvania on Tuesday, October
29, 1996 at 10:00 a.m., Eastern Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying
materials.

It is very important that your shares be voted at the Annual Meeting
regardless of the number you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today
and return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.

Your continued support of and interest in WVS Financial Corp. is
sincerely appreciated.

Sincerely,

James S. McKain, Jr.
Chairman of the Board

Robert C. Sinewe
President and Chief Executive Officer

<PAGE>

WVS FINANCIAL CORP.
9001 PERRY HIGHWAY
PITTSBURGH, PENNSYLVANIA 15237
(412) 364-1911

-------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 29, 1996

-------

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders ("Annual
Meeting") of WVS Financial Corp. (the "Company") will be held at the Orchard
Hill Church, located at 2551 Brandt School Road, Wexford, Pennsylvania on
Tuesday, October 29, 1996 at 10:00 a.m., Eastern Time, for the following
purposes, all of which are more completely set forth in the accompanying
Proxy Statement:

(1) To elect two (2) directors for a four-year term or until their
successors are elected and qualified.

(2) To ratify the appointment by the Board of Directors of S.R.
Snodgrass, A.C. as the Company's independent auditors for the fiscal year
ending June 30, 1997; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other
such business.

The Board of Directors has fixed September 13, 1996 as the voting record
date for the determination of stockholders entitled to notice of and to vote
at the Annual Meeting and at any adjournment thereof. Only those
stockholders of record as of the close of business on that date will be
entitled to vote at the Annual Meeting or at any such adjournment.

By Order of the Board of Directors

Margaret VonDerau
Senior Vice President and Secretary
Pittsburgh, Pennsylvania

September 27, 1996

- ------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED
BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- ------------------------------------------------------------------------------

<PAGE>

WVS FINANCIAL CORP.

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

PROXY STATEMENT
-------------

ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 29, 1996

This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of WVS Financial Corp. (the "Company"),
which acquired all of the stock of West View Savings Bank (the "Savings
Bank") issued in connection with the Savings Bank's conversion from mutual to
stock form in November 1993 (the "Conversion"). Proxies are being solicited
on behalf of the Board of Directors of the Company to be used at the Annual
Meeting of Stockholders ("Annual Meeting") to be held at the Orchard Hill
Church, located at 2551 Brandt School Road, Wexford, Pennsylvania on Tuesday,
October 29, 1996 at 10:00 a.m., Eastern Time, and at any adjournment thereof
for the purposes set forth in the Notice of Annual Meeting of Stockholders.
This Proxy Statement is first being mailed to stockholders on or about
September 27, 1996.

The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with
the instructions contained therein. If no contrary instructions are given,
each proxy received will be voted for the matters described below and, upon
the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the persons appointed as
proxies. Any stockholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) filing with the Secretary of the Company
written notice thereof (Margaret VonDerau, Senior Vice President and
Secretary, WVS Financial Corp., 9001 Perry Highway, Pittsburgh, Pennsylvania
15237); (ii) submitting a duly-executed proxy bearing a later date; or (iii)
appearing at the Annual Meeting and giving the Secretary notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment thereof and will not be used for
any other meeting.

VOTING

Only stockholders of record of the Company at the close of business on
September 13, 1996 ("Voting Record Date") are entitled to notice of and to
vote at the Annual Meeting and at any adjournment thereof. On the Voting
Record Date, there were 1,736,960 shares of Common Stock of the Company
issued and outstanding and the Company had no other class of equity
securities outstanding. Each share of Common Stock is entitled to one vote
at the Annual Meeting on all matters properly presented at the Annual
Meeting. Directors are elected by a plurality of the votes cast with a
quorum present. The affirmative vote of

<PAGE>

the holders of a majority of the total votes present, in person or by proxy,
at the Annual Meeting is required for the proposal to ratify the independent
auditors for fiscal 1997. Abstentions are considered in determining the
presence of a quorum and will not effect the plurality vote required for the
election of directors but will have the effect of a vote against the proposal
to ratify the independent auditors. Under rules of the New York Stock
Exchange, the proposals to be considered at the Annual Meeting are considered
"discretionary" items upon which brokerage firms may vote in their discretion
on behalf of their clients if such clients have not furnished voting
instructions. Thus, there will be no "broker non-votes" at the Annual
Meeting.

INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS

ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into four classes which are as
equal in number as possible, and that members of each class of directors are
to be elected for a term of four years. One class is to be elected annually.
Stockholders of the Company are not permitted to cumulate their votes for
the election of directors.

No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, and all nominees
currently serve as directors of the Company.

Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director
listed below. If any person named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for any replacement nominee or nominees recommended by the
Board of Directors. At this time, the Board of Directors knows of no reason
why any of the nominees listed below may not be able to serve as a director
if elected.

The two persons who receive the greatest number of votes of the holders
of Common Stock represented in person or by proxy at the Annual Meeting will
be elected directors of the Company.

The following tables present information concerning the nominees for
director of the Company and each director whose term continues, including
tenure as a director of the Savings Bank.

<PAGE>

NOMINEES FOR DIRECTOR FOR FOUR-YEAR TERM EXPIRING IN 2000

<TABLE>

<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- --------------- ------ --------------------------- --------

Donald E. Hook 67 Director; Chairman of the 1986
Directors of Pittsburgh Cut
Flower Co., located in
Pittsburgh, Pennsylvania.

Robert C. Sinewe 54 Director; President and 1984
Chief Executive Officer
of the Company since July 1993
and of the Savings Bank
since 1984.

</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ELECTION OF THE NOMINEES
FOR DIRECTOR.

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

DIRECTORS WHOSE TERMS EXPIRE IN 1997

<TABLE>

<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- --------------- ------ --------------------------- --------

James S. McKain, Jr. 71 Chairman of the Board; 1960
Board of Directors of the
Chairman of the Savings Bank
since 1984; retired, former
Chairman and President
of Barden McKain Ford, Inc.
and Jim McKain Car and Truck
Leasing, Inc., located
in Wexford, Pennsylvania.

James H. Ritchie 71 Director; retired since 1983, 1977
owner of Ingomar Pharmacy,
formerly located in Ingomar,
Pennsylvania.

</TABLE>

<PAGE>

DIRECTORS WHOSE TERMS EXPIRE IN 1998

<TABLE>

<CAPTION> Principal Occupation During Director
Name Age(1) the Past Five Years Since
- --------------- ------ --------------------------- --------

David L. Aeberli 59 Director; Director, President 1985
of McDonald-Aeberli Funeral
Home, Inc., located in Mars,
Pennsylvania.

John M. Seifarth 67 Director; Retired, former 1991
Manager of the Moon Township
General Municipal Authority,
a water and sewer utility
serving Moon Township,
Pennsylvania until October 1995.
Also serves as a Senior
Engineer - Consultant to
Nicholas & Slagle Engineering,
Inc.

Margaret VonDerau 52 Director; Senior Vice President 1993
and Corporate Secretary of the
Company since July 1993 and of
the Savings Bank since 1990;
prior thereto served as
Vice President and Corporate
Secretary of the Savings Bank.

</TABLE>

DIRECTORS WHOSE TERMS EXPIRE IN 1999

<TABLE>

<CAPTION> Principal Occupation During Director
Name Age(1) the Past Five Years Since
- --------------- ------ --------------------------- --------

Arthur H. Brandt 56 Director; Director, 1987
President and Chief Executive
Officer of Brandt Paving, Inc.
and Brandt Excavating, Inc.
located in Cranberry Township,
Pennsylvania.

William J. Hoegel 58 Director; Sole Proprietor 1984
of William J. Hoegel &
Associates, a manufacturer's
representative, since October 1989;
previously served as Executive Vice
President of Power Piping Co.,
located in Pittsburgh, Pennsylvania.

<FN>

- -------------------
(1) As of June 30, 1996.

</TABLE>

<PAGE>

STOCKHOLDER NOMINATIONS

Article 7.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder
who has complied with the notice provisions in that section. Stockholder
nominations must be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of
the Company not later than 60 days prior to the anniversary date of the
immediately preceding annual meeting. Each written notice of a stockholder
nomination shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director and as to the
stockholder giving the notice (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of shares of Company stock which
are beneficially owned by such person on the date of such stockholder notice,
and (iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election
as directors, pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and would be required to be filed on
Schedule 14B with the Securities and Exchange Commission (or any successors
of such items or schedules); and (b) as to the stockholder giving the notice
(i) the name and address, as they appear on the Company's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the class and number of shares of Company
stock which are beneficially owned by such stockholder on the date of such
stockholder notice and, to the extent known, by any other stockholders known
by such stockholder to be supporting such nominees on the date of such
stockholder notice. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedures.

COMMITTEES AND MEETINGS OF THE BOARD OF THE SAVINGS BANK AND COMPANY

Regular meetings of the Board of Directors of the Company are held on a
quarterly basis. The Board of Directors of the Company held a total of ten
regular and special meetings during the fiscal year ended June 30, 1996. No
incumbent director attended fewer than 75% of the aggregate total number of
meetings of the Board of Directors held during the fiscal year ended June 30,
1996, and the total number of meetings held by all committees on which he
served during such year.

The entire Board of Directors of the Company acts as a Nominating
Committee for selection of nominees for election as directors of the Company.
The Board, acting as the Nominating Committee, met one time during the
fiscal year ended June 30, 1996.

The Board of Directors of the Savings Bank meets on a monthly basis and
may have additional special meetings upon the request of the President or a
majority of the Directors. During the fiscal year ended June 30, 1996, the
Board of Directors met 15 times. The Board of Directors of the Savings Bank
has established the following committees:

AUDIT COMMITTEE. The Audit Committee consists of Messrs. Aeberli
(Chairman), Seifarth and Brandt, all of whom are outside directors. The
Audit Committee meets with

<PAGE>

the Company's internal auditor, engages the Company's external auditors and
reviews their reports. The Audit Committee meets quarterly and met six times
during fiscal 1996.

LOAN COMMITTEE. The Loan Committee consists of Messrs. Ritchie
(Chairman), Hook and Aeberli, and from management, Messrs. Sinewe, Wielgus
and Eichner and Ms. Sokolowski. The Loan Committee, which approves all loans
originated by the Savings Bank, meets weekly and met 48 times during fiscal
1996.

INVESTMENT COMMITTEE. The Investment Committee consists of Messrs.
Ritchie (Chairman), Hook and Aeberli, and from management, Messrs. Sinewe and
Bursic. The Investment Committee, which approves all securities purchased by
the Company and the Savings Bank, meets quarterly and met four times during
fiscal 1996.

In addition to the committees described above, the Savings Bank has also
established other committees which consist of members of the Board and which
meet as required. These committees include: Nominating Committee, Personnel
Committee, Budget Committee, Supervisory Examination Committee, Profit
Sharing Committee, Classification of Asset Review Committee, Deferred
Compensation Committee, Business Plan Committee and Community Reinvestment
Committee.

The Company has also established Audit, Investment and Budget Committees
consisting of the same individuals who serve on the respective Savings Bank
committee as well as a Compensation and Benefits Plan Committee.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Set forth below is information with respect to the principal occupations
during the last five years for the executive officers of the Company and the
Savings Bank who do not serve as directors.

DAVID J. BURSIC. Age 34. Mr. Bursic has been Vice President of the
Company since October 1995 as well as Treasurer and Chief Financial Officer
of the Company since July 1993 and Vice President, Treasurer and Chief
Financial Officer of the Savings Bank since January 1992. Mr. Bursic served
as Controller of the Savings Bank from January 1987 to December 1989 and as
Controller and Chief Financial Officer from January 1990 to December 1991.
Mr. Bursic joined the Savings Bank in 1985.

EDWARD M. WIELGUS. Age 45. Mr. Wielgus has been a Vice President of the
Company since October 1995 as well as a Vice President and Chief Lending
Officer of the Savings Bank since April 1990. Prior thereto, Mr. Wielgus was
a Senior Vice President and Chief Lending Officer at Spring Hill Savings
Bank, Pittsburgh, Pennsylvania, from August 1988 to April 1990 and an
Assistant Vice President and Consumer Credit Manager at Equibank, Pittsburgh,
Pennsylvania from June 1986 to August 1988.

<PAGE>

BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Common
Stock as of the Voting Record Date, and certain other information with
respect to (i) the only person or entity, including any "group" as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), who or which was known to the Company to be the
beneficial owner of more than 5% of the issued and outstanding Common Stock
on the Voting Record Date, (ii) each director of the Company, and (iii) all
directors and executive officers of the Company and the Savings Bank as a
group.

<TABLE>

Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group September 13, 1996(1)(2) Common Stock
-------------------- ----------------------- -------------

Robert W. Beilstein, Esq., 100,703(3) 5.8%
Trustee
Goehring, Rutter & Boehm
Frick Building, 14th Floor
Pittsburgh, Pennsylvania
15219

Directors: James S. McKain, Jr. 33,986(4)(5) 2.0
David L. Aeberli 30,356(5)(6) 1.7
Arthur H. Brandt 31,835(7)(8) 1.8
William J. Hoegel 12,706(5) 0.7
Donald E. Hook 25,516(5)(9) 1.5
James H. Ritchie 33,836(5)(10) 1.9
John M. Seifarth 15,804(7)(11) 0.9
Robert C. Sinewe 82,217(12) 4.7
Margaret VonDerau 49,003(13) 2.8

All directors and 373,802(14) 20.6
executive officers as a
group (11 persons)

<FN>

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

(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to
dispose or to direct the disposition of the shares. Unless otherwise
indicated, the named beneficial owner has sole voting and dispositive power
with respect to the shares.

<PAGE>

(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Common Stock which may be acquired within 60
days of the Voting Record Date pursuant to the exercise of outstanding
stock options. Shares of Common Stock which are subject to stock options
are deemed to be outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of Common Stock
owned by any other person or group.

(3) Robert W. Beilstein, Esq. is the trustee of the trusts (the "Trustee")
created pursuant to employee benefit plans of the Company and the Savings
Bank which hold Common Stock on behalf of employee participants of such
plans. The indicated holdings include 64,400 shares held under the WVS
Financial Corp. Employee Stock Ownership Plan and Trust ("ESOP") which have
not been allocated to the accounts of participating employees and will be
voted at the Annual Meeting by the Trustee pursuant to the terms of the ESOP
and which may be deemed to be beneficially owned by the Trustee. Also
includes 15,904 shares held in the ESOP which have been allocated to
participating employees and will be voted at the direction of the
participant, for which the Trustee disclaims beneficial ownership. Also
includes 20,399 shares of Common Stock held pursuant to the Company's
Deferred Compensation Program, which are voted by the Trustee pursuant to the
Program and which may be deemed to be beneficially owned by the Trustee. The
indicated holdings do not include 93,311 shares of Common Stock held pursuant
to the Company's Recognition and Retention Plans and Trusts, of which 45,361
shares have been allocated to directors and employees. Under the terms of
the Recognition Plans, the Trustee will vote allocated shares at the
direction of recipients and unallocated shares in the same proportion as it
receives instructions from recipients with respect to allocated shares. The
Trustee will not vote allocated shares in the Recognition Plans if it does
not receive instructions from the recipient. Also does not include 81,653
shares of Common Stock held pursuant to the Savings Bank's Profit Sharing
Plan, which are voted at the direction of participants. The Trustee will
vote allocated shares of Common Stock held in the Profit Sharing Plan for
which it has not received instructions from a participant in the same
proportion as it votes pursuant to instructions it actually receives from
participants. The Trustee may, under certain circumstances, be deemed to
beneficially own shares of Common Stock held in the Profit Sharing Plan for
which it votes and does not receive directions from participants.

(4) Includes 13,000 shares held jointly with Mr. McKain's wife, 11,000 shares
held by the Savings Bank's deferred compensation plan, and 300 shares held
solely by Mr. Mckain's wife.

(5) Includes 2,109 shares held by the Recognition and Retention Plan and
Trust for Directors. Also includes 5,400 shares which may be acquired upon
the exercise of stock options which are exercisable within 60 days of the
Voting Record Date.

<PAGE>

(6) Includes 7,500 shares held jointly with Mr. Aeberli's wife, 2,055 shares
held solely by Mr. Aeberli's wife, 25 shares held jointly by Mr. Aeberli's
wife and daughter and 4,740 shares held by the McDonald Aeberli Funeral Home,
Inc. profit sharing plan for the benefit of Mr. Aeberli and his wife.

(7) Includes 2,108 shares held by the Recognition and Retention Plan and
Trust for Directors. Also includes 5,400 shares which may be acquired upon
the exercise of stock options which are exercisable within 60 days of the
Voting Record Date.

(8) Includes 6,580 shares held by the Savings Bank's deferred compensation
plan.

(9) Includes 17,150 shares held jointly with Mr. Hook's wife.

(10) Includes 24,150 shares held jointly with Mr. Ritchie's wife.

(11) Includes 1,200 shares held jointly with Mr. Seifarth's wife and 2,819
shares held by the Savings Bank's deferred compensation plan.

(12) Includes 24,000 shares held by the Savings Bank's Profit Sharing Plan,
10,000 shares held by a Recognition and Retention Plan and Trust, 1,337
shares held for the account of Mr. Sinewe in the ESOP, and 16,080 shares
which may be acquired upon the exercise of stock options exercisable
within 60 days of the Voting Record Date.

(13) Includes 17,000 shares held by the Savings Bank's Profit Sharing Plan,
8,000 shares held by a Recognition and Retention Plan and Trust, 1,053
shares held for the account of Mrs. VonDerau in the ESOP, 50 shares held
in an estate trust for which Mrs. VonDerau is a trustee, and 12,900 shares
which may be acquired upon the exercise of stock options exercisable
within 60 days of the Voting Record Date.

(14) Includes on behalf of directors and executive officers as a group,
46,546 shares held by the Savings Bank's Profit Sharing Plan, 41,761 shares
held by the Recognition and Retention Plans and Trusts, 3,814 shares held
in the ESOP, 20,399 shares held in the Company's Deferred Compensation
Program and 81,300 shares which may be acquired upon the exercise of
stock options exercisable within 60 days of the Voting Record Date.

</TABLE>

<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of certain information
concerning the compensation paid by the Company and the Savings Bank for
services rendered in all capacities during the three years ended June 30,
1996 to the Chief Executive Officer and the only executive officer of the
Company and its subsidiaries whose total compensation during the last fiscal
year exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>

Annual Compensation Long Term Compensation
------------------------------------- ---------------------------------------
Awards Payouts
--------------- ------------------------ ------- All Other
Name and Fiscal Other Annual Stock LTIP Compensation
Principal Position Year Salary(1) Bonus Compensation(2) Grants(3) Options(4) Payouts (5)
- ------------------ ------ -------- ----- -------------- --------- ---------- ------- ------------

Robert C. Sinewe 1996 $130,836 $16,354 0 -- -- 0 $22,012
President and Chief 1995 $127,020 $10,585 0 -- -- 0 $19,014
Executive Officer 1994 $125,000 $30,240 0 $250,000 26,800 0 $18,918

Margaret VonDerau 1996 $103,536 $12,492 0 -- -- 0 $17,381
Senior Vice 1995 $100,620 $ 8,085 0 -- -- 0 $14,934
President and 1994 $ 97,680 $22,050 0 $200,000 21,500 0 $14,278
Secretary

<FN>

(1) Includes compensation for service as a director.

(2) Does not include amounts attributable to miscellaneous benefits received
by executive officers, including the use of automobiles leased by the
Company. In the opinion of management of the Company, the costs to the
Company of providing such benefits to any individual executive officer during
the indicated periods did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.

(3) Represents the grant of 25,000 and 20,000 shares of restricted Common
Stock to Mr. Sinewe and Mrs. VonDerau, respectively, pursuant to the
Company's Recognition and Retention Plans, which were deemed to have had the
indicated value at the date of grant. The restricted Common Stock
awarded to Mr. Sinewe and Mrs. VonDerau had a fair market value of $518,750
and $415,000 at June 30, 1996, respectively. The awards vested 20% on
the date of grant and 20% each year for four years thereafter.

(4) Consists of awards granted pursuant to the Company's 1993 Stock Incentive
Plan which are exercisable at the rate of 20% on the date of grant and 20%
each year for four years thereafter.

(5) In fiscal 1996, represents the Savings Bank's contribution on behalf of
Mr. Sinewe and Mrs. VonDerau to the Profit Sharing Plan in the amount of
$9,479 and $7,485, respectively, and the allocation of shares of Common Stock
pursuant to the Company's ESOP with a fair market value of $12,533 and
$9,896, respectively.

</TABLE>

<PAGE>

STOCK OPTIONS

The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the fiscal year ended
June 30, 1996 and options held at June 30, 1996.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES

<TABLE>

Number of Unexercised Options Value of Unexercised Options
at Year End at Year End(1)
Shares --------------------------- -----------------------------
Acquired on Value Name
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

Robert C. Sinewe 0 0 16,080 10,720 $172,860 $115,240
Margaret VonDera 0 0 12,900 8,600 $138,675 $92,450

<FN>

(1) Based on a per share market price of approximately $20.75 at June 30,
1996.

</TABLE>

DIRECTOR COMPENSATION

Directors of the Savings Bank who are not executive officers receive a
monthly fee of $1,000 ($1,300 for the Chairman of the Board) and non-officer
directors who are members of the Board's Loan Committee receive a monthly fee
of $100.

DIRECTORS' STOCK OPTION PLAN. The Company has adopted the 1993
Directors' Stock Option Plan (the "Directors' Plan") which provides for the
grant of compensatory stock options to non-employee directors of the Company.
Pursuant to the Directors' Plan, each director of the Company who is not an
employee of the Company or any subsidiary was granted a compensatory stock
option to purchase 5,000 shares of Common Stock at the actual purchase price
of a share of Common Stock in the Company's initial public stock offering in
November 1993. In addition, a compensatory stock option to purchase 200
shares of Common Stock is granted to each non-employee director on each
anniversary of the date of the Company's initial public offering with an
exercise price equal to the fair market value of a share of Common Stock on
such date as long as shares are available under the plan. Further, each new
non-employee director of the Company or the Bank will receive a compensatory
stock option to purchase 500 shares of Common Stock upon election to the
Board of Directors with an exercise price equal to the fair market value of a
share of Common Stock on the date of grant. Options granted pursuant to the
Directors' Plan are vested and exercisable six months from the date of grant.
A total of 43,407 shares of Common Stock are reserved for issuance and are
available under the Directors' Plan.

<PAGE>

DIRECTORS' DEFERRED COMPENSATION PLAN. The Company and the Savings Bank
maintain a deferred compensation program for its directors whereby directors
can elect to defer all or a portion of their directors' fees. Deferred fees
are to be paid to participants in installments commencing in the year
following the year in which a person ceases to be a member of the Board of
Directors.

The deferred compensation program provides that amounts deferred
thereunder may be paid in shares of Common Stock based on the then-existing
value of the amount of Common Stock, including fractional shares, which could
have been purchased with the percentage of a director's deferred account that
the director elected to have valued as though it were invested in Common
Stock. In addition, the program also permits directors of the Company and
the Savings Bank, who are also employees of the Company or the Savings Bank,
to defer receipt of a portion of their other compensation, including salary
and bonuses. The Company and the Savings Bank contributed to a trust an
amount of cash which corresponds to the amount of fees and other compensation
deferred at the direction of directors for the purpose of investment in
shares of Common Stock. The trust uses such funding to acquire shares of
Common Stock on the open market. The shares of Common Stock held in the
trust are voted by an independent trustee prior to distribution to
participating directors in accordance with the terms of the deferred
compensation plan.

COMPENSATION COMMITTEE

The Compensation and Benefits Plan Committee of the Board of Directors
determines compensation for executive officers. During the fiscal year ended
June 30, 1996, the members of the Committee were Messrs. Hoegel (Chairman),
Aeberli and Hook. No member of the Committee is a current or former officer
or employee of the Company or any of its subsidiaries. The report of the
Committee with respect to compensation for the Chief Executive Officer and
all other executive officers for the fiscal year ended June 30, 1996 is set
forth below.

REPORT OF THE COMPENSATION COMMITTEE

Annual compensation and benefits established for senior management are
based on the overall performance of each executive officer, the financial
achievements of WVS Financial Corp., and the Savings Bank. The Compensation
and Benefits Plan Committee of the Board of Directors renders a review
process which includes peer group information provided by independent surveys
and similar financial services data available to the Committee. The general
economic and compensation conditions within the region is also given
consideration.

During fiscal 1995 the Committee and the Board of Directors retained an
independent compensation and benefits consulting firm for the purpose of
executive compensation and benefits review. This review assisted in
determining the senior management salaries and bonuses for fiscal 1996 and
will be periodically updated.

<PAGE>

The Board of Directors initially established employment contracts for the
four senior executives in November 1993 which are extended annually as
provided in the contracts.

Fiscal 1996 has provided record earnings with net income of $3,577,000,
and asset growth of approximately 14%. Based on the overall financial
strength of the Company and the Savings Bank, the consistent leadership
abilities length of service and commitment to growth and profitability, the
Committee increased the salary of the CEO, Robert C. Sinewe by approximately
3.5% and awarded him a one and one-half month bonus. Similar adjustments
were provided to other senior executives.

William J. Hoegel, Chairman
David L. Aeberli
Donald E. Hook

PERFORMANCE GRAPH

The following graph compares the yearly cumulative total return on the
Common Stock over a measurement period since the Company's initial issuance
of Common Stock in November 1993 with (i) the Center for Research in Security
Prices ("CRSP) Total Return Index for the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") Stock Market (for United States
companies) and (ii) the NASDAQ Bank Stocks Total Return Index. All of these
cumulative returns are computed assuming the reinvestment of dividends at the
frequency with which dividends were paid during the applicable years.

STOCK PERFORMANCE GRAPH DATA 11/30/93 8/30/94 8/30/95 8/30/96

WVS FINANCIAL CORP. 100.00 155.44 170.79 235.28
NASDAQ BANK STOCKS 100.00 109.99 124.22 161.83
CRSP TOTAL NASDAQ (US) 100.00 93.86 125.29 160.85

<PAGE>

EMPLOYMENT AGREEMENTS

The Company and the Savings Bank (collectively the "Employers") have
entered into employment agreements with Mr. Robert C. Sinewe and Mrs.
Margaret VonDerau effective in November 1993. The Employers have agreed to
employ Mr. Sinewe as President and Chief Executive Officer of the Employers
for a term of three years with a current salary of $135,600, and Mrs.
VonDerau as Senior Vice President and Corporate Secretary for a term of three
years with a current salary of $103,200. Such salaries may be increased at
the discretion of the Board of Directors from time to time, but may not be
decreased during the term of the employment agreements without the prior
written consent of the executives. The terms of the employment agreements
shall be extended each year for successive additional one-year periods unless
the Employers or the executives elect, not less than 30 days prior to the
annual anniversary date, not to extend the employment terms.

The employment agreements are terminable with or without cause by the
Employers. The executives shall have no right to compensation or other
benefits pursuant to the employment agreements for any period after voluntary
termination or termination by the Employers for cause, disability, retirement
or death, provided, however, that (i) in the event that the executives
terminate their employment because of failure of the Employers to comply with
any material provision of the employment agreements or (ii) the employment
agreements are terminated by the Employers other than for cause, disability,
retirement or death or by the officers as a result of certain adverse actions
which are taken with respect to their employment following a Change of
Control of the Company, as defined, Mr. Sinewe and Mrs. VonDerau will be
entitled to a cash severance amount equal to three times their base salary,
and a continuation of benefits similar to those they are receiving at the
time of such termination for the remaining term of the agreements or until
the executives obtain full-time employment with another employer.

Although the above-described employment agreements could increase the
cost of any acquisition of control of the Company, management of the Company
does not believe that the terms thereof would have a significant
anti-takeover effect.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended ("1934
Act"), requires the Company's officers and directors, and persons who own
more than 10% of the Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Officers, directors and greater than
10% stockholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file. The Company knows of no person
who owns 10% or more of the Common Stock.

<PAGE>

Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during the year ended June 30, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
10% stockholders were complied with.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Federal law requires that all loans or extensions of credit by the
Savings Bank to executive officers and directors and members of their
immediate family must be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the
normal risk of repayment or present other unfavorable features. In addition,
loans made by the Savings Bank to a director or executive officer in excess
of the greater of $25,000 or 5% of the Saving Savings Bank's capital and
surplus (up to a maximum of $500,000) must be approved in advance by a
majority of the disinterested members of the Board of Directors.

The Savings Bank's policy provides that all loans made by the Savings
Bank to its directors and officers are made in the ordinary course of
business, are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons and do not involve more than the normal risk of
collectability or present other unfavorable features. As of June 30, 1996,
eight of the Savings Bank's directors and executive officers or members of
their immediate families had aggregate loan balances in excess of $60,000,
which amounted to approximately $1.6 million in the aggregate. All such
loans were made by the Savings Bank in the ordinary course of business and
were not made with favorable terms nor did they involve more than the normal
risk of collectability.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of the Company has appointed S.R. Snodgrass, A.C.,
independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending June 30, 1997, and further
directed that the selection of auditors be submitted for ratification by the
stockholders at the Annual Meeting.

The Company has been advised by S.R. Snodgrass, A.C. that neither that
firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between
independent certified public accountants and clients. S.R. Snodgrass, A.C.
will have one or more representatives at the Annual Meeting who will have an
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF S.R. SNODGRASS, A.C. AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 1997.

<PAGE> STOCKHOLDER PROPOSALS

Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders
of the Company, which is scheduled to be held in October 1997, must be
received at the principal executive offices of the Company, 9001 Perry
Highway, Pittsburgh, Pennsylvania 15237, Attention: Margaret VonDerau,
Senior Vice President and Secretary, no later than May 30, 1997. If such
proposal is in compliance with all of the requirements of Rule 14a-8 under
the Exchange Act, it will be included in the proxy statement and set forth on
the form of proxy issued for such annual meeting of stockholders. It is
urged that any such proposals be sent certified mail, return receipt
requested.

Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may
be brought before an annual meeting pursuant to Article 10D of the Company's
Articles of Incorporation, which provides that business at an annual meeting
of stockholders must be (a) properly brought before the meeting by or at the
direction of the Board of Directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than (i) with respect to
the first annual meeting of stockholders, the close of business on the tenth
day following the date on which notice of such annual meeting is first given
to stockholders and (ii) with respect to any succeeding annual meeting of
stockholders, 60 days prior to the anniversary date of the mailing of the
proxy materials by Company for the immediately preceding annual meeting. A
stockholder's notice must set forth as to each matter the stockholder
proposes to bring before an annual meeting (a) a brief description of the
business desired to be brought before the annual meeting, (b) the name and
address, as they appear on the Company's books, of the stockholder proposing
such business, (c) the class and number of shares of Common Stock of the
Company which are beneficially owned by the stockholder and to the extent
known, by any other stockholders known by such stockholder to be supporting
such proposal, and (d) any financial interest of the stockholder in such
proposal.

ANNUAL REPORTS

A copy of the Company's Annual Report to Stockholders for the year ended
June 30, 1996 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.

UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR FISCAL 1996 REQUIRED TO BE FILED WITH THE COMMISSION UNDER THE 1934 ACT.
SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO DAVID J. BURSIC, VICE PRESIDENT,
TREASURER AND CHIEF FINANCIAL OFFICER, WVS

<PAGE>

FINANCIAL CORP., 9001 PERRY HIGHWAY, PITTSBURGH, PENNSYLVANIA 15237. THE
FORM 10-K IS NOT PART OF THE PROXY SOLICITATION MATERIALS.

OTHER MATTERS

Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if
any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.

The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In
addition to solicitations by mail, directors, officers and employees of the
Company may solicit proxies personally or by telephone without additional
compensation.

<PAGE>

REVOCABLE PROXY

WVS FINANCIAL CORP.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WVS
FINANCIAL CORP. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON OCTOBER 29, 1996 AND AT ANY ADJOURNMENT THEREOF.

The undersigned, being a stockholder of the Company as of September 13,
1996, hereby authorizes the Board of Directors of the Company, or any successors
thereto, as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Orchard Hill Church, located at 2551 Brandt School Road, Wexford,
Pennsylvania, on Tuesday, October 29, 1996 at 10:00 a.m., Eastern Time, and at
any adjournment of said meeting, and thereat to act with respect to all votes
that the undersigned would be entitled to cast, if then personally present, as
follows:

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below

Nominees for four-year term: Donald E. Hook and Robert C. Sinewe.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)

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

2. PROPOSAL to ratify the appointment of S.R. Snodgrass, A.C. as the Company's
independent auditors for the fiscal year ending June 30, 1997.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

<PAGE>

SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.

Dated: ------------, 1996

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

Signature(s) -------------

PLEASE SIGN THIS EXACTLY AS YOUR NAME(S)
APPEAR(S) ON THIS PROXY. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.
WHEN SHARES ARE HELD JOINTLY, ONLY ONE
HOLDER NEED SIGN.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

<PAGE>

WVS FINANCIAL CORP.

The undersigned hereby instructs the Trustee of the Profit Sharing Plan
("Profit Sharing Plan") of West View Savings Bank to vote, as designated below,
all the shares of Common Stock of WVS Financial Corp.(the "Company") held
pursuant to the Profit Sharing Plan on behalf of the undersigned as of September
13, 1996, at the Annual Meeting of Stockholders to be held at the Orchard Hill
Church, located at 2551 Brandt School Road, Wexford, Pennsylvania, on Tuesday,
October 29, 1996 at 10:00 a.m., Eastern Time, and any adjournment thereof.

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below

Nominees for four-year term: Donald E. Hook and Robert C. Sinewe.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)

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

2. PROPOSAL to ratify the appointment of S.R. Snodgrass, A.C. as the Company's
independent auditors for the fiscal year ending June 30, 1997.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.

The Company's Board of Directors recommends a vote FOR the Election of the
Nominees for Director and for Proposal 2. Such votes are hereby solicited by
the Company's Board of Directors.

Dated: -------------, 1996

--------------------------
Signature

<PAGE>

WVS FINANCIAL CORP.

The undersigned hereby instructs the Trustee of the Recognition and
Retention Plan and Trusts ("Recognition Plans") of WVS Financial Corp. (the
"Company") to vote, as designated below, all the shares of Common Stock of the
Company granted pursuant to the Recognition Plans to the undersigned as of
September 13, 1996, at the Annual Meeting of Stockholders to be held at the
Orchard Hill Church, located at 2551 Brandt School Road, Wexford, Pennsylvania,
on Tuesday, October 29, 1996 at 10:00 a.m., Eastern Time, and any adjournment
thereof.

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below

Nominees for four-year term: Donald E. Hook and Robert C. Sinewe.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)

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

2. PROPOSAL to ratify the appointment of S.R. Snodgrass, A.C. as the Company's
independent auditors for the fiscal year ending June 30, 1997.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.

The Company's Board of Directors recommends a vote FOR the Election of the
Nominees for Director and for Proposal 2. Such votes are hereby solicited by
the Company's Board of Directors.

Dated: ------------, 1996

-------------------------
Signature

If you return this card properly signed but you do not otherwise specify, shares
will be voted for the Election of the Nominees for Director and for Proposal 2.
If you do not return this card, your shares will be voted by the Trustee in the
same proportion as it votes pursuant to instructions it actually receives from
participants in the Recognition Plans.

<PAGE>

WVS letterhead

September 27, 1996

TO: Participants in the Profit Sharing Plan of West View Savings Bank

As described in the attached materials, your proxy as a stockholder of WVS
Financial Corp. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on
a confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the West View Savings Bank Profit Sharing Plan
(the "Plan") will be voted.

Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, and a voting instruction ballot, which will permit you to vote
the shares allocated to your account. After you have reviewed the Proxy
Statement, we urge you to vote your shares held pursuant to the Plan by marking,
dating, signing and returning the enclosed voting instruction ballot to the
Trustee of the Plan, Mr. Robert W. Beilstein, Attorney at Law, c/o Goehring,
Rutter & Boehm, 14th Floor, Frick Building, Pittsburgh, Pennsylvania, 15219, who
will tabulate the votes. The Trustee will certify the totals to the Company for
the purpose of having those shares voted.

We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Plan are not
received, the shares allocated to your account will be voted by the Trustee in
the same proportion as it votes pursuant to instructions it actually receives
from participants. While I hope that you will vote in the manner recommended by
the Board of Directors, the most important thing is that you vote in whatever
manner you deem appropriate. Please take a moment to do so.

Please note the enclosed material relates only to those shares which have been
allocated to your account under the Plan. You will receive other voting
material for those shares owned by you individually and not under the Plan.

Sincerely,

Robert C. Sinewe
President

<PAGE>

WVS letterhead

September 27, 1996

TO: Persons Granted Restricted Stock Under the Recognition and Retention Plans
of WVS Financial Corp.

As described in the attached materials, your proxy as a stockholder of WVS
Financial Corp. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of restricted Common Stock of the Company granted to you
pursuant to the Company's Recognition and Retention Plans and Trusts
("Recognition Plans") will be voted.

Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, and a voting instruction ballot, which will permit you to vote
the restricted shares granted to you. After you have reviewed the Proxy
Statement, we urge you to vote your restricted shares held pursuant to the
Recognition Plans by marking, dating, signing and returning the enclosed voting
instruction ballot to the administrators of the Recognition Plans. The Plan
Administrators will certify the totals to the Company for the purpose of having
those shares voted by the Trustees of the Recognition Plans.

We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Recognition
Plans are not received, the shares will not be voted. While I hope that you
will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate.
Please take a moment to do so.

Please note that the enclosed material relates only to those shares which have
been granted to you under the Recognition Plans. You will receive other voting
material for those shares owned by you individually and not under the
Recognition Plans.

Sincerely,

Robert C. Sinewe
President

<PAGE>

WVS FINANCIAL CORP.

The undersigned hereby instructs the Trustee of the Employee Stock
Ownership Plan and Trust ("ESOP") of WVS Financial Corp. (the "Company") to
vote, as designated below, all the shares of Common Stock of the Company granted
pursuant to the Recognition Plans to the undersigned as of September 13, 1996,
at the Annual Meeting of Stockholders to be held at the Orchard Hill Church,
located at 2551 Brandt School Road, Wexford, Pennsylvania, on Tuesday, October
29, 1996 at 10:00 a.m., Eastern Time, and any adjournment thereof.

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below

Nominees for four-year term: Donald E. Hook and Robert C. Sinewe.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)

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

2. PROPOSAL to ratify the appointment of S.R. Snodgrass, A.C. as the Company's
independent auditors for the fiscal year ending June 30, 1997.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.

The Company's Board of Directors recommends a vote FOR the Election of the
Nominees for Director and for Proposal 2. Such votes are hereby solicited by
the Company's Board of Directors.

Dated: ------------, 1996

-------------------------
Signature

<PAGE>

WVS letterhead

September 27, 1996

TO: Participants in the Employee Stock Ownership Plan of WVS Financial Corp.

As described in the attached materials, your proxy as a stockholder of WVS
Financial Corp. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on
a confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the Company's Employee Stock Ownership Plan (the
"Plan") will be voted.

We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Plan are not
received, the shares allocated to your account will not be voted. While I hope
that you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate.
Please take a moment to do so.

Sincerely,

Robert C. Sinewe
President