SC 13D/A

CUSIP No. 744319104 SCHEDULE 13D Page 1 of 18

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

744319104

(CUSIP Number)

Mr. Joseph Stilwell

26 Broadway, 23^rd Floor

New York, New York 10004

Telephone: (212) 269-5800

with a copy to:

Spencer L. Schneider, Esq.

70 Lafayette Street, 7^th Floor

New York, New York 10013

Telephone: (212) 233-7400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 7, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),

240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Value Partners I, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,064,800
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,064,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,064,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.6%
	14.	Type of Reporting Person (See Instructions) PN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,064,800
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,064,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,064,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.6%
	14.	Type of Reporting Person (See Instructions) PN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Stilwell Value LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) WC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,064,800
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,064,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,064,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.6%
	14.	Type of Reporting Person (See Instructions) OO

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Joseph Stilwell
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) PF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 0
		8. Shared Voting Power: 1,064,800
		9. Sole Dispositive Power: 0
		10. Shared Dispositive Power: 1,064,800
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,064,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): 9.6%
	14.	Type of Reporting Person (See Instructions) IN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		John Stilwell
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b)
	3.	SEC Use Only ...........................................................................................................................
	4.	Source of Funds (See Instructions) PF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
		7. Sole Voting Power: 3,800
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 3,800
		10. Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,800
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11): .03%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 744319104 SCHEDULE 13D Page 7 of 18

Item 1. Security and Issuer

This is the thirteenth amendment (this “Thirteenth Amendment”) to the original Schedule 13D, which was filed on June 20, 2005 (the “Original Schedule 13D”) and amended on August 2, 2005 (the “First Amendment”), on August 5, 2005 (the “Second Amendment”), on November 16, 2005 (the “Third Amendment”), on February 7, 2006 (the “Fourth Amendment”), on September 22, 2006 (the “Fifth Amendment”), on October 5, 2006 (the “Sixth Amendment”), on February 14, 2007 (the “Seventh Amendment”), on March 7, 2007 (the “Eighth Amendment”), on February 11, 2008 (the “Ninth Amendment”), on May 19, 2008 (the “Tenth Amendment”), on May 23, 2008 (the “Eleventh Amendment”), and on June 16, 2008 (the “Twelfth Amendment”). This Thirteenth Amendment is filed jointly by Stilwell Value Partners I, L.P., a Delaware limited partnership (“Stilwell Value Partners I”), Stilwell Partners, L.P., a Delaware limited partnership (“Stilwell Partners”), Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”) and the general partner of Stilwell Value Partners I, Joseph Stilwell, the general partner of Stilwell Partners and the managing and sole member of Stilwell Value LLC, and John Stilwell. All of the filers of this Schedule 13D are collectively referred to as the “Group.”

This statement relates to the common stock (“Common Stock”) of Prudential Bancorp, Inc. of Pennsylvania (“Issuer” or “PBIP”). The address of the principal executive offices of the Issuer is 1834 Oregon Avenue, Philadelphia, Pennsylvania 19145. The joint filing agreement of the members of the Group is Exhibit 1 to the Original Schedule 13D.

Item 2. Identity and Background

(a)-(c)  This statement is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Value Partners I and Stilwell Partners, in Joseph Stilwell’s capacities as the general partner of Stilwell Partners and as the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners I.

The business address of Stilwell Value Partners I, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell is 26 Broadway, 23^rd Floor, New York, New York 10004.

The principal employment of Joseph Stilwell is investment management. Stilwell Value Partners I and Stilwell Partners are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value Partners I and related partnerships.

This statement is also filed by John Stilwell with respect to the shares of Common Stock beneficially owned by him. John Stilwell’s business address is 26 Broadway, 23^rd Floor, New York, New York 10004. John Stilwell is employed by Stilwell Partners as an analyst. John Stilwell and Joseph Stilwell are brothers.

(d)  During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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(e)  During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)  Joseph Stilwell and John Stilwell are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Stilwell Partners and John Stilwell have not purchased any shares of Common Stock since the Original Schedule 13D. Stilwell Value Partners I has not purchased any shares of Common Stock since the Eleventh Amendment.

Item 4. Purpose of Transaction

The Group’s purpose in acquiring shares of Common Stock is to profit from their appreciation through the assertion of shareholder rights. The Group does not believe the value of Issuer’s assets is adequately reflected in the Common Stock’s current market price.

Members of the Group are filing this Thirteenth Amendment to report, as further described below, that on November 7, 2008, the Group and Issuer entered into a settlement agreement and an expense agreement under which the Group will support Issuer’s stock benefit plans, drop its litigation and withdraw its shareholder demand, and generally support management, and, in exchange, the Issuer will, subject to certain conditions, repurchase up to 3 million of its shares (including shares previously purchased), reimburse a portion of the Group’s expenses, and either adopt a second step conversion or add a Group nominee who meets certain qualification requirements to its board if the repurchases are not completed by a specified time.

Members of the Group believe that it is in the best interests of Issuer’s shareholders that its board of directors include public shareholders who beneficially own a substantial number of shares of Common Stock. Members of the Group believe that Joseph Stilwell would bring broad experience and a fresh perspective to Issuer’s board because none of its current directors have any previous public company experience or any experience in allocating capital for a public company.

On July 12, 2005, Joseph Stilwell met with Issuer’s representatives to ask that he be placed on Issuer’s board, but Issuer denied the request. A week later, one of Issuer’s directors died. On September 21, 2005, Issuer named two new directors to the board, neither of whom owns substantial shares of Common Stock.

Fifty-five percent of the outstanding shares of Common Stock are held by the Prudential Mutual Holding Company (the “MHC”), which is controlled by Issuer’s board. Therefore, with regard to most corporate decisions, such as the election of directors, the MHC will be able to “outvote” Issuer’s public shareholders. However, regulations promulgated by the Federal Deposit Insurance Corporation (the “FDIC”), Issuer’s primary federal regulator, previously barred the MHC from voting on the Issuer’s stock benefit plans and the Issuer’s prospectus in

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connection with its initial public offering in February 2005 indicated that the MHC would not vote on the plans.

During the summer of 2005, members of the Group expected that Issuer would be seeking shareholder approval of the stock benefit plans described in its prospectus. But after the Group announced in August 2005 that it would solicit proxies to oppose adoption of the stock benefit plans as a referendum to place Joseph Stilwell on the board, Issuer decided not to seek public shareholder approval of any stock benefit plans at the 2006 annual meeting and only submitted proposals to re-elect incumbent directors and ratify its auditors to a shareholder vote at the meeting.

Therefore, in December 2005, members of the Group solicited proxies from other public shareholders to withhold their votes on the election of directors as a referendum.

At the February 3, 2006 annual meeting, 71% of Issuer’s voting public shares were withheld from voting on the election of directors. (As indicated below, the Group has run additional withhold contests at the 2007 and 2008 annual meetings.)

On April 6, 2006, Issuer announced that it had received advice from the FDIC that the MHC may vote its shares of Common Stock in favor of the stock benefit plans and that Issuer planned to hold a special meeting of shareholders to vote on approval of the plans. Issuer was thereafter required by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to seek its approval of Issuer’s plans. On April 19, 2006, Issuer announced that it had decided to postpone the special meeting. The Federal Reserve Board has since determined to follow the FDIC’s position.

On October 4, 2006, Stilwell Value Partners I sued Issuer, the MHC, and the directors of Issuer and the MHC in the United States District Court, Eastern District of Pennsylvania, for breach of fiduciary duties, unjust enrichment, promissory estoppel, and unfair dilution and disenfranchisement, and seeking an order preventing the MHC, which is controlled by the individuals who will receive significant awards under the stock benefit plans, from voting the MHC’s shares in PBIP in favor of the plans. (A copy of the complaint is attached to the Sixth Amendment as Exhibit 4). On August 15, 2007, the court dismissed some claims, but sustained the cause of action against the MHC as majority shareholder of PBIP for breach of fiduciary duties. Discovery proceeded and all the directors were deposed. Both sides moved for summary judgment but the court ordered the case to trial, which was scheduled for June 2008.

At the February 9, 2007 annual meeting, 75% of Issuer’s voting public shares were withheld from voting on the election of directors. At the meeting, Mr. Stilwell publicly offered that, if President and CEO Thomas A. Vento could define return on equity on a per share basis, Mr. Stilwell would donate $25,000 to a charity of Mr. Vento’s choice. Mr. Vento attempted to define it but was unable to do so. In March 2007, the Group placed billboard advertisements (a copy of which was attached as Exhibit 5 to the Eighth Amendment) regarding the results of PBIP’s 2006 and 2007 annual meetings and its directors’ unwillingness to hold a democratic vote on the stock benefit plans.

In December 2007, the Group filed proxy materials for the solicitation of proxies to withhold votes on the election of the Issuer’s directors at the 2008 annual meeting of

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shareholders. At the February 4, 2008 annual meeting, an average of 77% of Issuer’s voting public shares withheld their votes in the election of directors. Excluding shares held in Issuer’s Employee Stock Ownership Plan, an average of 88% of the voting public shares withheld their votes in the election of directors.

On May 14, 2008, Stilwell Value Partners I delivered to Issuer’s Board of Directors a demand that it prosecute an action or take corrective measures to require the directors to faithfully discharge their fiduciary duties and not seek to control the outcome of the vote to adopt stock benefit plans. Stilwell Value Partners I also demanded that the directors personally reimburse the Issuer for the costs incurred in defending the lawsuit brought by Stilwell Value Partners I. Also, Stilwell Value Partners I demanded that director John Judge resign or be removed for being unable to perform his duties as a director due to serious illness. Mr. Judge, who is at least 87 years old, claimed to have very labile hypertension. The Group believes Mr. Judge also suffers from senile dementia likely caused by the hypertension. Mr. Judge (and the other directors) should have recognized, or reasonably recognized, that Mr. Judge could no longer perform his functions consistent with his fiduciary duties as a PBIP director.

On May 22, 2008, Stilwell Value Partners I voluntarily discontinued the pending lawsuit because it determined that it would be more effective and appropriate to pursue the Issuer’s directors on a personal basis in a derivative action, in accordance with the demand described above, for (a) the removal of John Judge due to his infirmity, (b) holding the directors personally liable for costs incurred in defending the lawsuit, and (c) stopping the directors from attempting to self-adopt stock benefit plans against the wishes of the public shareholders.

On June 9, 2008, the Issuer announced that Mr. Judge had resigned from the board in response to the Group’s demand. On June 13, 2008, Stilwell Value Partners I wrote to the board of directors regarding the directors’ obligations in connection with the derivative demand. (A copy of this letter is attached as Exhibit 7.)

On June 11, 2008, Stilwell Value Partners I filed a notice to appeal certain portions of the court’s August 15, 2007 order dismissing portions of the lawsuit filed by the Group on October 4, 2006.

On November 7, 2008, the Group and Issuer entered into a settlement agreement and an expense agreement under which the Group will support Issuer’s stock benefit plans, drop its litigation and withdraw its shareholder demand, and generally support management, and, in exchange, the Issuer will, subject to certain conditions, repurchase up to 3 million of its shares (including shares previously purchased), reimburse a portion of the Group’s expenses, and either adopt a second step conversion or add a Group nominee who meets certain qualification requirements to its board if the repurchases are not completed by a specified time. The settlement agreement is attached as Exhibit 8.

Since 2000, affiliates of the Group have filed Schedule 13Ds to report greater than five percent positions in 15 other publicly traded companies. For simplicity, these affiliates are referred to as the “Group”, “we”, “us”, or “our”. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market prices of their shares. The filings are described below.

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On May 1, 2000, we filed a Schedule 13D to report a position in Security of Pennsylvania Financial Corp. (“SPN”). We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition. We then sold our shares on the open market.

On July 7, 2000, we filed a Schedule 13D to report a position in Cameron Financial Corporation (“Cameron”). We exercised our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing to other Cameron shareholders to express our dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp., and we sold our shares on the open market.

On January 4, 2001, following the announcement by Community Financial Corp. (“CFIC”) of the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries, we filed a Schedule 13D to report our position. We reported that we acquired CFIC stock for investment purposes. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27, 2001, we wrote to CFIC confirming that CFIC had agreed to meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger with First Financial Corporation, and we sold our shares on the open market.

On February 23, 2001, we filed a Schedule 13D to report a position in Montgomery Financial Corporation (“Montgomery”). On April 20, 2001, we met with Montgomery’s management, and suggested that they maximize shareholder value by selling the institution. We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery were sold. Eleven days after we filed our Schedule 13D, however, Montgomery’s board amended its bylaws to make it more difficult for us to run an alternate slate by limiting the pool of potential nominees to local persons with a banking relation and shortening the deadline to nominate an alternate slate. We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5, 2001, Montgomery announced that it had hired a banker to explore a sale. On July 24, 2001, Montgomery announced its merger with Union Community Bancorp.

On June 14, 2001, we filed a Schedule 13D reporting a position in HCB Bancshares, Inc. (“HCBB”). On September 4, 2001, we reported that we had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected by us, (b) consider conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker to explore alternatives if it did not achieve the financial targets. On October 22, 2001, our nominee, John G. Rich, Esq., was named to the board. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although HCBB’s outstanding share count decreased by 33% between the filing of our original Schedule 13D and August 2003, HCBB did not achieve the financial target. On August 12, 2003, HCBB announced it had hired a banker to assist in exploring alternatives for maximizing

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shareholder value, including a sale. On January 14, 2004, HCBB announced its sale to Rock Bancshares Inc. and we sold our shares on the open market.

On December 15, 2000, we filed a Schedule 13D reporting a position in Oregon Trail Financial Corp. (“OTFC”). In January 2001, we met with the management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed that OTFC voluntarily place our nominees on the board. OTFC rejected our proposal, and we announced our intention to solicit proxies to elect a board nominee. We demanded OTFC’s shareholder list, but it refused. We sued OTFC in Baker County, Oregon, and the court ruled in our favor and sanctioned it. We also sued two OTFC directors alleging that one had violated OTFC’s residency requirement and that the other had committed perjury. Both suits were dismissed pre-trial but we filed an appeal in one suit and were permitted to re-file the other suit in state court. On August 16, 2001, we started soliciting proxies to elect Kevin D. Padrick, Esq. to the board. We argued in our proxy materials that OTFC should have repurchased its shares at prices below book value. OTFC announced the hiring of an investment banker. Then, the day after the 9/11 attacks, OTFC sued us in Portland and moved to invalidate our proxies; the court denied the motion and the election proceeded.

On October 12, 2001, OTFC’s shareholders elected our candidate by a 2-1 margin. In the five months after the filing of our first proxy statement (i.e., from August 1, 2001 through December 31, 2001), OTFC repurchased approximately 15% of its shares. On March 12, 2002, we entered into a standstill agreement with OTFC. OTFC agreed to: (a) achieve annual targets for return on equity, (b) reduce their current capital ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) re-elect our director to the board, (e) reimburse a portion of our expenses, and (f) withdraw their lawsuit. On February 24, 2003, OTFC and FirstBank NW Corp. announced their merger, and we sold substantially all of our shares on the open market.

On November 25, 2002, we filed a Schedule 13D reporting a position in American Physicians Capital, Inc. (“ACAP”). The Schedule 13D disclosed that on January 18, 2002, Michigan’s insurance department had approved our request to solicit proxies to elect two directors to ACAP’s board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual meeting. On February 20, 2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee, Spencer L. Schneider, Esq., to its board. ACAP also agreed to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding shares; these repurchases were highly accretive to per-share book value. On November 6, 2003, ACAP announced a reserve charge and that it would explore options to maximize shareholder value. It also announced that it would exit the healthcare and workers’ compensation insurance businesses. ACAP then announced that it had retained Sandler O’Neill & Partners, L.P., to assist the board. On December 2, 2003, ACAP announced the early retirement of its President and CEO. On December 23, 2003, ACAP named R. Kevin Clinton its new President and CEO. On June 24, 2004, ACAP announced that it had decided that the best means to maximize shareholder value would be to shed non-core businesses and focus on its core business line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional board representation. On November 10, 2004, ACAP invited Mr. Stilwell to sit on the board, and we entered into a new standstill agreement. This agreement

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was terminated in November 2007, with our nominees remaining on ACAP’s board. On May 8, 2008, our nominees were re-elected to three-year terms expiring in 2011.

On June 30, 2003, we filed a Schedule 13D reporting a position in FPIC Insurance Group, Inc. (“FPIC”). On August 12, 2003, Florida’s insurance department approved our request to hold more than 5% of FPIC’s shares, to solicit proxies to hold board seats, and to exercise shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the board and we signed a confidentiality agreement. On June 7, 2004, we disclosed that because FPIC’s management had taken steps to increase its market price to more adequately reflect its value, we sold our shares on the open market, decreasing our holdings below five percent.

On March 29, 2004, we filed a Schedule 13D reporting a position in Community Bancshares, Inc. (“COMB”). We disclosed our intention to meet with COMB’s management and evaluate management’s progress in resolving its regulatory issues, lawsuits, problem loans, and non-performing assets, and that we would likely support management if it effectively addressed COMB’s challenges. On November 21, 2005, we amended our Schedule 13D and stated that although we believed that COMB’s management had made good progress, COMB’s return on equity would likely remain below average for the foreseeable future, and it should therefore be sold. On November 21, 2005, we also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting, we would solicit proxies to elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May 1, 2006, COMB announced its sale to The Banc Corporation, and we sold our shares on the open market.

On January 19, 2006, we filed a Schedule 13D reporting a position in SCPIE Holdings Inc. (“SKP”). We announced we would run our slate of directors at the 2006 annual meeting and demanded SKP’s shareholder list. SKP initially refused to timely produce the list, but did so after we sued it in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting, but SKP’s directors were elected. On December 14, 2006, SKP agreed to place Mr. Stilwell on the board. On October 16, 2007, Mr. Stilwell resigned from SKP’s board after it approved a sale of SKP that Mr. Stilwell believed was an inferior offer. We solicited shareholder proxies in opposition to the proposed sale; however, the sale was approved.

On July 27, 2006, we filed a Schedule 13D reporting a position in Roma Financial Corp. (“ROMA”). Nearly 70% of ROMA’s shares are held by a mutual holding company (like PBIP) controlled by ROMA’s board. In April 2007, we engaged in a proxy solicitation at ROMA’s first annual meeting, urging shareholders to withhold their vote from management’s slate. ROMA did not put their stock benefit plans up for a vote at that meeting. We then met with ROMA management. In the four months after ROMA became eligible to repurchase its shares, it promptly announced and substantially completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management came to understand the importance of proper capital allocation. Based on ROMA management’s prompt implementation of shareholder-friendly capital allocation plans, we supported management’s adoption of stock benefit plans at the 2008 shareholder meeting.

On November 5, 2007, we filed a Schedule 13D reporting a position in Northeast Community Bancorp, Inc. (“NECB”). A majority of NECB’s shares are held by a mutual holding company (like PBIP and ROMA) controlled by NECB’s board. We have presented a model

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stock benefit plan to management that we would support based on a vesting schedule that more closely aligns management’s interests to shareholder returns. To date, management has not formally responded.

On May 23, 2008, we filed a Schedule 13D reporting a position in William Penn Bancorp, Inc. (“WMPN”). A majority of WMPN’s shares are held by a mutual holding company (like PBIP, ROMA, and NECB) controlled by WMPN’s board. We hope to work with management in maximizing shareholder value. On June 26, 2008, we provided a powerpoint presentation to management regarding our views on capital allocation guidelines.

On May 30, 2008, we filed a Schedule 13D reporting a position in Malvern Federal Bancorp, Inc. (“MLVF”). A majority of MLVF’s shares are held by a mutual holding company (like PBIP, ROMA, NECB, and WMPN) controlled by MLVF’s board. We hope to work with management in maximizing shareholder value. On June 26, 2008, we provided a powerpoint presentation to management regarding our views on capital allocation guidelines.

On November 7, 2008, we filed a Schedule 13D reporting a position in Kingsway Financial Services Inc. (“KFS”). We requested a meeting with Issuer’s CEO and chairman to discuss ways to maximize shareholder value and minimize both operational and balance sheet risks. We oppose any capital raise by the Issuer. We believe management needs to reduce expense levels. We strongly oppose the Issuer’s acquiring other companies or businesses at this time. We hope to work constructively with the existing management and board to help them focus on maximizing value per share. However, we will exercise our shareholder rights to whatever degree necessary in order to achieve our goals. The Group intends to seek at least two board seats.

Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as noted in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

The percentages used in this filing are calculated based on the number of outstanding shares of Common Stock, 11,069,866, reported as the number of outstanding shares as of August 8, 2008, in Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2008. All purchases of shares of Common Stock reported herein were made in open market transactions on The Nasdaq Stock Market.

(A)  Stilwell Value Partners I

(a) Aggregate number of shares beneficially owned: 1,064,800

Percentage: 9.6%

(b) 1.  Sole power to vote or to direct vote: 0

2.  Shared power to vote or to direct vote: 1,064,800

CUSIP No. 744319104 SCHEDULE 13D Page 15 of 18

3.  Sole power to dispose or to direct the disposition: 0

4.  Shared power to dispose or to direct disposition: 1,064,800

(c)  Within the past sixty days, Stilwell Value Partners I sold shares of Common Stock on the open market as follows:

Date	Number of Shares	Price Per Share	Total Proceeds
9/11/08	2,500	10.25	$25,625
9/16/08	3,000	10.25	$30,750
9/26/08	1,100	10.15	$11,165
10/1/08	1,600	10.10	$16,160
10/6/08	2,000	10.00	$20,000

(d)  Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners I, Joseph Stilwell has the power to direct the affairs of Stilwell Value Partners I, including the voting and disposition of shares of Common Stock held in the name of Stilwell Value Partners I. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Value Partners I with regard to those shares of Common Stock.

(B)  Stilwell Partners

(a) Aggregate number of shares beneficially owned:  1,064,800

Percentage: 9.6%

(b) 1. Sole power to vote or to direct vote: 0

2. Shared power to vote or to direct vote: 1,064,800

3. Sole power to dispose or to direct the disposition: 0

4. Shared power to dispose or to direct disposition: 1,064,800

(c)  Stilwell Partners has not purchased or sold any shares of Common Stock since the filing of the Original Schedule 13D.

(d)  Because he is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including the voting and disposition of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Partners with regard to those shares of Common Stock.

(C) Stilwell Value LLC

(a) Aggregate number of shares beneficially owned:  1,064,800

Percentage:  9.6%

(b) 1.  Sole power to vote or to direct vote: 0

2.  Shared power to vote or to direct vote: 1,064,800

3.  Sole power to dispose or to direct the disposition: 0

4.  Shared power to dispose or to direct disposition: 1,064,800

(c)  Stilwell Value LLC has made no purchases of shares of Common Stock.

CUSIP No. 744319104 SCHEDULE 13D Page 16 of 18

(d)  Because he is the managing and sole member of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of Stilwell Value Partners I. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners I.

(D) Joseph Stilwell

(a) Aggregate number of shares beneficially owned: 1,064,800

Percentage: 9.6%

(b) 1.  Sole power to vote or to direct vote: 0

2.  Shared power to vote or to direct vote: 1,064,800

3.  Sole power to dispose or to direct the disposition: 0

4.  Shared power to dispose or to direct disposition: 1,064,800

(c) Within the past sixty days, Joseph Stilwell has made no purchases or sales of shares of Common Stock.

(E) John Stilwell

(a) Aggregate number of shares beneficially owned: 3,800

Percentage: .03%

(b) 1.  Sole power to vote or to direct vote: 3,800

2.  Shared power to vote or to direct vote: 0

3.  Sole power to dispose or to direct the disposition: 3,800

4.  Shared power to dispose or to direct disposition: 0

(c) John Stilwell has not purchased or sold any shares of Common Stock since the filing of the Original Schedule 13D.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Joint Filing Agreement filed as Exhibit 1, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC and Joseph Stilwell, in their capacities, respectively, as general partner of Stilwell Value Partners I, and managing and sole member of Stilwell Value LLC and general partner of Stilwell Partners, are entitled to an allocation of a portion of profits.

See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.

CUSIP No. 744319104 SCHEDULE 13D Page 17 of 18

Item 7. Material to be filed as Exhibits

Exhibit Number	Description
1	Joint Filing Agreement, filed with Original Schedule 13D
2	Power of Attorney of John Stilwell, filed with Original Schedule 13D
3	Shareholder List Request, dated July 28, 2005, filed with First Amendment
4	Complaint, dated October 4, 2006, filed with Sixth Amendment
5	Example of Billboard Advertisement, filed with Eighth Amendment
6	Demand letter to the PBIP Board of Directors dated May 14, 2008, filed with Tenth Amendment
7	Letter dated June 13, 2008, regarding PBIP’s response to demand
8	Settlement Agreement, dated November 7, 2008

CUSIP No. 744319104 SCHEDULE 13D Page 18 of 18

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2008

STILWELL VALUE PARTNERS I, L.P.

By:       STILWELL VALUE LLC
General Partner

/s/ Joseph Stilwell

By:       Joseph Stilwell
Managing and Sole Member

STILWELL PARTNERS, L.P.

/s/ Joseph Stilwell

By:       Joseph Stilwell
General Partner

STILWELL VALUE LLC

/s/ Joseph Stilwell

By:       Joseph Stilwell
Managing and Sole Member

JOSEPH STILWELL

/s/ Joseph Stilwell

Joseph Stilwell

JOHN STILWELL

/s/ John Stilwell

John Stilwell

EX-99

Exhibit 8

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”), dated this 7^th day of November 2008, is by and among Prudential Mutual Holding Company (the “MHC”), Prudential Bancorp, Inc. of Pennsylvania (the “Company”) and Prudential Savings Bank (the “Bank,” and collectively with the MHC and the Company, “Prudential”), and Stilwell Value Partners I, L.P. (“Stilwell Value Partners”), Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell, an individual, and John Stilwell, an individual (collectively, the “Stilwell Group,” individually, a “Stilwell Group Member”).

RECITALS

WHEREAS, on October 4, 2006, Stilwell Value Partners filed suit in the United States District Court for the Eastern District of Pennsylvania (the “Court”), Docket No. 06-CV-4432 (the “Stilwell Litigation”), against the MHC, the Company and the directors of the MHC and the Company;

WHEREAS, the Court by order dated August 15, 2007 dismissed all claims in the Stilwell Litigation, except for one claim against MHC; the Court granted MHC summary judgment on a portion of this remaining claim by order dated April 24, 2008; and Stilwell Value Partners voluntarily withdrew the remaining portion of the claim with prejudice;

WHEREAS, on June 11, 2008, Stilwell Value Partners appealed to the United States Court of Appeals for the Third Circuit, Docket No. 08-2702 (the “Appeal”), a portion of the Court’s August 15, 2007 order;

WHEREAS, by letter dated May 14, 2008, Stilwell Value Partners demanded that various actions be taken by the Company (the “Stilwell Demand”);

WHEREAS, in light of the foregoing, Prudential and the Stilwell Group have agreed that it is in their mutual interests to enter into this Settlement Agreement; and

WHEREAS, Prudential and the Stilwell Group are entering into a separate, concurrent agreement with respect to certain expenses incurred by the Stilwell Group in connection with the Stilwell Litigation and related matters (the “Expense Agreement”).

NOW THEREFORE, in consideration of the Recitals and the representations, warranties, covenants and agreements contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1.          Representations and Warranties of the Stilwell Group Members. The Stilwell Group Members represent and warrant to Prudential, as follows:

(a)        The Stilwell Group has fully disclosed in Exhibit A to this Settlement Agreement the total number of shares of common stock of the Company, par value $0.01 per share (“Company Common Stock”) as to which it has beneficial ownership and neither the Stilwell Group nor any Stilwell Group Member nor any of their affiliates has (i) a right to acquire a beneficial ownership interest in any capital stock of the Company, or (ii) a right to vote any shares of capital stock of the Company other than as set forth in Exhibit A;

(b)       The Stilwell Group and the Stilwell Group Members have full power and authority to enter into and perform their obligations under this Settlement Agreement and the Expense Agreement, and the execution and delivery of this Settlement Agreement and the Expense Agreement by the Stilwell Group and Stilwell Group Members has been duly authorized by the principals of the Stilwell Group. This Settlement Agreement and the Expense Agreement constitute valid and binding obligations of the Stilwell Group and the Stilwell Group Members and the performance of their respective terms shall not constitute a violation of any limited partnership agreement, operating agreement, bylaws, or any agreement or instrument to which the Stilwell Group or any Stilwell Group Member is a party;

(c)        There are no other persons who, by reason of their personal, business, professional or other arrangement with the Stilwell Group or any Stilwell Group Member, have agreed, in writing or orally, explicitly or implicitly, to take any action on behalf of or in lieu of the Stilwell Group or any Stilwell Group Member that would be prohibited by this Settlement Agreement; and

(d)       There are no arrangements, agreements or understandings concerning the subject matter of this Settlement Agreement and the Expense Agreement between the Stilwell Group or any Stilwell Group Member and Prudential other than as set forth in this Settlement Agreement and the Expense Agreement.

2. Representations and Warranties of the MHC, the Company and the Bank.

(a)        The MHC, the Company and the Bank hereby represent and warrant to the Stilwell Group that the MHC, the Company and the Bank have full power and authority to enter into and perform their respective obligations under this Settlement Agreement and the Expense Agreement and that the execution and delivery of this Settlement Agreement and the Expense Agreement by the MHC, the Company and the Bank has been duly authorized by the Board of Directors of the MHC, the Company and the Bank. This Settlement Agreement and the Expense Agreement constitute valid and binding obligations of the MHC, the Company and the Bank and the performance of their respective terms shall not constitute a violation of their respective articles of incorporation or bylaws or any agreement or instrument to which the MHC, the Company or the Bank is a party.

(b)       Prior to the date of this Settlement Agreement, the Company has repurchased 1,493,884shares of Company Common Stock and the MHC has purchased 149,000shares of Company Common Stock, for a total of 1,642,884shares (collectively referred to as the “Prior Repurchases”).

(c)        The MHC, the Company and the Bank hereby represent and warrant to the Stilwell Group that there are no arrangements, agreements, or understandings concerning the subject matter of this Settlement Agreement and the Expense Agreement between the Stilwell Group or any Stilwell Group Member and Prudential other than as set forth in this Settlement Agreement and the Expense Agreement.

3. Covenants.

(a)        During the term of this Settlement Agreement, Prudential covenants and agrees as follows:

(i)        In connection with this Settlement Agreement, each of the Boards of Directors of the MHC, the Company and the Bank has adopted a resolution stating that it is the intention of Prudential to complete a second step conversion, whereby Prudential would reorganize from the mutual holding company form of organization to the stock holding company form of organization (the “Second Step Conversion”), by no later than the annual meeting of shareholders for 2013, currently expected to be held in February 2013 (the “2013 Annual Meeting”). Such intention is subject to the Prudential Boards’ exercise of their fiduciary duties and their ongoing evaluation of the merits of proceeding with the Second

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Step Conversion in light of a variety of considerations, including but not limited to market conditions and the Bank’s and the Company’s capital needs.

(ii)       Promptly after entering into the Settlement Agreement, the Company will issue a press release announcing that (A) conducting the Second Step Conversion is an integral part of Prudential’s long-term strategic plan and (B) proceeding with the Second Step Conversion under the time frames outlined in Section 3(a)(i) above will be a function of, among other things, an evaluation of market conditions, which currently are not favorable but which the Company believes will improve over the next several years.

(iii)      Subject to market conditions and Prudential’s capital needs and the fiduciary duties of the respective Boards of Directors, the Company and the MHC, between them, will repurchase, in the case of the Company, or purchase, in the case of the MHC, at least 1,357,116additional shares of Company Common Stock by September 30, 2011 (the “Proposed Share Repurchase Plan”). Upon completion of the Proposed Share Repurchase Plan, the Company and the MHC will have repurchased or purchased, as the case may be, when aggregated with the Prior Repurchases, a total of 3,000,000 shares of Company Common Stock.

(iv)      (A)        In the event that the MHC and the Company do not complete the Proposed Share Repurchase Plan by purchasing and/or repurchasing a total of 3,000,000 shares of Company Common Stock by September 30, 2011 (not including any shares that may be repurchased pursuant to the Benefit Plan Repurchases (as hereinafter defined)), Prudential will by October 15, 2011 either (X) adopt a plan of conversion pursuant to which the Second Step Conversion will be effected (the “Plan of Conversion”), or (Y) appoint to the Boards of Directors of the MHC, the Company and the Bank an individual nominated by the Stilwell Group (“the Stilwell Representative”) who (1) is acceptable to Prudential, which acceptance will not be unreasonably withheld; (2)(a) resides in Bucks, Chester, Delaware, Montgomery, or Philadelphia Counties, Pennsylvania or Camden County, New Jersey; and (b) has significant financial expertise and/or banking experience.

(B)          The determination of whether to take the action in subclause (X) in Section 3(a)(iv)(A) above or instead to take the action in subclause (Y) in Section 3(a)(iv)(A) above shall be solely at the discretion of Prudential and is not subject to challenge by the Stilwell Group. In the event Prudential determines to appoint the Stilwell Representative to the Boards of Directors of the MHC, the Company and the Bank, the Stilwell Representative will be appointed by October 15, 2011 to the class of directors of the Boards of Directors of the MHC, the Company and the Bank whose terms will expire at the respective entity’s annual meeting held in 2014 (the “2014 Class”). Such annual meetings are currently expected to be held in February 2014. Prudential would take such corporate action as is necessary to permit the appointment of the Stilwell Representative to the three Boards of Directors. In the event the Stilwell Representative is appointed to the Boards of Directors of each of the Company, the Bank and the MHC, the Boards of Directors of each of the Company, the Bank and the MHC will nominate the Stilwell Representative for an additional three year term expiring at the respective entity’s annual meeting held in 2017 and for an additional two year term thereafter expiring at the respective entity’s annual meeting held in 2019, provided, however, that the Stilwell Representative will resign from the Board of Directors of each entity upon the expiration date of this Settlement Agreement. The Company will recommend to its shareholders the election of the Stilwell Representative at each of the Company's annual meetings at which the Stilwell Representative is a nominee for re-election, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. The Company shall use its reasonable best efforts to have the Stilwell Representative elected as a director of the Company and the Company shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors. The MHC agrees to vote the shares of Company Common Stock held thereby in favor of the Stilwell Representative’s election at the Company’s annual meetings of shareholders at which the Stilwell Representative is a nominee for re-election. The Company agrees to

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vote the shares of the common stock of the Bank owned thereby in favor of the re-election of the Stilwell Representative at the annual meetings of the Bank at which the Stilwell Representative is a nominee for re-election. In addition, the Board of Directors of the MHC will re-appoint the Stilwell Representative to the Board of the MHC at the annual meetings thereof at which the Stilwell Representative is a nominee for re-appointment. The Stilwell Group shall have the power to designate the Stilwell Representative's replacement upon the death, resignation, retirement, disqualification or removal from office of such director, subject to (i) satisfaction of all legal and governance requirements regarding service as a director of Prudential and (ii) the acceptance of Prudential, which acceptance will not be unreasonably withheld, and the compliance with the provisions of Section 3(a)(iv)(A)(Y). The Boards of Directors of each of the MHC, the Company and the Bank will promptly take all action reasonably required to fill any such vacancy so occurring.

(C)          In the event that Prudential takes the action described above in subparagraph (X) in Section 3(a)(iv)(A) above and completes the Second Step Conversion by June 30, 2012, Prudential’s obligations under this Settlement Agreement to purchase and/or repurchase shares of Company Common Stock will cease.

(v)       In the event that the Plan of Conversion is adopted pursuant to Section 3(a)(iv)(A) but the Second Step Conversion is not completed by June 30, 2012 and Prudential has not previously appointed the Stilwell Representative to the Boards of Directors of the MHC, the Company and the Bank, the Boards of Directors of such entities shall promptly appoint the Stilwell Representative to the 2014 Class.

(vi)      In the event the Second Step Conversion is completed by September 30, 2011, there will be no obligation to appoint the Stilwell Representative to the Boards of Directors of the MHC, the Company and the Bank.

(vii)     The Company may adopt and implement, including seeking shareholder approval, the Stock Option Plan and the Management Recognition and Retention Plan (collectively, the “Stock Benefit Plans”), covering an aggregate of 791,517 shares of Company Common Stock at any time subsequent to the execution of this Agreement by the parties hereto. Option grants and restricted stock awards may be made promptly after receipt of shareholder approval notwithstanding any other provision of this Settlement Agreement and shall vest in accordance with the terms of the Stock Benefit Plans.

(viii)    Until and unless a Second Step Conversion has been completed, Prudential will fund awards granted pursuant to the Stock Benefit Plans through the repurchase by the Company of the necessary shares through open market or privately negotiated transactions (“Benefit Plan Repurchases”), such repurchases being in addition to the shares being repurchased pursuant to the Proposed Share Repurchase Plan. In addition, Prudential will engage an independent benefits consulting firm of its choosing to advise Prudential with regard to administration of the Stock Benefit Plans, including assistance in determining grant levels.

(ix)      Any stock option and/or recognition and retention stock plans adopted by Prudential subsequent to the completion of a Second Step Conversion (the “Second Step Stock Benefit Plans”) will be funded with shares of common stock held in treasury by the then public holding company for the Bank (the “New Holding Company”). Furthermore, the New Holding Company will engage an independent benefits consulting firm to advise the New Holding Company with respect to the Second Step Stock Benefit Plans.

(x)       In connection with the Second Step Conversion, the New Holding Company will disclose in the prospectus used to offer its stock to depositors and existing shareholders of the Company that it intends to consider a variety of capital management strategies which will include, among others,

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share repurchases. It is anticipated that possible share repurchases by the New Holding Company will be considered by the Board of Directors of the New Holding Company beginning promptly after the one year anniversary of the Second Step Conversion.

(xi)      During the term of this Settlement Agreement, neither Prudential nor any of its directors shall make any public statement, whether by press release, advertisement, comment to any news media, filings under federal securities laws or federal or state banking laws or otherwise, regarding the affairs of the Stilwell Group or any Stilwell Group Member that (A) reflects negatively against Stilwell Group or any Stilwell Group Member or (B) is inconsistent with the description of and disclosure regarding this Settlement Agreement as agreed to by Prudential and the Stilwell Group pursuant to Section 7 hereof; provided, however, that no party shall be required to revise or amend any prior disclosures or descriptions of the Stilwell Litigation, the Appeal, the Stilwell Demand or the circumstances leading up to such matters.

(b)       For purposes of Section 3(b), reference to the Company and the Company Common Stock will be deemed to include references to the New Holding Company and its common stock (“New Holding Company Common Stock”) with respect to the periods subsequent to the completion of the Second Step Conversion. During the term of this Settlement Agreement, the Stilwell Group and each Stilwell Group Member covenant and agree not to do the following, directly or indirectly, alone or in concert with any other affiliate, group or other person:

(i)          own, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, or through the acquisition of control of another person or entity (including by way of merger or consolidation), the beneficial ownership of, or the right to vote, any additional shares of the outstanding Company Common Stock or any securities convertible into Company Common Stock (except by way of stock splits, stock dividends, stock reclassifications or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of the Company Common Stock generally);

(ii)         without the Company’s prior written consent, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Stilwell Group’s shares of Company Common Stock to any person the Stilwell Group believes, after reasonable inquiry, would beneficially own immediately after any such sale or transfer more than 5% of the outstanding shares of the Company Common Stock;

(iii)       (A) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all the assets of, or other business combination involving, or a tender or exchange offer for securities of, the Company or the Bank or any material portion of the Company’s or the Bank’s business or assets or any other type of transaction that would result in a change in control of the Company (any such action described in this clause (A) is a “Company Transaction Proposal”), (B) seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company, the MHC or the Bank or any of the businesses, operations or policies of the Company, the MHC or the Bank, provided that if the Stilwell Representative is appointed to the Boards of Directors of the Company, the MHC and the Bank, such individual can take action as is necessary to fulfill his or her duties as a director, (C) present to the Company, its shareholders or any third party any proposal constituting or that could reasonably be expected to result in a Company Transaction Proposal, or (D) seek to effect a change in control of the Company;

(iv)       publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another person engage in a transaction or group of transactions that would constitute or could reasonably be expected to result in a Company Transaction Proposal or take any action that might require the Company to make a public announcement regarding any such Company Transaction Proposal;

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(v)        initiate, request, induce, encourage or attempt to induce or give encouragement to any other person to initiate any proposal constituting or that can reasonably be expected to result in a Company Transaction Proposal, or otherwise provide assistance to any person who has made or is contemplating making, or enter into discussions or negotiations with respect to, any proposal constituting or that can reasonably be expected to result in a Company Transaction Proposal;

(vi)        solicit proxies or written consents or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents, or otherwise become a “participant” in a “solicitation,” or assist any “participant” in a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A and Instruction 3 of Item 4 of Schedule 14A, respectively, under the Securities Exchange Act of 1934) in opposition to any recommendation or proposal of the Company’s Board of Directors, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the Company Common Stock, or execute any written consent in lieu of a meeting of the holders of the Company Common Stock or grant a proxy with respect to the voting of the capital stock of the Company to any person or entity other than the Board of Directors of the Company;

(vii)      initiate, propose, submit, encourage or otherwise solicit shareholders of the Company for the approval of one or more shareholder proposals or induce or attempt to induce any other person to initiate any shareholder proposal, or seek election to, or seek to place a representative or other affiliate or nominee on, the Company’s Board of Directors (other than with respect to the provisions of Sections 3(a)(iv)(A) and (v), providing for the possible appointment of the Stilwell Representative) or seek removal of any member of the Company’s Board of Directors;

(viii)         form, join in or in any other way (including by deposit of the Company’s capital stock) participate in a partnership, pooling agreement, syndicate, voting trust or other group with respect to Company Common Stock, or enter into any agreement or arrangement or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Company Common Stock;

(ix)        (A) join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any proposal or director nomination submitted by the Company’s Board of Directors to a vote of the Company’s shareholders, or (B) join with or assist any person or entity, directly or indirectly, in supporting or endorsing (including supporting, requesting or joining in any request for a meeting of shareholders in connection with), or make any statement in favor of, any proposal submitted to a vote of the Company’s shareholders that is opposed by the Company’s Board of Directors;

(x)         vote for any nominee or nominees for election to the Board of Directors of the Company other than those nominated or supported by the Company’s Board of Directors or consent to become a nominee for election as a director of the Company;

(xi)        except in connection with the enforcement of this Settlement Agreement, initiate or participate, by encouragement or otherwise, in any litigation against or derivatively on behalf of the Company, the MHC or the Bank or their respective officers and directors, except for testimony which may be required by law;

(xii)       make any public statement, whether by press release, advertisement (including the posting of billboards), comment to any news media, filings under federal securities laws or federal or state banking laws or otherwise, regarding the affairs of Prudential that (A) reflects negatively against Prudential or the Boards of Directors of Prudential or any of the directors or officers of the MHC, the Company or the Bank or (B) is inconsistent with the description of and disclosure regarding this

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Settlement Agreement as agreed to by Prudential and the Stilwell Group pursuant to Section 7 hereof; provided, however, that no party shall be required to revise or amend any prior disclosures or descriptions of the Stilwell Litigation, the Appeal, the Stilwell Demand or the circumstances leading up to such matters; and

(xiii)      advise, assist, encourage or finance (or arrange, assist or facilitate financing to or for) any other person in connection with any of the matters restricted by, or otherwise seek to circumvent the limitations of, this Settlement Agreement.

(c)      The Stilwell Group shall within five (5) business days of the execution of this Settlement Agreement remove any and all existing billboards or signs erected at the Stilwell Group’s direction making reference to Prudential.

(d)        Stilwell Value Partners shall within five (5) business days of the execution of this Settlement Agreement enter into a stipulation for the dismissal, with prejudice, of the Appeal, in the form attached as Exhibit B. Upon execution of this Settlement Agreement, the Stilwell Demand shall be deemed to have been withdrawn.

(e)         During the term of this Settlement Agreement, the Stilwell Group and each Stilwell Group Member covenant and agree, and shall require each of their affiliates, to vote the shares of Company Common Stock beneficially owned by them in favor of the approval of the Stock Benefit Plans, the Plan of Conversion, the Second Step Conversion and the Second Step Stock Benefit Plans (the “Proposals”) and will not make any public statement in opposition to the Proposals.

(f)         In connection with the announcement of the execution of this Settlement Agreement, the Stilwell Group will state publicly, in the press release attached as Exhibit C, that the shares of Company Common Stock that it beneficially owns may be sold from time to time in open market transactions.

(g)        (i) In the event that at any time from the date of this Settlement Agreement through September 30, 2011, the closing sales price per share of the Company’s Common Stock on the Nasdaq Global Market is $12.50 per share or higher (“First Threshold”), the Company and/or the MHC have the right to purchase from the Stilwell Group up to 260,000 shares of Company Common Stock (or all of the shares owned by the Stilwell Group if at such time the Stilwell Group does not beneficially own 260,000 or more shares of Company Common Stock) at $12.50 per share (“First Call Option”). Once the Company and/or the MHC become aware that the First Threshold has been reached, the Company and/or the MHC will provide written notice within three (3) business days to the Stilwell Group that the First Call Option is exercisable. The Company and/or the MHC can exercise the First Call Option at any time during the fifteen (15) business day period after written notice is given to the Stilwell Group that the First Call Option is exercisable. The Company and/or the MHC can exercise the First Call Option in full or in part in their complete discretion. If the Company and/or the MHC choose to exercise the First Call Option in full or in part, settlement of the purchase of the shares being sold by the Stilwell Group pursuant to the First Call Option will be within three (3) business days of such exercise, with payment by wire transfer to an account identified by the Stilwell Group.

(ii) In the event that at any time from the date of this Settlement Agreement through September 30, 2011, the closing sales price per share of the Company Common Stock is $13.50 per share or higher (“Second Threshold”), the Company and/or the MHC have the right to purchase from the Stilwell Group up to an additional 260,000 shares of Company Common Stock (or all of the shares owned by the Stilwell Group if at such time the Stilwell Group does not beneficially own 260,000 or more shares of Company Common Stock) at $13.50 per share (the “Second Call Option”). Once the Company and/or the MHC become aware that the Second Threshold has been reached, the Company and/or the MHC will provide written notice within three (3) business days to the Stilwell Group that the Second Call Option is

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exercisable. The Company and/or the MHC can exercise the Second Call Option at any time during the fifteen (15) business days after written notice is given to the Stilwell Group that the Second Call Option is exercisable. The Company and/or the MHC can exercise the Second Call Option in full or in part in their complete discretion. The ability of the Company and/or the MHC to exercise the Second Call Option is not contingent on whether the First Call Option was exercised in full or in part. If the Company and/or the MHC chooses to exercise the Second Call Option in full or in part, settlement of the purchase of the shares being sold by the Stilwell Group pursuant to the Second Call Option will be within three (3) business days of such exercise, with payment by wire transfer to an account identified by the Stilwell Group.

(h) In the event that prior to September 30, 2011, the Stilwell Group ceases to beneficially own 5.0% or more (the “Minimum Share Ownership”) of the issued and outstanding shares of Company Common Stock, Prudential will have no obligation to adopt a Plan of Conversion and complete a Second Step Conversion or to appoint the Stilwell Representative as provided by Section 3(a)(iv)(A); provided, however, the decline in the Stillwell Group’s beneficial ownership below the Minimum Share Ownership level shall not affect the obligations of Prudential set forth in Sections 3(a)(iii) and 3(a)(viii). The Stilwell Group shall notify Prudential in writing of the decline in the Stilwell Group’s beneficial ownership below the Minimum Share Ownership within three (3) business days of the date that its beneficial ownership falls below the Minimum Share Ownership threshold.

4. Notice of Breach and Remedies.

The parties expressly agree that an actual or threatened breach of this Settlement Agreement by any party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Settlement Agreement or to secure specific enforcement of its terms and provisions.

The Stilwell Group and each Stilwell Group Member expressly agree that they will not be excused or claim to be excused from performance under this Settlement Agreement as a result of any material breach by Prudential unless and until Prudential is given written notice of such breach and thirty (30) business days either to cure such breach or seek relief in court. If Prudential seeks relief in court, the Stilwell Group and each Stilwell Group Member irrevocably stipulate that any failure to perform by the Stillwell Group and/or any Stilwell Group Member or any assertion by the Stilwell Group and/or any Stilwell Group Member that they are excused from performing their obligations under this Settlement Agreement would cause Prudential irreparable harm, that Prudential shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and that the Stilwell Group and each Stilwell Group Member shall not deny or contest that such circumstances would cause Prudential irreparable harm. If, after such thirty (30) business day period, Prudential has not either reasonably cured such material breach or obtained relief in court, the Stilwell Group or each Stilwell Group Member may terminate this Settlement Agreement by delivery of written notice to Prudential.

Prudential expressly agrees that it will not be excused or claim to be excused from performance under this Settlement Agreement as a result of any material breach by the Stilwell Group or any Stilwell Group Member unless and until the Stilwell Group and each Stilwell Group Member is given written notice of such breach and thirty (30) business days either to cure such breach or seek relief in court. If the Stilwell Group or any Stilwell Group Member seeks relief in court, Prudential irrevocably stipulates that any failure to perform by Prudential or any assertion by Prudential that it is excused from performing its obligations under this Settlement Agreement would cause the Stilwell Group and each Stilwell Group Member irreparable harm, that the Stilwell Group or any Stilwell Group Member shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and that Prudential shall not deny or contest that such circumstances would cause the Stilwell Group and each Stilwell Group Member

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irreparable harm. If, after such thirty (30) business day period, the Stilwell Group or the Stilwell Group Member has not either reasonably cured such material breach or obtained relief in court, Prudential may terminate this Settlement Agreement by delivery of written notice to the Stilwell Group and each Stilwell Group Member.

5.         Release. Prudential, the Stilwell Group and each Stilwell Group Member, on behalf of themselves and their subsidiaries, affiliates, officers, directors, partners, members, employees, agents, assigns, successors, heirs and legal representatives, hereby mutually release and forever discharge each and every other party to this Agreement (and any subsidiaries, affiliates, officers, directors, partners, members, employees, attorneys, financial advisors, agents, assigns, successors, heirs and legal representatives) from any and all actions, causes of actions, claims, demands, debts, damages and liabilities of whatsoever kind and nature, known and unknown, at law or in equity, in contract or in tort, fixed or contingent, liquidated or unliquidated, which each party now has, claims, threatens or asserts, or might or could hereafter have, claim, threaten or assert, against any or all of the other parties to this Agreement (or any of such parties’ subsidiaries, affiliates, officers, directors, partners, members, employees, attorneys, financial advisors, agents, assigns, successors, heirs and legal representatives) arising or alleged to arise out of or in any manner related to any contracts, transactions, acts or omissions by any party on or prior to the date of this Settlement Agreement. Notwithstanding the foregoing, this mutual release neither extends to nor includes the obligations and liabilities created by this Agreement. The mutual release set forth in this Section is understood and intended by the parties to constitute a general release.

6.         Term. This Settlement Agreement shall be effective upon the execution of the Settlement Agreement, and will remain in effect for a period of ten (10) years.

7.         Publicity. Promptly upon the execution and delivery of this Settlement Agreement, Prudential and the Stilwell Group shall issue the joint press release attached as Exhibit C, which has been mutually agreed to by the parties. Furthermore, attached as Exhibit D is the mutually agreed upon disclosure the Stilwell Group shall include in an amendment to its Prudential Schedule 13D, reporting the Settlement Agreement. Attached as Exhibit E is the mutually agreed upon disclosure the Company shall include in its Form 8-K, reporting the Settlement Agreement. In addition, Prudential and the Stilwell Group shall each provide to the other party for such party’s prior review and approval any additional future disclosure proposed to be made by Prudential or the Stilwell Group concerning this Settlement Agreement unless such additional future disclosure is substantially identical to or consistent with the disclosures mutually agreed to in Exhibits C-E. All future disclosures concerning the Settlement Agreement will be consistent with the disclosures mutually agreed to in Exhibits C-E. No party, however, will be required to revise or amend any prior disclosure or descriptions of the Stilwell Litigation, the Appeal, the Stilwell Demand or the circumstances leading up to such matters. During the term of this Settlement Agreement, no party to this Settlement Agreement shall cause, discuss, cooperate or otherwise aid in the preparation of any press release or other publicity concerning any other party to this Settlement Agreement or its operations without the prior approval of such other party other than press releases or other publicity substantially identical to or consistent with the disclosures mutually agreed to in Exhibits C-E.

8.         Notices. All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered by telecopy or in person, (b) on the third Business Day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (c) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:

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Stilwell Group: Joseph Stilwell

26 Broadway, 23rd Floor

New York, New York 10004

Facsimile: 212-269-2675

With a copy to: Spencer L. Schneider, Esq.

70 Lafayette Street, 7^th Floor

New York, New York 10013

Facsimile: 212-233-9713

Prudential: Thomas A. Vento

President and Chief Executive Officer

Prudential Mutual Holding Company

Prudential Bancorp, Inc. of Pennsylvania

Prudential Savings Bank

1834 Oregon Avenue

Philadelphia, Pennsylvania 19145

Facsimile: 215-755-7521

With a copy to: Raymond A. Tiernan., Esq.

Philip R. Bevan, Esq.

Elias, Matz, Tiernan & Herrick L.L.P.

734 15^th Street, 11^th Floor

Washington, DC 20005

Facsimile: 202-347-2172

and

Edward M. Posner, Esq.

William M. McSwain, Esq.

Drinker Biddle & Reath LLP

One Logan Square

18^th & Cherry Streets

Philadelphia, Pennsylvania 19103-6996

Facsimile: 215-988-2757

9.          Governing Law and Choice of Forum. Unless applicable federal law or regulation is deemed controlling, Pennsylvania law shall govern the construction and enforceability of this Settlement Agreement. Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the United States District Court for the Eastern District of Pennsylvania or, if there is no basis for federal jurisdiction, in the Philadelphia Court of Common Pleas. The Stilwell Group and the Stilwell Group Members agree that the United States District Court for the Eastern District of Pennsylvania and the Philadelphia Court of Common Pleas may exercise personal jurisdiction over them in any such actions.

10.        Severability. If any term, provision, covenant or restriction of this Settlement Agreement is held by any governmental authority or a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Settlement Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

11.       Successors and Assigns. This Settlement Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns, and transferees by operation of law, of the parties. Except as otherwise expressly provided, this Settlement Agreement shall not inure to

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the benefit of, be enforceable by or create any right or cause of action in any person, including any shareholder of the Company, other than the parties to the Settlement Agreement. Nothing contained herein shall prohibit Stilwell Value Partners and Stilwell Partners from being permitted to transfer any portion or all of the shares of Company Common Stock owned thereby at any time to any affiliate of Stilwell Value Partners or Stilwell Partners but only if the transferee agrees in writing for the benefit of Prudential (with a copy thereof to be furnished to Prudential prior to such transfer) to be bound by the terms of this Settlement Agreement (any such transferee shall be included in the terms “Stilwell Group” and “Stilwell Group Member”).

12.        Survival of Representations, Warranties and Covenants. All representations, warranties and covenants shall survive the execution and delivery of this Settlement Agreement and shall continue for the term of this Settlement Agreement unless otherwise provided.

13.       Amendments. This Settlement Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties.

14.       Definitions. As used in this Settlement Agreement, the following terms shall have the meanings indicated, unless the context otherwise requires:

(a)         The term “acquire” means every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(b)        The term “acting in concert” means (i) knowing participation in a joint activity or conscious parallel action towards a common goal, whether or not pursuant to an express agreement, or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

(c)         The term “affiliate” means, with respect to any person, a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with such other person.

(d)        The terms “beneficial ownership” or “beneficially owned” mean all Company Common Stock owned or held in the name of a Stilwell Group Member or an associate thereof, individually or jointly with any other person; by any trust in which a Stilwell Group Member is a settlor, trustee, or beneficiary; by any corporation in which a Stilwell Group Member is a shareholder (owning, together with all other Stilwell Group Members and their respective affiliates, more than five percent (5%) of the outstanding voting power), director or officer; by any partnership in which a Stilwell Group Member is a limited partner (owning, together with all other Stilwell Group Members and their respective affiliates, more than five percent (5%) of the outstanding beneficial interests), general partner, employee or agent; or by any other entity in which a Stilwell Group Member holds, together with all other Stilwell Group Members and their respective affiliates, more than five percent (5%) of the outstanding beneficial interests.

(e)         The term “change in control” denotes circumstances under which: (i) any person or group becomes the beneficial owner of shares of capital stock of the Company, the New Holding Company or the Bank representing 25% or more of the total number of votes that may be cast for the election of the Boards of Directors of the Company, the New Holding Company or the Bank, (ii) the persons who were directors of the Company, the New Holding Company or the Bank cease to be a majority of the Board of Directors, in connection with any tender or exchange offer (other than an offer by the Company, the New Holding Company or the Bank), merger or other business combination, sale of assets or contested

11

election, or combination of the foregoing, or (iii) shareholders of the Company, the New Holding Company or the Bank approve a transaction pursuant to which substantially all of the assets of the Company, the New Holding Company or the Bank will be sold.

(f)         The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management, activities or policies of a person or organization, whether through the ownership of capital stock, by contract, or otherwise.

(g)       The term “group” has the meaning as defined in Section 13(d)(3) of the Securities Exchange Act of 1934.

(h)        The term “person” includes an individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, syndicate, or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Company or the New Holding Company.

(i)         The term “transfer” means, directly or indirectly, to sell, gift, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, gift, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Company Common Stock or New Holding Company Common Stock, or any interest in any Company Common Stock or New Holding Company Common Stock; provided, however, that a merger or consolidation in which the Company or the New Holding Company is a constituent corporation shall not be deemed to be the transfer of any common stock beneficially owned by the Stilwell Group or a Stilwell Group Member.

(j)         The term “vote” means to vote in person or by proxy, or to give or authorize the giving of any consent as a stockholder on any matter.

15.        Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

16.        Duty to Execute. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.

17.        Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 6, unless earlier terminated by mutual written agreement of the parties.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned and is effective as of the day and year first above written.

STILWELL VALUE PARTNERS I, L.P.		PRUDENTIAL MUTUAL HOLDING COMPANY
			/s/ Thomas A. Vento
By:	STILWELL VALUE LLC General Partner	By:	Thomas A. Vento President and Chief Executive Officer
	/s/ Joseph Stilwell
By:	Joseph Stilwell Managing and Sole Member
STILWELL PARTNERS, L.P.		PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA
				/s/ Thomas A. Vento
By:	STILWELL VALUE LLC General Partner	By:		Thomas A. Vento President and Chief Executive Officer
	/s/ Joseph Stilwell
By:	Joseph Stilwell Managing and Sole Member
STILWELL VALUE LLC		PRUDENTIAL SAVINGS BANK
	/s/ Joseph Stilwell			/s/ Thomas A. Vento
By:	Joseph Stilwell Managing and Sole Member	By:		Thomas A. Vento President and Chief Executive Officer
JOSEPH STILWELL
/s/ Joseph Stilwell
Joseph Stilwell
JOHN STILWELL
/s/ John Stilwell
John Stilwell