EMPLOYMENT AGREEMENT







     EMPLOYMENT AGREEMENT, dated as of March 29, 2005, between

Prudential Savings Bank, a Pennsylvania-chartered, stock-form

savings bank (the "Bank" or the "Employer"), and Thomas A. Vento

(the "Executive").





                           WITNESSETH



     WHEREAS, the Executive is presently an officer of the Bank;



     WHEREAS, the Employer desires to be ensured of the

Executive's continued active participation in the business of the

Employer; and



     WHEREAS, in order to induce the Executive to remain in the

employ of the Employer and in consideration of the Executive's

agreeing to remain in the employ of the Employer, the parties

desire to specify the severance benefits which shall be due the

Executive in the event that his employment with the Employer is

terminated under specified circumstances.



     NOW THEREFORE, in consideration of the premises and the

mutual agreements herein contained, the parties hereby agree as

follows:



     1.   Definitions.  The following words and terms shall have

the meanings set forth below for the purposes of this Agreement:



     (a)  Average Annual Compensation.  The Executive's "Average

Annual Compensation" for purposes of this Agreement shall be

deemed to mean the average amount of Base Salary and cash bonus

received by the Executive from the Employer or any subsidiary

thereof (excluding any deferred amounts) during the most recent

five calendar years preceding the Date of Termination (or such

shorter period as the Executive was employed).



     (b)  Base Salary.  "Base Salary" shall have the meaning set

forth in Section 3(a) hereof.



     (c)  Cause. Termination of the Executive's employment for

"Cause" shall mean termination because of personal dishonesty,

incompetence, willful misconduct, breach of fiduciary duty

involving personal profit, intentional failure to perform stated

duties, willful violation of any law, rule or regulation (other

than traffic violations or similar offenses) or final cease-and-

desist order, willful conduct which is materially detrimental

(monetarily or otherwise) to the Employer or material breach of

any provision of this Agreement.



     (d)  Change in Control of the Corporation.  "Change in

Control of the Corporation" shall mean the occurrence of any of

the following:  (i) an event that would be required to be

reported by, or with respect to, the Corporation in response to

Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation

14A pursuant to the Securities Exchange Act of 1934, as amended

("Exchange Act"), or any successor thereto, whether or not any

class of securities of the







Corporation is registered under the Exchange Act; (ii) any "person"

(as such term is used in Sections 13(d) and 14(d) of the Exchange Act)

other than the MHC is or becomes the "beneficial owner" (as defined

in Rule 13d-under the Exchange Act), directly or indirectly, of

securities of the Corporation representing 20% or more of the combined

voting power of the Corporation's then outstanding securities; or

(iii) during any period of three consecutive years, individuals who

at the beginning of such period constitute the Board of Directors of

the Corporation cease for any reason to constitute at least a

majority thereof unless the election, or the nomination for

election by stockholders, of each new director was approved by a

vote of at least two-thirds of the directors then still in office

who were directors at the beginning of the period; provided,

however, that no Change in Control of the Corporation shall be

deemed to have occurred solely because the MHC undertakes a

"second-step" mutual to stock conversion.



     (e)  Code.  "Code" shall mean the Internal Revenue Code of

1986, as amended.



     (f)  Corporation.  "Corporation" shall mean Prudential

Bancorp, Inc. of Pennsylvania, the "mid-tier" holding company for

the Bank, or any successor thereto.



     (g)  Date of Termination.  "Date of Termination" shall mean

(i) if the Executive's employment is terminated for Cause or for

Disability, the date specified in the Notice of Termination, and

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