EMPLOYMENT AGREEMENT

Exhibit 10.2

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 Joseph R.

Corrato (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

(ii) if the Executive's employment is terminated for any other

reason, the date on which a Notice of Termination is given or as

specified in such Notice.

(h) Disability. Termination by the Employer of the

Executive's employment based on "Disability" shall mean

termination because of any physical or mental impairment which

qualifies the Executive for disability benefits under the

applicable long-term disability plan maintained by the Employer

or any subsidiary or, if no such plan applies, which would

qualify the Executive for disability benefits under the Federal

Social Security System.

(i) Good Reason. Termination by the Executive of the

Executive's employment for "Good Reason" shall mean termination

by the Executive within twelve (12) months following a Change in

Control of the Corporation based on:

(i) Without the Executive's express written consent,

the failure to elect or to re-elect or to appoint

or to re-appoint the Executive to the office of

Executive Vice President and Chief Financial

Officer of the Employer or a material adverse

change made by the Employer in the Executive's

functions, duties or responsibilities as Executive

Vice President and Chief Financial Officer of the

Employer;

(ii) Without the Executive's express written consent, a

reduction by the Employer in the Executive's Base

Salary as the same may be increased from time to

time or, except to the extent permitted by Section

3(b) hereof, a reduction in the package of fringe

benefits provided to the Executive, taken as a

whole;

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(iii) The principal executive office of the

Employer is relocated more than 20 miles from the

Employer's current main office location in

Philadelphia, Pennsylvania, or, without the

Executive's express written consent, the Employer

requires the Executive to be based anywhere other

than an area in which the Employer's principal

executive office is located, except for required

travel on business of the Employer to an extent

substantially consistent with the Executive's

present business travel obligations;

(iv) Any purported termination of the Executive's

employment for Disability or Retirement which is

not effected pursuant to a Notice of Termination

satisfying the requirements of paragraph (l)

below; or

(v) The failure by the Employer to obtain the

assumption of and agreement to perform this

Agreement by any successor as contemplated in

Section 9 hereof.

(j) IRS. "IRS" shall mean the Internal Revenue Service.

(k) MHC. "MHC" shall mean Prudential Mutual Holding

Company, the parent mutual holding company for the Corporation

and the Bank.

(l) Notice of Termination. Any purported termination of

the Executive's employment by the Employer for any reason,

including without limitation for Cause, Disability or Retirement,

or by the Executive for any reason, including without limitation

for Good Reason, shall be communicated by written "Notice of

Termination" to the other party hereto. For purposes of this

Agreement, a "Notice of Termination" shall mean a dated notice

which (i) indicates the specific termination provision in this

Agreement relied upon, (ii) sets forth in reasonable detail the

facts and circumstances claimed to provide a basis for

termination of the Executive's employment under the provision so

indicated, (iii) specifies a Date of Termination, which shall be

not less than thirty (30) nor more than ninety (90) days after

such Notice of Termination is given, except in the case of the

Employer's termination of the Executive's employment for Cause,

which shall be effective immediately; and (iv) is given in the

manner specified in Section 10 hereof.

(m) Retirement. "Retirement" shall mean voluntary

termination by the Executive in accordance with the Employer's

retirement policies, including early retirement, generally

applicable to the Employer's salaried employees.

2. Term of Employment.

(a) The Employer hereby employs the Executive as Executive

Vice President and Chief Financial Officer and the Executive

hereby accepts said employment and agrees to render such services

to the Employer on the terms and conditions set forth in this

Agreement. Subject to the terms hereof, this Agreement shall

terminate two (2) years after the date first above written.

Beginning on the day which is one year subsequent to the date

first above written, and on each annual anniversary thereafter,

the term of this Agreement shall be extended for a period of one

additional year provided that the Employer has not given notice

to the Executive in writing at least

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30 days prior to such day that the term of this Agreement shall

not be extended further and/or the Executive has not given notice

to the Employer of his election not to extend the term at least

thirty (30) days prior to any such anniversary date. If any party

gives timely notice that the term will not be extended as of any

such annual anniversary date, then this Agreement shall terminate

at the conclusion of its remaining term. References herein to the

term of this Agreement shall refer both to the initial term and

successive terms.

(b) During the term of this Agreement, the Executive shall

perform such executive services for the Employer as is consistent

with his title of Executive Vice President and Chief Financial

Officer and from time to time assigned to him by the Employer's

Board of Directors.

3. Compensation and Benefits.

(a) The Employer shall compensate and pay the Executive for

his services during the term of this Agreement at a minimum base

salary of $130,000 per year ("Base Salary"), which may be

increased from time to time in such amounts as may be determined

by the Board of Directors of the Employer and may not be

decreased without the Executive's express written consent. In

addition to his Base Salary, the Executive shall be entitled to

receive during the term of this Agreement such bonus payments as

may be determined by the Board of Directors of the Employer.

(b) During the term of this Agreement, t