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Published on 5/23/2008 in the Prospect News Special Situations Daily.

Stilwell pushes for John Judge to be removed from Prudential Bancorp board

By Jennifer Chiou

New York, May 23 - Stilwell Value Partners I, LP voluntarily discontinued its pending lawsuit against Prudential Bancorp, Inc. of Pennsylvania because it has determined that it would be more effective and appropriate to pursue Prudential's directors on a personal basis, according to a schedule 13D filed with the Securities and Exchange Commission.

With that, according to the filing, Stilwell is seeking the removal of John Judge from Prudential's board due to his alleged infirmity to hold the directors personally liable for costs incurred in defending the lawsuit and to stop the directors from attempting to self-adopt stock benefit plans against the wishes of the public shareholders.

According to the filing, Judge, who is at least 87 years old, allegedly suffers from very labile hypertension and may also allegedly be suffering from senile dementia likely caused by the hypertension.

On Feb. 11, Stilwell Value said that it wanted Joseph Stilwell to bring his "broad experience" and "fresh perspective" to the board of directors of Prudential Bancorp.

In a May 14 letter, Stilwell Value said it demanded that Prudential's board 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.

The investors claimed in the filing that holders of an average of 77% of the voting public shares of Prudential Bancorp withheld their votes in the election of directors at the company's 2008 annual meeting.

Not including shares held in Prudential Bancorp's Employee Stock Ownership Plan, holders of an average of 88% of the voting public shares withheld their votes, a previous filing stated.

As already reported, in December, Stilwell filed proxy materials for the solicitation of proxies to withhold votes on the election of Prudential Bancorp's directors at the 2008 annual meeting.

Almost one year ago in an SEC filing, Stilwell reported that holders of 75% of Prudential Bancorp's voting shares withheld from voting at the prior annual meeting.

At that time, the investors wanted the company to include public shareholders who own a "substantial number" of Prudential Bancorp shares to be on the board.

It was previously reported that Joseph Stilwell has attempted to become a member of Prudential Bancorp's board since 2005.

The investors beneficially own 1,113,100 shares, or 9.8%, of the company's outstanding stock.

Prudential Bancorp is a Philadelphia-based holding company for Prudential Savings Bank, which operates six full-service branches in the Philadelphia area.


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