SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D/A
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(Rule
13d-101)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
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TO
RULE 13d-2(a)
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(Amendment No. 4)*
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Prudential
Bancorp, Inc. of Pennsylvania
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(Name
of Issuer)
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Common
Stock, par value $0.01 per share
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(Title
of Class of Securities)
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744319
10 4
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(CUSIP
Number)
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Thomas
A. Vento
President
and Chief Executive Officer
Prudential
Mutual Holding Company
1834
Oregon Avenue
Philadelphia,
Pennsylvania 19145
(215)
755-1500
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Copies
to:
Philip
R. Bevan, Esq.
Eric
M. Marion, Esq.
Elias,
Matz, Tiernan & Herrick L.L.P.
734
15th Street, N.W., 11th
Floor
Washington,
D.C. 20005
(202)
347-0300
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(Name,
Address, Telephone Number of Person Authorized to Receive Notices and
Communications)
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March
2, 2010
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(Date
of Event which Requires Filing of this Statement)
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CUSIP No. 744319 10 4 | 13D/A | Page 2 of 6 Pages |
1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prudential
Mutual Holding Company (EIN No.
81-0666787)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [
]
(b) [
]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
00
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
N/A
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[
]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
7,378,062
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
7,378,062
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,378,062
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [
]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.5%
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14
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TYPE
OF REPORTING PERSON
HC
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CUSIP No. 744319 10 4 | 13D/A | Page 3 of 6 Pages |
CUSIP No. 744319 10 4 | 13D/A | Page 4 of 6 Pages |
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No.
of Shares
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Percentage
of Outstanding
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Name |
Beneficially
Owned
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Common
Stock
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Jerome
R. Balka, Esq.
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30,530(1)(8)
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*
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A.
J. Fanelli
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19,060(2)(8)
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*
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John
C. Hosier
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8,654(3)(9)
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*
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Francis
V. Mulcahy
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18,960(8)
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*
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Joseph
W. Packer, Jr
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39,683(4)(9)
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*
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Thomas
A. Vento
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98,213(5)(9)
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1.0
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Joseph
R. Corrato
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42,365(6)(7)
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*
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David
H. Krauter
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26,467(7)
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*
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Jack
E. Rothkopf
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13,264(8)
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*
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(1)
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Includes
5,000 shares held in Mr. Balka's individual retirement account and 70
shares held by the estate of Helen Klara for whom Mr. Balka is guardian.
Also includes 5,000 shares held by the Balka Grandchildren Trust and 500
shares held by the Danielle Thomas Revocable Trust, over which Mr. Balka
disclaims beneficial ownership.
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(2)
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Includes
2,000 shares held jointly with Mr. Fanelli's
spouse.
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(3)
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Includes
3,000 shares held in Mr. Hosier's account in his 401(k)
Plan.
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(4)
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Includes
10,000 shares held by Mr. Packer's
spouse.
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(5)
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Includes
5,609 shares held jointly with Mr. Vento's spouse, 27,469 shares held in
Mr. Vento's account in Prudential Savings Bank's 401(k) Plan and 6,521
shares allocated to Mr. Vento's account in the Prudential Savings Bank
Employee Stock Ownership Plan.
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(6)
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Includes
81 shares held by Mr. Corrato as custodian for his son and 3,374 shares
held in Mr. Corrato's account in Prudential Savings Bank's 401(k) Plan and
5,246 shares allocated to Mr. Corrato's account in the Prudential Savings
Bank Employee Stock Ownership Plan.
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(7)
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Includes
1,875 shares held jointly with Mr. Krauter's spouse, 2,078 shares held in
Mr. Krauter's account in Prudential Savings Bank's 401(k) Plan and 3,730
shares allocated to Mr. Krauter's account in the Prudential Savings Bank
Employee Stock Ownership Plan.
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(8)
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Includes
1,397 shares allocated to Mr. Rothkopf's account in the Prudential Savings
Bank Employee Stock Ownership
Plan.
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CUSIP No. 744319 10 4 | 13D/A | Page 5 of 6 Pages |
(9)
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Includes
shares over which the directors and executive officers have voting power
which have been granted pursuant to the 2008 Recognition and Retention
Plan ("RRP") and are held in the associated trust and stock options which
have been granted under the 2008 Stock Option Plan and which are
exercisable within 60 days of December 2, 2009, as
follows:
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Name
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RRP
Trust
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Stock
Options
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Jerome R. Balka, Esq.
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9,045
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5,653
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A. J. Fanelli
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9,045
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5,653
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John C. Hosier
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5,654
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--
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Francis V. Mulcahy
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9,045
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5,653
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Joseph W. Packer, Jr.
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9,045
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5,653
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Thomas A. Vento.
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36,000
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22,614
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Joseph R. Corrato
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19,200
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11,307
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David H. Krauter
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12,000
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6,784
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Jack E. Rothkopf
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6,800
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3,957
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Name
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Date
of Transaction
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Description
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Shares
of Common Stock
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Price
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MHC
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January
4, 2010
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Purchase
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700
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$9.500
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Joseph
R. Corrato
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January
5, 2010
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Withholding(1)
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1,800
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$9.530
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John
C. Hosier
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January
5, 2010
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Award(2)
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5,654
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$0.000
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David
H. Krauter
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January
5, 2010
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Withholding(1)
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1,125
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$9.530
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Jack
E. Rothkopf
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January
5, 2010
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Withholding(1)
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584
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$9.530
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Thomas
A. Vento
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January
5, 2010
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Withholding(1)
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3,391
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$9.530
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MHC
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January
6, 2010
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Purchase
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600
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$9.500
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MHC
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January
12, 2010
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Purchase
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900
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$9.565
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MHC
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January
13, 2010
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Purchase
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400
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$9.350
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MHC
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January
14, 2010
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Purchase
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900
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$9.750
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MHC
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January
15, 2010
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Purchase
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900
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$9.685
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MHC
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January
19 2010
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Purchase
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400
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$9.500
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MHC
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January
20, 2010
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Purchase
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600
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$9.310
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MHC
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January
21, 2010
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Purchase
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600
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$9.159
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MHC
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January
22, 2010
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Purchase
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100
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$8.900
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MHC
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January
25, 2010
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Purchase
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700
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$8.981
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MHC
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January
26, 2010
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Purchase
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700
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$9.275
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MHC
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February
1, 2010
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Purchase
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800
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$8.954
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MHC
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February
2, 2010
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Purchase
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200
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$9.200
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MHC
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February
9, 2010
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Purchase
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300
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$9.100
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MHC
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February
10, 2010
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Purchase
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25,000
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$9.340
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MHC
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February
16, 2010
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Purchase
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7,400
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$9.050
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Joseph
W. Packer, Jr.
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February
16, 2010
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Purchase
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400
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$9.541
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(1)
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Disposition
solely to meet tax obligations for distribution from the 2008 Recognition
and Retention plan.
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(2)
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Represents
the grant of shares pursuant to the 2008 Recognition and Retention Plan
that vest 20% per year commencing on January 5,
2011.
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CUSIP No. 744319 10 4 | 13D/A | Page 6 of 6 Pages |
PRUDENTIAL MUTUAL HOLDING COMPANY | |||
Date: March 3, 2010 | By: | /s/Joseph R. Corrato | |
Joseph R. Corrato | |||
Executive Vice President and Chief Financial Officer |