SLADES FERRY BANCORP
10-Q, EX-10, 2000-08-14
STATE COMMERCIAL BANKS
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Exhibit 10.10

Slade's Ferry Bank

LIFE INSURANCE

ENDORSEMENT METHOD SPLIT DOLLAR PLAN

AGREEMENT

Owner:

Slade's Ferry Bank

Policy Number:

Mass Mutual 0036855      Southland Life 06 0009 3732

Insured:

Janice R. Partridge

Relationship of Insured to Bank:

Key Executive

The respective rights and obligations of the Bank (herein Owner) and the Insured (herein Insured) in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Agreement.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Owner for its use and for the use of the Insured all in accordance with the Agreement. The Owner alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Owner and the Insured mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Owner may have in such proceeds, as provided in this Agreement.

IV. PREMIUM PAYMENT METHOD

The Bank shall pay all premiums necessary to keep the policy in force.

V. TAXABLE BENEFIT

The Bank will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent, the amount of taxable benefit derived by the Insured.

VI. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:

A.

Should the Insured be employed by the Bank upon death, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to three times (3x's) the Insured's salary at the time of death.

B.

Should the Insured by retired from the Bank upon death, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to three time (3x's) the Insured's salary at the time of retirement from the Bank.

C.

Should the Insured leave the employment of the Bank (voluntarily or involuntarily) prior to retirement, early retirement, or medical retirement, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to five thousand and No/00ths ($5,000.00).

D.

The Bank shall be entitled to the remainder of proceeds.

E.

The Bank and the Insured (or assignee) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

 

VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

The Bank shall at all times be entitled to an amount equal to the policy's cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.

VIII. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of the following:

1.

The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit.

 

Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

IX. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title, or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.

X. AGREEMENT BINDING UPON THE PARTIES

This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives, and assigns.

XI. ERISA PROVISIONS

The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"):

A.

Named Fiduciary and Plan Administrator.

 

The "Plan Administrator" of this Endorsement Method Split Dollar Agreement shall be Slade's Ferry Bank's Senior Human Resources Officer until resignation or removal by the Board of Directors. As Administrator, the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan as established herein. The Administrator may delegate to others certain aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

B.

Funding Policy.

 

The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.

C.

Basis of Payment of Benefits.

 

Direct payment by the Owner is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in this Agreement.

D.

Claim Procedures.

 

Claim forms or claim information as to the subject policy can be obtained by contacting The Benefit Marketing Group, Inc.

 

In the event that a claim is not eligible under the policy, the Owner will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to Owner. All objections to the Owner's actions should be in writing and submitted to the office named above for transmittal to the Owner.

XII. GENDER

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine, or neuter gender, whenever they should so apply.

XIII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

The insurance company shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the insurance company for any and all liability.

XIV. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of Slade's Ferry Bancorp from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members, or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control. Upon a Change of Control, if the Insured's employment is subsequently terminated, except for cause, then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Agreement and, therefore, upon the death of the Insured, the Insured's beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Bank. [See Subparagraphs VI (A) & (B)].

XV. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in party, by the mutual written consent of the Insured and the Bank.

XVI. EFFECTIVE DATE

The Effective Date of this Agreement shall be April 27, 2000.

XVII. SEVERABILITY AND INTERPRETATION

If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XVIII. APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by the laws of the State of Massachusetts.

Executed in Somerset, Massachusetts this 27th day of April, 2000.

 

SLADE'S FERRY TRUST CO.
Somerset, Massachusetts

/s/ Charlene J. Jarest
Witness

By: /s/ James D. Carey

President
Title

/s/ Charlene J. Jarest
Witness

/s/ Janice R. Partridge
Insured

 

MassMutual
The Blue Chip Company (sm)
Massachusetts Mutual Life Insurance Company
Springfield, MA 01111-0001

Flexible Premium Life Insurance Policy

POLICY NUMBER

0 036 855

INSURED

JANICE R PARTRIDGE

SELECTED FACE AMOUNT

$ 177,868

Dear Policy Owner:

READ YOUR POLICY CAREFULLY. It has been written in readable language to help You understand its terms. We have used examples to explain some of its provisions. These examples do not reflect the actual amounts or status of this policy. As You read through this policy, remember the words "You" and "Your" refer to the Owner and "We", "Us" and "Our" refer to Massachusetts Mutual Life Insurance Company.

We will, subject to the terms of this policy, pay the death benefit to the Beneficiary when due proof of the Insured's death is received at Our Home Office. The terms of this policy are contained on this and the following pages, together with attached application(s).

For service or information on this policy, contact the agent who sold this policy, any of Our agency offices or Our Home Office.

YOU HAVE A RIGHT TO RETURN THIS POLICY. If you decide not to keep this policy, return it within 10 days after You receive it. This policy may be returned by delivering or mailing it to Our Home Office, to any of Our agency offices, or to the agent who sold this policy. Then, this policy will be as though it had never been issued. We will promptly refund any premium paid for this policy; minus any amounts borrowed or withdrawn.

Signed for Massachusetts Mutual Life Insurance Company.

Sincerely Yours,

/s/ R J O'Connell
President

/s/ Ann F. Lomeli
Secretary

This Policy provides that:

Insurance is payable when the Insured dies.
Within specified limits, flexible premiums may be paid during the Insured's lifetime.
Within specified limits, the Selected Face Amount may be decreased.
This policy is non-participating.

 

The Schedule Page

This page shows specific information about this policy and is referred to throughout the policy

Policy Number

0 036 855

Insured

JANICE R PARTRIDGE

Selected Face Amount

$ 177,868

Issue Date

April 27, 2000

Policy Date

April 27, 2000

Paid-Up Policy Date

April 27, 2052

Insured's Age On Policy Date

48 Female

Basic Policy Information


Plan

Selected
Face Amount

Minimum
Face Amount

Death
Benefit Option

Flexible Premium
Life Insurance Policy


$ 177,868

See Minimum Face
Amount Provision


2

Premium Information      As of April 27, 2000

First Premium                   $80,783,00

First Premium is 100% of premium paid.

Other Information

Monthly face amount charge is $0.00 for total amount of coverage provided under this policy, including any riders. See Monthly Charges in Part 3.

An administrative charge is deducted from the account value on each Monthly Calculation Date. It will not be more than $9.00 per month.

This is a Non-Tobacco policy.

This policy was issued on a Guaranteed Issue underwriting basis.

Owner and Beneficiary - See application attached to and made a part of this policy.

It is possible that coverage will expire prior to the paid up policy date where either no premiums are paid following payment of the initial premium or subsequent premiums are insufficient to continue coverage to such date.

POLICY COMPONENT ANALYSIS

Slades Ferry Trust Company
Somerset, MA
May 18, 2000

Opportunity Cost: 5%
Marginal Tax Rate: 36%

Janice R. Partridge
MassMutual

Age

End of
Year

Total
Premiums
Paid

Policy
Surrender
Values

Proceeds
At Death
(Net of
Split
Dollar
Pymnt)

Total
Insurance
Amount

Net
Amount
at Risk

Annualized
Tax
Equivalent
YIeld

Gross
Income
From
Policies

Policy
Loads

Policy
Surrender
Charges

Insurance
Costs

Total
Income
From
Policies

Insurance
Costs Per
$1,000 of
Face
Value

48

2000

$80,783

$  85,367

 

$274,028

$188,661

8.87%

$  4,807

 

 

($223)

$  4,584

($0.81)

49

2001

 

    89,943

 

  279,723

  189,780

8.38%

    5,079

 

 

($503)

    4,576

($1.80)

50

2002

 

    94,779

 

  286,233

  191,454

8.40%

    5,352

 

 

($516)

    4,836

($1.80)

51

2003

 

    99,893

 

  291,687

  191,794

8.43%

    5,639

 

 

($526)

    5,114

($1.80)

52

2004

 

  105,297

 

  299,044

  193,747

8.45%

    5,944

 

 

($539)

    5,404

($1.80)

53

2005

 

  111,012

 

  305,283

  194,271

8.48%

    6,265

 

 

($550)

    5,715

($1.80)

54

2006

 

  117,054

 

  312,535

  195,481

8.50%

    6,605

 

 

($563)

    6,042

($1.80)

55

2007

 

  123,444

 

  319,720

  196,276

8.53%

    6,965

 

 

($575)

    6,390

($1.80)

56

2008

 

  130,203

 

  326,810

  196,607

8.56%

    7,345

 

 

($586)

    6,759

($1.79)

57

2009

 

  137,351

 

  335,136

  197,785

8.58%

    7,747

 

 

($599)

    7,148

($1.79)

58

2010

 

  144,911

 

  343,440

  198,528

8.60%

    8,172

 

 

($612)

    7,560

($1.78)

59

2011

 

  152,910

 

  351,692

  198,783

8.62%

    8,622

 

 

($624)

    7,999

($1.77)

60

2012

 

  161,355

 

  359,822

  198,467

8.63%

    9,098

 

 

($653)

    8,445

($1.81)

61

2013

 

  170,251

 

  369,444

  199,194

8.61%

    9,601

 

 

($705)

    8,896

($1.91)

62

2014

 

  179,627

 

  377,217

  197,590

8.61%

  10,130

 

 

($754)

    9,376

($2.00)

63

2015

 

  189,508

 

  386,596

  197,088

8.59%

  10,688

 

 

($807)

    9,881

($2.09)

64

2016

 

  199,912

 

  397,826

  197,913

8.58%

  11,276

 

 

($871)

  10,404

($2.19)

65

2017

 

  210,877

 

  406,993

  196,116

8.57%

  11,895

 

 

($930)

  10,965

($2.29)

66

2018

 

  222,423

 

  418,155

  195,732

8.55%

  12,547

 

 

($1,001)

  11,546

($2.40)

67

2019

 

  234,581

 

  429,283

  194,702

8.54%

  13,234

 

 

($1,076)

  12,158

($2.51)

68

2020

 

  247,385

 

  440,345

  192,960

8.53%

  13,958

 

 

($1,153)

  12,804

($2.62)

69

2021

 

  260,856

 

  453,890

  193,034

8.51%

  14,719

 

 

($1,248)

  13,471

($2.75)

70

2022

 

  275,044

 

  464,825

  189,781

8.50%

  15,521

 

 

($1,333)

  14,188

($2.87)

71

2023

 

  289,965

 

  478,442

  188,477

8.48%

  16,365

 

 

($1,445)

  14,920

($3.02)

72

2024

 

  305,650

 

  492,096

  186,446

8.45%

  17,253

 

 

($1,568)

  15,685

($3.19)

73

2025

 

  322,125

 

  505,736

  183,611

8.42%

  18,186

 

 

($1,711)

  16,475

($3.38)

74

2026

 

  339,410

 

  519,298

  179,888

8.38%

  19,166

 

 

($1,881)

  17,286

($3.62)

75

2027

 

  357,439

 

  536,159

  178,720

8.30%

  20,195

 

 

($2,166)

  18,029

($4.04)

76

2028

 

  376,245

 

  554,113

  177,868

8.22%

  21,268

 

 

($2,462)

  18,805

($4.44)

77

2029

 

  395,778

 

  573,646

  177,868

8.11%

  22,387

 

 

($2,853)

  19,534

($4.97)

78

2030

 

  416,016

 

  593,884

  177,868

7.99%

  23,549

 

 

($3,311)

  20,238

($5.58)

79

2031

 

  436,927

 

  614,795

  177,868

7.85%

  24,753

 

 

($3,842)

  20,911

($6.25)

80

2032

 

  458,539

 

  636,407

  177,868

7.73%

  25,997

 

 

($4,384)

  21,613

($6.89)

81

2033

 

  480,757

 

  658,625

  177,868

7.57%

  27,283

 

 

($5,066)

  22,217

($7.69)

82

2034

 

 

$681,396

 

 

 

200,639

 

 

 

200,639

 

Benmark  Projected values are based primarily on current non-guaranteed elements and assumptions. (see Introduction Section for more details)

SOUTHLAND LIFE INSURANCE COMPANY
(A TEXAS CORPORATION)
5780 POWERS FERRY ROAD, N. W. ATLANTA, GEORGIA 30327-4390
MAILING ADDRESS
P. O. BOX 105006 ATLANTA, GEORGIA 30348-5006
A STOCK COMPANY - ESTABLISHED 1908
Janice R Partridge

06 009 3732            $177,868

Agreement by Southland Life Insurance Company

Southland Life Insurance Company will pay the benefits described in this Policy in accord with the terms of this Policy.

Consideration for Issuing This Policy

This Policy is issued in consideration of:

1.    the application; and

2.    payment of at least the Minimum Initial Premium.

Please Read Your Policy Carefully

This Policy is a legal Policy between you as Owner of the Policy and the Company.

10 Day Right to Examine This Policy

You have the right to examine and return this Policy. You may return it by mail or other delivery to the agent who sold it to you or to our Home Office within 10 days after you receive it. It will then be void from the beginning. Upon return of the Policy, we will refund all premiums paid.

This Policy is signed for Southland Life Insurance Company by

/s/ Stephen M. Christopher

/s/ B. Scott Burton

Stephen M. Christopher
President

B. Scott Burton
Secretary

FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE POLICY

Death Benefit Proceeds Payable at Insured's Death

Flexible Premiums Payable until Attained Age 100

This Policy is Nonparticipating and is not Eligible for Dividends

SCHEDULE

POLICY NUMBER

06 009 3732

INSURED

Janice R Partridge

AGE

48

SEX

Female

RATING CLASS

Select Business NT

RATING FACTOR

1.25

FACE AMOUNT

$177,868

MINIMUM FACE AMOUNT

$50,000

POLICY DATE

April 27, 2000

MONTHLY PROCESSING DATE

27th

DEATH BENEFIT TYPE

B

PREMIUM PAYMENT FREQUENCY AT ISSUE

Single Premium

FIRST PREMIUM

$76,157.00

MINIMUM INITIAL PREMIUM

$80.04

PLANNED PERIODIC PREMIUM

 

GUARANTEED MINIMUM INTEREST RATE

3.50%

LOAN INTEREST RATE

5.50%

REDUCED LOAN INTEREST RATE

4.00%

BENEFICIARY NAME

See Application

BENEFICIARY RELATIONSHIP

 

OWNER

Slades Ferry Trust Co.

PLANNED PERIODIC PREMIUM AT ISSUE ON AVAILABLE

PAYMENT FREQUENCIES

Annual

$76,157.00

Quarterly

$19,039.25

Semi-Annual

$38,078.50

Special Monthly

$6,346.42

IT IS POSSIBLE THAT COVERAGE WILL TERMINATE PRIOR TO AGE 100 IF NO PREMIUMS ARE PAID FOLLOWING PAYMENT OF THE FIRST PREMIUM OR IF THE PLANNED PREMIUMS ARE INSUFFICIENT. BASED ON YOUR POLICY'S GUARANTEED MAXIMUM COST, GUARANTEED MINIMUM INTEREST RATE AND YOUR PAYMENT OF PLANNED PREMIUMS, THE POLICY WILL TERMINATE ON 11/01/2004 WITH NO VALUE.

POLICY COMPONENT ANALYSIS

Slades Ferry Trust Company
Somerset, MA
May 18, 2000

Opportunity Cost: 5%
Marginal Tax Rate: 36%

Janice R. Partridge
Southland Life

Age

End of
Year

Total
Premiums
Paid

Policy
Surrender
Values

Proceeds
At Death
(Net of
Split
Dollar
Pymnt)

Total
Insurance
Amount

Net
Amount
at Risk

Annualized
Tax
Equivalent
YIeld

Gross
Income
From
Policies

Policy
Loads

Policy
Surrender
Charges

Insurance
Costs

Total
Income
From
Policies

Insurance
Costs Per
$1,000 of
Face
Value

48

2000

$76,157

$  80,377

 

$260,473

$180,096

8.66%

$  4,341

 

 

($121)

$  4,220

($0.46)

49

2001

 

    84,693

 

  265,985

  181,292

8.39%

    4,581

 

 

($265)

    4,316

($1.00)

50

2002

 

    89,109

 

  271,265

  182,156

8.15%

    4,828

 

 

($412)

    4,416

($1.52)

51

2003

 

    93,782

 

  276,785

  183,003

8.19%

    5,079

 

 

($406)

    4,673

($1.47)

52

2004

 

    98,729

 

  282,560

  183,831

8.24%

    5,346

 

 

($399)

    4,947

($1.41)

53

2005

 

  103,965

 

  288,615

  184,650

8.29%

    5,628

 

 

($392)

    5,236

($1.36)

54

2006

 

  109,508

 

  294,950

  185,442

8.33%

    5,926

 

 

($383)

    5,543

($1.30)

55

2007

 

  115,375

 

  301,575

  186,200

8.37%

    6,242

 

 

($375)

    5,867

($1.24)

56

2008

 

  121,527

 

  308,341

  186,814

8.33%

    6,576

 

 

($424)

    6,152

($1.38)

57

2009

 

  127,967

 

  315,209

  187,242

8.28%

    6,927

 

 

($487)

    6,440

($1.55)

58

2010

 

  134,706

 

  322,158

  187,452

8.23%

    7,294

 

 

($555)

    6,739

($1.72)

59

2011

 

  141,754

 

  329,179

  187,425

8.18%

    7,678

 

 

($630)

    7,048

($1.91)

60

2012

 

  149,138

 

  336,324

  187,186

8.14%

    8,080

 

 

($696)

    7,384

($2.07)

61

2013

 

  156,820

 

  343,496

  186,676

8.05%

    8,501

 

 

($819)

    7,682

($2.38)

62

2014

 

  164,854

 

  350,830

  185,976

8.00%

    8,939

 

 

($905)

    8,034

($2.58)

63

2015

 

  173,302

 

  358,481

  185,179

8.01%

    9,397

 

 

($949)

    8,448

($2.65)

64

2016

 

  182,186

 

  366,496

  184,310

8.01%

    9,878

 

 

($994)

    8,884

($2.71)

65

2017

 

  191,530

 

  374,894

  183,364

8.01%

  10,385

 

 

($1,041)

    9,344

($2.78)

66

2018

 

  201,357

 

  383,683

  182,326

8.02%

  10,917

 

 

($1,090)

    9,827

($2.84)

67

2019

 

  211,694

 

  392,850

  181,156

8.02%

  11,477

 

 

($1,140)

  10,337

($2.90)

68

2020

 

  222,644

 

  402,512

  179,868

8.08%

  12,067

 

 

($1,117)

  10,950

($2.77)

69

2021

 

  234,123

 

  412,461

  178,338

8.06%

  12,691

 

 

($1,212)

  11,479

($2.94)

70

2022

 

  246,156

 

  424,024

  177,868

8.03%

  13,345

 

 

($1,312)

  12,033

($3.09)

71

2023

 

  258,754

 

  436,622

  177,868

8.00%

  14,031

 

 

($1,433)

  12,598

($3.28)

72

2024

 

  271,934

 

  449,802

  177,868

7.96%

  14,749

 

 

($1,569)

  13,180

($3.49)

73

2025

 

  285,700

 

  463,568

  177,868

7.91%

  15,500

 

 

($1,734)

  13,766

($3.74)

74

2026

 

  300,065

 

  477,933

  177,868

7.86%

  16,285

 

 

($1,920)

  14,365

($4.02)

75

2027

 

  315,024

 

  492,892

  177,868

7.79%

  17,104

 

 

($2,145)

  14,959

($4.35)

76

2028

 

  330,577

 

  508,445

  177,868

7.71%

  17,956

 

 

($2,403)

  15,553

($4.73)

77

2029

 

  346,682

 

  524,550

  177,868

7.61%

  18,843

 

 

($2,738)

  16,105

($5.22)

78

2030

 

  363,310

 

  541,178

  177,868

7.49%

  19,761

 

 

($3,133)

  16,628

($5.79)

79

2031

 

  380,387

 

  558,255

  177,868

7.34%

  20,709

 

 

($3,632)

  17,077

($6.51)

80

2032

 

  398,177

 

  576,045

  177,868

7.31%

  21,682

 

 

($3,892)

  17,790

($6.76)

81

2033

 

  416,481

 

  594,349

  177,868

7.18%

  22,696

 

 

($4,392)

  18,304

($7.39)

82

2034

 

 

$613,193

 

 

 

196,712

 

 

 

196,712

 



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