ex10-6.htm


    Exhibit
10.6

    


    


    


    


    


    


    


    


    


    RESTATED

    LACLEDE
GAS COMPANY

    SUPPLEMENTAL RETIREMENT BENEFIT PLAN

    


    EFFECTIVE
August 25, 1977

    


    with
amendments as of July 1, 1984, as of January 1, 1988,

    as
of November 1, 1988, as of October 1, 1989, July 25, 1991, and amended and
restated as of 

    January
1, 2005

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    As
of January 1, 2005

    



    
      
         


      

      
        
        

         


      

      
         


      

    


    
      
        
          	
                  TABLE
      OF CONTENTS

                
	 
      	 
      	 
      	
                  Pages

                
	
                  1.

                	
                  General

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  1.1

                	
                  Purpose

                	
                  1

                
	 
      	
                  1.2

                	
                  Benefit
      Limitations

                	
                  2

                
	 
      	
                  1.3

                	
                  Effective
      Date

                	
                  2

                
	 
      	
                  1.4

                	
                  Exclusion
      of Deferred Compensation Under the

                	 
      
	 
      	 
      	
                  Laclede
      Gas Company Incentive Compensation Plan

                	
                  2

                
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  Administration
      by Retirement Board

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  2.1

                	
                  Board

                	
                  3

                
	 
      	 
      	 
      	 
      
	
                  3.

                	
                  Eligibility

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  3.1

                	
                  Persons
      Eligible to Receive Benefits

                	
                  3

                
	 
      	
                  3.2

                	
                  Participant

                	
                  4

                
	 
      	
                  3.3

                	
                  Beneficiary

                	
                  4

                
	 
      	 
      	 
      	 
      
	
                  4.

                	
                  Supplemental
      Benefit

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  4.1.1

                	
                  Amount
      of Supplemental Benefit

                	
                  4

                
	 
      	
                  4.1.2

                	
                  Amount
      of Alternative Supplemental Benefit

                	
                  6

                
	 
      	
                  4.2

                	
                  Payment
      of Supplemental Benefit or

                	 
      
	 
      	 
      	
                  Alternative
      Supplemental Benefit

                	
                  8

                
	 
      	
                  4.3

                	
                  Obligation
      of the Company

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  5.

                	
                  Amendment
      or Termination

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  5.1

                	
                  Amendment
      to Conform with Law

                	
                  9

                
	 
      	
                  5.2

                	
                  Other
      Amendments and Termination

                	
                  10

                
	 
      	
                  5.3

                	
                  Form
      of Amendment or Termination

                	
                  10

                
	 
      	
                  5.4

                	
                  Notice
      of Amendment or Termination

                	
                  10

                
	 
      	 
      	 
      	 
      
	
                  6.

                	
                  Miscellaneous

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  6.1

                	
                  No
      Guarantee of Employment, etc.

                	
                  11

                
	 
      	
                  6.2

                	
                  Merger,
      Consolidation, etc.

                	
                  11

                
	 
      	
                  6.3

                	
                  Inalienability

                	
                  11

                
	 
      	
                  6.4

                	
                  Incompetency

                	
                  11

                
	 
      	
                  6.5

                	
                  No
      Requirement to Fund

                	
                  12

                
	 
      	
                  6.6

                	
                  Controlling
      Law

                	
                  12

                
	 
      	
                  6.7

                	
                  Severability

                	
                  12

                
	 
      	
                  6.8

                	
                  Limitations
      on Provision

                	
                  12

                
	 
      	
                  6.9

                	
                  Gender
      and Number

                	
                  12

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    LACLEDE
GAS COMPANY

    SUPPLEMENTAL RETIREMENT BENEFIT PLAN

    


    ARTICLE
1

    


    General

    


    1.1           Purpose.  It
is the intention of Laclede Gas Company (the "Company") to maintain appropriate
levels of retirement benefits for individuals who are entitled to benefits under
the Employees' Retirement Plan of Laclede Gas Company (the "Retirement
Plan").  Accordingly, the Retirement Board as authorized by the Board
of Directors of Laclede Gas Company, acting on behalf of the Company,
established the Laclede Gas Company Supplemental Retirement Benefit Plan (the
"Supplemental Plan").  The Supplemental Plan is intended to provide
benefits to or on behalf of an eligible person, which includes:  (i)
any officer of the Company; or (ii) any Company employee with a salary level of
9 or higher (now known as salary grade 15 or higher); whose employment with the
Company ceases at a time when such person or his spouse or beneficiary is
entitled (or has become entitled) to an immediate or future benefit under the
Retirement Plan.  Such benefits are to be provided in such a manner as
to maintain the level of total retirement benefits which would otherwise be
payable under the Retirement Plan, but for:  (a) the limitations on
benefits imposed by the Internal Revenue Code, as said Code may be amended from
time to time (the "Internal Revenue Code"); (b) subject to Section 1.3 below,
the exclusion of deferred compensation from normal compensation under the
Retirement Plan; and (c) the amendment of the pension computation formula,
effective October 1, 1989.  This Supplemental Plan shall also
provide an alternative benefit with respect to officers of the Company that, as
the result of action by the Board of Directors of the Company, continue in
employment beyond age 70; such alternative benefit to be provided in a manner
that will protect the values of benefits that would have been paid upon
retirement at age 70.  The Supplemental Plan shall maintain the total
retirement benefit levels 

     

     

    
      
        
        

      

      
        1

        
        

      

      
        
        

      

    

     

     

    described
above by means of supplemental payments made by the Company to the individuals
eligible for such payments as more fully described in Articles 3 and
4.  All references herein to the “Plan” or “Supplemental Plan” shall
mean this Supplemental Plan, unless otherwise specified.

    1.2           Benefit
Limitations.  As a result of the adoption of Section 409A of
the Internal Revenue Code, the Company amended and restated this Supplemental
Plan effective as of January 1, 2005.  Notwithstanding anything to the
contrary in this Supplemental Plan, pursuant to Final Treasury Regulation
Section 1.409A-6(a)(3)(i), the Supplemental Benefit payable under this Plan
shall be limited to the benefits, to which Participants or Beneficiaries would
have been entitled under this Plan if such individuals voluntarily terminated
employment without cause on December 31, 2004, received payment of the benefits
available from this Supplemental Plan on the earliest possible date allowed
under this Supplemental Plan following a termination of service, and received
the benefit in the form available to the Participant or Beneficiary on December
31, 2004 with the maximum value (the “Grandfathered
Benefit”).  Simultaneously, the Company adopted Supplemental Plan II,
which governs all other benefits accruing on or after January 1, 2005 and is
subject to Section 409A of the Internal Revenue Code.

    1.3           Effective Date.  This
Supplemental Plan is effective as of August 25, 1977 and governs Grandfathered
Benefits vested and accrued through December 31, 2004.

    1.4           Exclusion of Deferred
Compensation Under the Laclede Gas Company Incentive Compensation
Plan.  Notwithstanding anything to the contrary contained
elsewhere in this Supplemental Plan, deferred compensation under the Laclede Gas
Company Incentive Compensation Plan shall not be included in determining the
benefits to be paid under this Supplemental Plan.


    
      
         


      

      
        2

         


      

      
         


      

    


    


    ARTICLE
2

    Administration by Retirement Board

    2.1           Board.  The
Retirement Board (the "Board") which is responsible for the administration of
the Retirement Plan, will administer the Supplemental Plan.  The Board
shall have the same responsibility and authority with respect to this
Supplemental Plan as it possesses with respect to the Retirement
Plan.  It shall also proceed with respect to this Supplemental Plan in
a manner consistent with the manner in which it proceeds with respect to the
Retirement Plan.  At least once each year, the Board shall make a full
report to the Board of Directors of the Company of the operation of this
Supplemental Plan and the Board's administration thereof.

    ARTICLE
3

    Eligibility

    3.1           Persons Eligible to Receive Benefits.  Every
individual who had a vested and accrued benefit under the terms of the
Retirement Plan on or before December 31, 2004 either as a Participant or as a
Beneficiary of such a Participant, as those terms are defined in Sections 3.2
and 3.3 below:

    (a) whose benefit pursuant to the
Retirement Plan is reduced by reason of:  (1) the application of the
limitations imposed by the Internal Revenue Code; (2) subject to the provisions
of Section 1.3 hereof excluding deferred compensation under the Laclede Gas
Company Incentive Compensation Plan, by the exclusion of deferred compensation
from normal compensation; and/or (3) the application of the amendment of the
pension computation formula effective October 1, 1989; shall be eligible to
receive an amount (the "Supplemental Benefit") under the Supplemental Plan as
described in Section 4.1.1; or

     

     

    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    

     

    (b) with respect to a Participant (and
the Beneficiary of such Participant) who is an officer of the Company that, as a
result of action by the Board of Directors of the Company, continues in
employment beyond age 70, such a Participant (or Beneficiary) shall be eligible
to receive, in lieu of the Supplemental Benefit described in Section 3.1(a)
above, an amount (the "Alternative Supplemental Benefit") under the Supplemental
Plan as described in Section 4.1.2.

    3.2           Participant.  Every
individual described in Section 3.1 above, which
includes:  (i) any officer of the Company; or (ii) any Company
employee having a salary level of 9, or higher (now known as salary grade level
14 or higher); who has a vested and accrued benefit under the Retirement Plan on
or before December 31, 2004 and is eligible to receive benefits under this
Supplemental Plan by reason of active service with the Company shall be known as
a "Participant."

    3.3           Beneficiary.  Every
individual described in Section 3.1 above who is eligible to receive benefits
under the Supplemental Plan by reason of a Participant’s active service with the
Company shall be known as a "Beneficiary."  The term "Beneficiary"
shall include spouses, heirs-at-law, legal representatives, and every other
person to whom benefits may be distributed, as determined under the Retirement
Plan.

    ARTICLE
4

    Supplemental Benefit

    4.1.1       Amount of Supplemental Benefit.  Subject
to the limitations in Section 1.2 of this Supplemental Plan, the amount of
Supplemental Benefit which a Participant or Beneficiary, other than a
Participant described in Section 3.1(b) or the Beneficiary of such a
Participant, shall be entitled to receive hereunder shall be equal to the excess
of (a) over (b).

    (a)  The benefit the
Participant or Beneficiary would have been entitled to receive under any
provision of the Retirement Plan and in accordance with any option which is then


     

     

    
      
        
        

      

      
        4

        
        

      

      
        
        

      

    

     

    operative
under the terms of Sections 4.1, 4.3 or 5.5 of such Plan, if such benefit were
computed:  (i) without giving effect to the limitations imposed by the
Internal Revenue Code, or its successor, and the regulations and rulings
thereunder or the terms of the Retirement Plan implementing those limitations;
(ii) by including, except for deferred compensation under the Laclede Gas
Company Incentive Compensation Plan, all other then deferred compensation
amounts in normal compensation; and (iii) by utilizing, for purposes of
computing the "Accrued Benefit" for the Participant under the Retirement Plan as
of the date of retirement, the greater of the "Accrued Benefit" determined in
accordance with the pension computation formula in effect:  (A) at the
time of his retirement; or (B) as of September 30, 1989.

    (b)  The benefit (computed
using the pension computation formula then in effect at the date of retirement)
which such Participant or Beneficiary is entitled to receive under any provision
of the Retirement Plan and in accordance with any option which is then operative
under the terms of Sections 4.1, 4.3 or 5.5 of such Plan, including those terms
implementing the limitations of the Internal Revenue Code referred to above and
excluding all then deferred compensation (other than salary amounts deferred
under the Laclede Gas Company Salary Deferral Savings Plan, as the same may be
hereafter amended, supplemented or replaced) from normal
compensation.

    In the event that a Beneficiary is the
initial recipient of a retirement benefit under the Retirement Plan, the amount
of Supplemental Benefit to which such Beneficiary will be entitled shall be
determined in accordance with (a) and (b) above, as of the date of death of the
individual whose active service with the Company produced the benefit, with
appropriate adjustment in accordance with the applicable provisions of the
Retirement Plan.

    It is the intent of this Section 4.1.1
that the Supplemental Benefit as described above shall be 

     

     

    
      
        
        

      

      
        5

        
        

      

      
        
        

      

    

    determined
at all times in a manner which construes all references in this Section 4.1.1 to
limitations of, or imposed by, the Internal Revenue Code, to refer to the then
current limitations of the Internal Revenue Code, or its successor, and any
regulations and rulings thereunder.

    4.1.2  Amount of Alternative Supplemental Benefit.  Subject
to the limitations in section 1.2 of this Supplemental Plan, the amount of
Alternative Supplemental Benefit which a Participant, as described in Section
3.1(b), or the Beneficiary of such a Participant shall be entitled to receive
hereunder shall be the sum of (a) and (b) plus (c):

    
      	
               
      

            	
              (a)

            	
              The
      Supplemental Benefit, as determined under Section 4.1.1, that would have
      been payable if the Participant had retired on his 70th birthday and had
      selected his optional form of payment of his Supplemental Benefit at that
      time.

            


    

    
      	
               
      

            	
              (b)

            	
              An
      amount equal to the excess of (i) over
(ii):

            


    

    
      	
               
      

            	
              (i)

            	
              The
      benefit described under Section 4.1.1(a) determined at
      retirement;

            


    

    
      	
               
      

            	
              (ii)

            	
              The
      benefit described under Section 4.1.1(a) determined as if the Participant
      had retired on his 70th birthday;

            


    

    
      	
               
      

            	
              in
      either case, as if the Participant had selected his optional form of
      payment of his Supplemental Benefit at that
  time.

            


    

    
      	
               
      

            	
              (c)

            	
              The
      benefit amount, payable under the optional form of payment selected by the
      Participant with respect to his Supplement Benefit, that is the Actuarial
      Equivalent, determined at retirement, of the excess, if any, of (i) plus
      (ii) over (iii):

            


    

    
      
        	
                 
      

              	
                (i)

              	
                The
      lump-sum value of the Retirement Plan benefit that would have been payable
      if the Participant had retired on his 70th birthday plus interest, at the
      Actuarial Equivalence interest rate, as described in the Retirement Plan,
      then in effect on the 1st day of the month following such 70th birthday,
      from such 

              


         

         

        
          
            
            

          

          
            6

            
            

          

          
            
            

          

        

         

        	 	 	 
	 	 	1st
      day of the month to the effective date of commencement of his Alternative
      Supplemental Benefit.


      

    

    
      	
               
      

            	
              (ii)

            	
              The
      accumulated value of the Supplemental Benefits that would have been paid
      prior to the actual Alternative Supplemental Benefit commencement date if
      the Participant had retired on his 70th birthday and had selected his
      optional form of payment of his Supplemental Benefit at that time, with
      interest, at the Actuarial Equivalence interest rate, as described in the
      Retirement Plan, then in effect on the 1st day of the month following such
      70th birthday, from the date each payment would have been made to the
      effective date of commencement of his Alternative Supplemental
      Benefit.

            


    

    
      	
               
      

            	
              (iii)

            	
              The
      sum of (A) and (B):

            


    

    
      	
               
      

            	
              (A)

            	
              the
      sum of Retirement Plan Benefit payments made prior to retirement, pursuant
      to Retirement Plan Section 15.5, with interest, at the Actuarial
      Equivalence interest rate, as described in the Retirement Plan, then in
      effect on the day such payments commenced, from the date such payment was
      made to the effective date of commencement of his Alternative Supplemental
      Benefit;

            


    

    
      	
               
      

            	
              (B)

            	
              the
      lump-sum value of the Participant's remaining Retirement Plan Benefit, if
      any, determined at actual
retirement.

            


    

    In the event that a Beneficiary is the
initial recipient of a retirement benefit under the Retirement Plan, the amount
of Alternative Supplemental Benefit to which such Beneficiary will be entitled
shall be determined in accordance with the above provisions of this Section
4.1.2, as of the date of death of the individual whose active service with the
Company produced the benefit, with 

     

     

    
      
        
        

      

      
        7

        
        

      

      
        
        

      

    

    appropriate
adjustment in accordance with the applicable provisions of the Retirement
Plan.

    4.2           Payment of Supplemental
Benefit or Alternative Supplemental Benefit.  Payment of the
Supplemental Benefit or Alternative Supplemental Benefit which a Participant or
Benefi­ciary is eligible to receive shall be made in the same manner and
subject to the same conditions as is the benefit paid in accordance with the
Retirement Plan, unless the Participant or Beneficiary selects another form of
payment provided for in the Retirement Plan or the form of payment described in
the next paragraph of this Section 4.2; provided, however, that no Participant
who is an officer of the Company that, as a result of action by the Board of
Directors of the Company, continues in employment beyond age 70 may elect a
lump-sum distribution under this Supplemental Plan.

    An additional optional form of payment
may be elected under which the Benefit payment under the 100 percent joint and
survivor option would be further reduced so as to provide for a form of payment
based on a guaranteed certain period with 100 percent joint and survivor benefit
thereafter.  Such guaranteed period shall be that period for which the
actuarial present value of the 100 percent joint and survivor pension equals the
actuarial present value of a certain period pension of the same monthly
amount.  Such guaranteed certain period payment amounts shall be
payable to a Beneficiary for the remaining guaranteed certain period or, at the
Beneficiary's option, be payable in a lump-sum equivalent upon the death of the
surviving spouse.

    4.3           Obligation of the Company.

    (a) By the establishment of this
Supplemental Plan, the Company guarantees, subject to the qualifications and
limitations set forth in Article 5 below, a benefit equal to the amount
determined in accordance with Section 4.1.1 or 4.1.2, whichever is
applicable:

    
      
        	
                 
      

              	
                (i)
      to each Participant who shall have terminated service with the Company
      under conditions of eligibility entitling such Participant (or which would
      have 

              


         

         

        
          
            
            

          

          
            8

            
            

          

          
            
            

          

        

         

         

        	 	 
	 	entitled
      such Participant) to benefits commencing at any time under the terms of
      the Retirement Plan, and who is entitled to benefits in accordance with
      Section 4.1.1 or 4.1.2, whichever is applicable, of this Supplemental
      Plan; and


      

    

    
      	
               
      

            	
              (ii)
      to each Beneficiary of a former employee whose service with the Company
      shall have terminated, under conditions of eligibility entitling the
      Participant (or which would have entitled the Participant) to benefits
      commencing at any time under the terms of the Retirement Plan; provided,
      however, that in the case of such Beneficiary, benefit payments qualify
      the Beneficiary for benefits in accordance with Section 4.1.1 or 4.1.2,
      whichever is applicable, of this Supplemental
  Plan.

            


    

    (b) Except for Participants and
Beneficiaries de­scribed in subsection (a) above, future benefits under the
Supplemental Plan shall be subject to discontinuance or diminution pursuant to
Section 5.2.  No other individual, including employees who have not
terminated service with the Company, shall have any entitlement to payment of
the Supplemental Benefit or Alternative Supplemental Benefit.  It is
the intent that benefits shall, to the maximum extent permitted by law, be paid
to Participants and Beneficiaries under and pursuant to the terms of the
Retirement Plan and that termination, curtailment, or reduction of benefit
payments under that Plan shall not result in commencement of or increase in
benefits hereunder.

    ARTICLE
5

    Amendment or Termination

    5.1           Amendment to Conform with Law.  The
Company, acting through its Board of Directors, or by authority delegated by
such Board of Directors, may by amendment make such changes in, additions to,
and substitutions for the provisions of the Supplemental Plan, to take effect


     

     

    
      
        
        

      

      
        9

        
        

      

      
        
        

      

    

     

    retroactively
or otherwise, as is deemed necessary or advisable for the purpose of conforming
the Supplemental Plan to any present or future federal law relating to plans of
this or similar nature, and to the administrative regulations and rulings
promulgated thereunder.

    5.2           Other Amendments and Termination.  The
Company, acting through its Board of Directors, or by authority delegated by
such Board of Directors, may amend the Supplemental Plan at any time and from
time to time in any manner which is consistent with amendments made in the
Retirement Plan.  The Company, acting through its Board of Directors,
may terminate the Supplemental Plan but only at such times and to the extent
that the Retirement Plan is terminated.  Notwithstanding the
provisions of this Section 5.2, however, so long as full benefits are being paid
under the Retirement Plan, the Company shall not amend or terminate this
Supplemental Plan without providing each individual described in Section 4.3(a)
hereof who is then receiving, or then entitled to commence receiving in the
future, benefit payments under the terms of this Plan with a form of benefit
which is equivalent to but not greater than the value of the benefits he would
otherwise be entitled to receive in the absence of such amendment or termination
of this Plan.  In the event the Retirement Plan is terminated or
curtailed with the result that payments to Participants and contingent payments
to Beneficiaries are discontinued or reduced, the benefits then being paid
pursuant to this Plan shall similarly be discontinued or reduced in the same
ratio as payments under the Retirement Plan are reduced.

    5.3           Form of Amendment or Termination.  Any
such amend­ment, or termination or discontinuance or reduction of payments
shall be made by an instrument in writing, duly certified, reflecting that said
amendment or termination or discontinuance or reduction of payments has been
authorized by the Board of Directors.

    5.4           Notice of Amendment or Termination.  The
Board shall notify Participants or 

     

     

    
      
        
        

      

      
        10

        
        

      

      
        
        

      

    

    Beneficiaries
who are affected by any such amendment or termination or discontinuance or
reduction of payments within a reasonable time thereof.

    ARTICLE
6

    Miscellaneous

    6.1           No Guarantee of Employment, etc.  Neither
the crea­tion of the Supplemental Plan nor anything herein shall be
construed as giving any Participant hereunder or other employ­ees of the
Company any right to remain in the employ of the Company.

    6.2           Merger, Consolidation, etc.  The
Company will not merge or consolidate with any other corporation nor liquidate
or dissolve without making suitable arrangements for the payment of any benefits
under this Supplemental Plan to the individuals described in Section
4.3(a).

    6.3           Inalienability.  Except
so far as may be contrary to the laws of any state having jurisdiction in the
premises, a Participant or Beneficiary shall have no right to assign, transfer,
hypothecate, encumber, commute or anticipate his interest in any payments under
this Supplemental Plan and such payments shall not in any way be subject to any
legal process to levy upon or attach the same for payment of any claim against
any Participant or Beneficiary.

    6.4           Incompetency.  If
any Participant or Beneficiary is, in the opinion of the Board, legally
incapable of giving a valid receipt and discharge for any payment, the Board
may, at its option, direct that such payment or any part thereof be made in
monthly installments to such person or persons who in the opinion of the Board
are caring for and supporting such Participant or Beneficiary, unless it has
received due notice of claim from a duly appointed guardian, conservator or
committee of the Participant or Beneficiary.  A payment so made will
be a complete discharge of the obligations under the Supplemental Plan to the
extent of and as to that payment, and neither the Board nor the Company will
have any obligation regarding the application of the payment.

     

     

    
      
        
        

      

      
        11

        
        

      

      
        
        

      

    

     

     

    6.5           No Requirement to Fund.  No
provisions in the Supplemental Plan shall be construed to require, either
directly or indirectly, the Company to reserve, or otherwise set aside, funds
for the payment of benefits hereunder.

    6.6           Controlling Law.  To
the extent not preempted by the laws of the United States of America, the laws
of the State of Missouri shall be the controlling state law in all matters
relating to the Supplemental Plan and shall apply.

    6.7           Severability.  If
any provisions of the Supplemental Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts of
the Supplemental Plan, but this Supplemental Plan shall be construed and
enforced as if said illegal and invalid provisions had never been included
herein.

    6.8           Limitations on Provisions.  The
provisions of the Supplemental Plan and any Supplemental Benefits or Alternative
Supplemental Benefits shall be limited as described herein.  Any
benefit payable under the Retirement Plan shall be paid solely in accordance
with the terms and provisions of the Retirement Plan, and nothing in the
Supplemental Plan shall operate or be construed in any way to modify, amend, or
affect the terms and provisions of the Retirement Plan.

    6.9           Gender and Number.  Masculine
gender shall include the feminine, the singular shall include the plural, and
the plural shall include the singular, unless the context clearly indicates
otherwise.

    



    
      
         


      

      
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