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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Safety Insurance Group, Inc.
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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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78648T100
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
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SRB Corporation
04-2968130
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,444,765
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,444,765
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,444,765
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.39% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
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The Plymouth Rock Company Incorporated
04-2773663
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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488,668
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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488,668
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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488,668
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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3.18% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
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Palisades Safety and Insurance Association
22-3180609
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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956,097
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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956,097
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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956,097
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.21% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1(a).
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Name of Issuer:
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Safety Insurance Group, Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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20 Custom House Street
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Boston, MA 02110
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Item 2(a)
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Name of Persons Filing:
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This statement relates to shares of Common Stock of the Issuer held by the following:
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(1) SRB Corporation, a Massachusetts corporation ("SRB"), which is a direct wholly-owned subsidiary of The Plymouth Rock Company Incorporated, a Massachusetts corporation ("PRC"). SRB serves as investment manager to each of PRSC, PRAC, PIC, BHIC, PSIA, HPSIC, HPPCI and HPPI (as defined below) and, in such capacity, may be deemed to have voting and dispositive power over the shares held for the accounts of these entities.
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(2) PRC, for the accounts of the following entities:
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(i)
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Plymouth Rock Security Corporation, a Massachusetts corporation ("PRSC");
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(ii)
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Plymouth Rock Assurance Corporation, a Massachusetts corporation ("PRAC");
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(iii)
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Pilgrim Insurance Company, a Massachusetts corporation ("PIC"); and
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(iv)
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Bunker Hill Insurance Company, a Massachusetts corporation ("BHIC").
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PRSC, PRAC and BHIC are direct wholly-owned subsidiaries of PRC. PIC is a direct wholly-owned subsidiary of SRB.
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(3) Palisades Safety and Insurance Association, a New Jersey reciprocal insurance exchange ("PSIA"), for its own account and for the accounts of the following entities owned by it:
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(i)
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High Point Safety and Insurance Company, a New Jersey corporation ("HPSIC");
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(ii)
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High Point Property and Casualty Insurance Company, a New Jersey corporation ("HPSIC”); and
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(iii)
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High Point Preferred Insurance Company, a New Jersey corporation ("HPPIC"). HPSIC and HPPCI are direct wholly-owned subsidiaries of HPPCIC, which is a direct wholly-owned subsidiary of PSIA. Plymouth Rock Management Company of New Jersey, a New Jersey corporation ("PRNJ"), is the attorney-in-fact for PSIA. PRNJ is an indirect wholly-owned subsidiary of SRB. SRB, PRC and PSIA are referred to herein collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), this filing shall not, however, be deemed an affirmation that such a group exists for the purposes of the Act or for any other purpose, and each Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned by any other person. The agreement among the Reporting Persons to file jointly is attached hereto as Exhibit A.
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Item 2(b)
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SRB: 125 High Street, Oliver Street Tower, 9th Floor, Boston, MA 02110
PRC: 695 Atlantic Avenue, 6th Floor, Boston, MA 02111
PSIA: 200 Connell Drive, Suite 3000, Berkeley Heights, NJ 07922
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Item 2(c)
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Citizenship:
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SRB: Massachusetts
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PRC: Massachusetts
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PSIA: New Jersey
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $0.01 per share
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Item 2(e)
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CUSIP Number:
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78648T100
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Item 3.
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SEC use only
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Item 4.
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Ownership
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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See Item 2(a)
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to in this statement were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SRB CORPORATION
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By:
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/s/ Frederick C. Childs
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Name: Frederick C. Childs
Title: Vice President
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THE PLYMOUTH ROCK COMPANY INCORPORATED
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By:
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/s/ Colleen M. Granahan
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Name: Colleen M. Granahan
Title: Vice President
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PALISADES SAFETY AND INSURANCE ASSOCIATION
By: Plymouth Rock Managed Company of New Jersey, its Attorney-in-Fact
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By:
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/s/ Carl A. Peterson
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Name: Carl A. Peterson
Title: Chief Legal Officer & Secretary
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SRB CORPORATION
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By:
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/s/ Frederick C. Childs
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Name: Frederick C. Childs
Title: Vice President
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THE PLYMOUTH ROCK COMPANY INCORPORATED
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By:
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/s/ Colleen M. Granahan
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Name: Colleen M. Granahan
Title: Vice President
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PALISADES SAFETY AND INSURANCE ASSOCIATION
By: Plymouth Rock Managed Company of New Jersey, its Attorney-in-Fact
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By:
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/s/ Carl A. Peterson
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Name: Carl A. Peterson
Title: Chief Legal Officer & Secretary
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