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S: Willard J. Tillotson, Jr. - "Mr. Integrity"

BC: June 2011

FC: LIVE WELL LAUGH OFTEN LOVE MUCH | Willard J. Tillotson, Jr. "Mr. Integrity"

1: To the Tillotsons: This book was created with love and gratitude for your husband/father, for the unique and wonderful man that he was. He impacted and influenced so many people, particularly the HT employees, as evidenced by the stories enclosed. We hope it brings you warm memories and much happiness. With love from your Hefren-Tillotson family. June 2011 | 1

3: MAKING MEMORIES

5: LIVE WELL LAUGH OFTEN LOVE MUCH | "Other things may change us, but we start and end with family." Anthony Brandt

6: I had my first one on one meeting with Bill a few weeks before I joined HT back in 2005. It really was not an interview since Bill’s initial comments to me were “Kim wants to have you here so I just want to get to know you a bit”. We proceeded to have a very comfortable hour discussion on the changing nature of the industry, the prospects for HT, my background, and other miscellaneous stuff. I remember at the end of the discussion he asked me how old I was. I said 46 and he became thoughtful, looked me straight in the eye, and said you and Kim are both 46 and I really envy you both because at your age the potential you have to grow this firm and help clients is enormous. He proceeded to say I wish I was 46 and able to take part in the opportunity that you, Kim, Craig and all employees have. Bill understood that his better days were behind him yet he knew he was going to enjoy the growth and camaraderie that exists here at HT for as long as he could. Since Bill’s passing, I’ve thought about what message(s) he would want to leave us with. I think they are the following: 1. Enjoy coming to work everyday 2. Work hard (e.g. don’t spend too much time on the golf course!!) 3. Help and respect each other 4. Know that your individual success would not be achievable without many others helping you get there 5. Appreciate what you have | Continued... | 6

7: I also want to tell a story about Bill’s sense of humor. One day he stopped by my office early in the morning and asked if I would join him at the Duquesne Club for a meeting with a potential advisor. This gentleman had been referred to us by a friend of Bill’s, and Bill was not overly enthusiastic but nevertheless wanted to be courteous. The interview/meeting started and Bill asked him where he went to college. He responded Westminster. Bill scratched his chin, hesitated and said that is a wonderful school. The candidate immediately concurred and thanked Bill, and Bill then instantaneously, with a straight face, said “Westminster is a school that a lot of people go to who do not get accepted at Allegheny”. The candidate impulsively agreed and then became confused by Bill’s comments and did not know what to say. Bill continued with a straight face for about 5 seconds (I’m sure the candidate felt it was 5 minutes) and then started laughing and extended his hand to the candidate. There is a lot more I could write about since I was fortunate to have many conversations with Bill over the years. However, I want to write about a conversation I had with Art Rooney Jr. at my father-in-laws wake. He came up to me and said “John, I’ve been fortunate to have met a lot of great men in my life, and your father-in-law was one of them”. He was right. I want to borrow this line from Mr. Rooney and say I’ve been fortunate to have met another great man in my life, and that man was Bill Tillotson. John Meegan | 7

8: I have three stories that I will always remember. The first is when I stepped into the HT building for my first interview, all prepared to meet with Sherry and Adam Davidson. After finishing up with Sherry, she told me that Mr. Tillotson decided he wanted to meet all candidates. That sent my nerves through the roof, as I was not expecting that. I walked in to his office and sat down, and he looked at my resume, looked at me, back at my resume and said “Allegheny College, you are off to a bad start.” He threw the resume down and didn’t crack a smile. I just sat there thinking, “I am positive he went there and is a trustee, is he kidding?” I hadn’t gotten to know Mr. Tillotson’s sense of humor yet, and after a few seconds, sensing that I was nervous, he laughed and told me he was joking and we ended up have a great conversation about Allegheny, the company, the planning department, etc. The second one would be when the planning department asked him if we could take him to lunch. I remember this because I think he was actually a little nervous and he didn’t want to disappoint us, especially since he hadn’t met a few of the new hires yet. He called me up to his office to go through what he wanted to talk about and make sure I thought it was what we were looking for. We then proceeded to the Duquesne Club and we all got into the same elevator, with one other gentleman. This is when Mr. Tillotson gave a great one-liner, he yelled for all the planners to hold him down while he would grab the guy’s wallet. The poor guy never looked at us or flinched. We had a great laugh with him about that when we got off the elevator, and then he spent well over an hour sharing stories with us, giving us advice, and giving us more insight as to why HT is such a special place. I know none of the planners will forget that. | Continued... | 8

9: The third one is my time with him over the last month or so. We were working on a very large case for him, and he was genuinely more excited about the learning experience for us in the department than getting a big client. He pulled me aside three times at the company picnic to talk about it, and we had a number of meetings over those weeks. He was also going to bring me to the present so I could learn from him. During these meetings, he used some of my favorite quotes that he has told me for years – “Are you learning anything today?”, “I tell everyone about my smart young people here at the company”, and finally telling my wife “You better hold on to him, he is one of my young stars!” I loved hearing these sayings from him, and these are just a few of them. His passion to teach all of us and share his knowledge, and the care he had for each of his employees and the company was incredible and something I will always remember. I could write many more as I am sure most people can. Pretty much every talk with him was memorable. He was a great man who I really looked up to, and I am honored to have been able to work so closely with him over the past six years. Mike McGrath | 9

10: LOVE | 10

11: I will pick my FAVORITE story: One time for a Christmas party, I was doing the name tags and name cards for the tables and guests. I was writing them up. After everything was said and done, Lillian called me into her office to tell me that there had been a change in the seating. I said OK. And she said, Mr. Tillotson wants you sitting at his table. I was shocked that he wanted me to sit there AND I had just met my husband so I wasn’t sure how HE (my hubby) was gonna act. It was awesome! | Another one is, I invited Mr. T to my wedding and he couldn’t come. So because he couldn’t come, he took me to the Duquesne Club for lunch. We were treated like ROYALTY. I ate anything I wanted, I drank anything I wanted (I got water with lemon at first and then he “MADE” me get something stronger because he was drinking and didn’t want to drink alone) and then at the end of it all, he “STOLE” macaroon cookies from there. The lunch was about 2hrs..LOL The best day ever. I learned about his sisters, his daughters and son and his wife. It was amazing. I’m gonna miss him. Amy Jo Rodriguez | 11

12: One particular day I saw Mr. Tillotson in the building and he stopped and asked me, “Are you behaving yourself?” I replied, “I’m doing my best.” And he responded, “Well, if you’re doing your best, that’s all I can ask for.” Vanessa Farmer | 12

13: Around four years ago I hurt my lower back and was out of the office for three days. Upon returning, my boyfriend drove me to work to spare me the bus trip. We came into the Hefren-Tillotson lobby and while waiting for the elevator, Mr. Tillotson came in. I introduced him to Lloyd and then Mr. Tillotson asked me why I did not look so good. I explained my back problem, and Mr. Tillotson said " I have something in my car that I think would help you with your back - wait here while I go to my car to get it." So we did. When Mr. Tillotson returned, we came up to the Reception Area and Mr. Tillotson handed me this rolled up black thing. I had no idea how to put it on. Mr. Tillotson then instructed Lloyd to help me, being the gentlemen he was, no way would he put it on for me. So Lloyd and I put the small back support on top of my suit! The whole time Mr. Tillotson was so concerned that we get this on correctly. I was so impressed by his concern. I wore it the whole day, and guess what - it worked! At the end of the day, I returned the back support to Mr. Tillotson, and he was so happy to see it had helped me. I then went out and bought one, Mr. Tillotson even told me where to go to purchase one. I still have it to this day. Every time I use it, I think of Mr. Tillotson and how concerned he was for me and what a wonderful, helpful person he was, I think very highly of him. How many CEO's would do this, not many! Barbara Babik | 13

14: While I am still relatively new to the company and unfortunately did not have a lot of opportunities to interact with Mr. T, I did have one experience that exemplifies the types of things he did for the company and the impression he left on clients of the firm. During the Easter Holidays this year, I asked Mr. T if he would be willing to play golf with me and my biggest client while he was in Florida. Because we were coordinating a couple of different schedules, the only day that would work for everyone involved was Good Friday, a day most people would like to spend with family. Not only did Mr. T graciously accept, but he invited us to his Club, took care of all the expenses, and treated us all to lunch afterwards. During our round of golf I got a chance to see Mr. T’s personal side, something I hadn’t seen in the office yet. He offered me tips on how I could improve my golf game, he yelled at me for making too much noise while he was putting, he told me that I needed to put away my driver because I was not very good at using it, he took my money from a couple of side bets I lost to him, he told me what it takes to be successful in this business and what I should be focused on, and most importantly he took the time and effort to try and get to know me better as a person. We had a blast that day. | Continued... | 14

15: My client, who had a very successful finance career in his own right, was incredibly impressed with Mr. T – both personally and professionally. We still share funny stories together from those six hours we all spent together. Keeping in line with my client’s personality, I received this email from him the Friday following Mr. T’s passing: “My sincere condolences John. I really enjoyed the time we spent with Bill Tillotson. He was a class act.” Mr. T went above and beyond in everything he did, and like my client said – he did it with class. I will forever be grateful for those brief, but lasting impressions. John Reba | 15

16: LOVE

17: { | { | LOVE

18: On any given day, we would get a ‘red alert’ that Mr. T was on his way over to Centre City with a friend, client or prospect in tow. He would walk around our lovely offices slowly to give the visitor sufficient time to take in the simply elegant surroundings. He especially loved to point out the view of PNC Park from Don Belt’s office. Mr. T never failed to greet each and every employee by name and, occasionally, I even got a quick hug. It clearly gave him such pride to show off this jewel of an office suite! When I look at our space now, I see the décor as a metaphor for his philosophy - thoughtful design, flawless execution, and unquestioned quality. I keep listening for his voice preceding him down the corridor. So long as I’m here, I always will. Catherine Schmitt | 18

19: I’ve been here for 14 years, and for the first 10, every time we met he would introduce himself anew, and I would play along. “Hi, I’m Bill Tillotson, I work here.” “Nice to meet you Bill, Tim Davis. I trade bonds here. What do you do?” It was a little ritual I enjoyed very much. Tim Davis | 19

20: The most important and remarkable aspect of the relationship I had with our Chairman was how he seemed to believe in me. He was more fatherly than anything else. Even though I never questioned his authority, he taught me aspects of the business in the most caring and considerate way. Even when that meant that he had to deliver his message with a stern tone. He would never allow me to feel sorry for myself and could read that undertone with precision. Mr. T. instilled many things in me in the ten years we knew each other. The game changer was, “that I could not help anyone unless I made them a client”. The Masterplan was just a collection of words on a page until I could implement it and help my clients achieve their life goals. Our Chairman wanted me to succeed; of this I am certain. I want to succeed... and I know he’ll be proud of me, even in heaven. Because of "him”, my career is set on solid ground. To honor him, I will build my business based on integrity and steeped in our collective values that he so wisely put into place. And each and everyday, I remind myself to have fun! The picture I have on my desk of him smiling at me, reminds me to do just that. | Continued... | 20

21: The two fondest memories: - He would walk down the hallway on the fourth floor with the newspaper tucked under his arm. He’d see me at my desk, swat the door jam with the paper and tell me “stop polishing your nails”, or holler “wake up”, all the while with that winkle in his eye. - He asked me to dance at one of the company Christmas parties. That really made me feel special! Maggie Kanaan | 21

22: I would like to say that no matter what Bill and I were meeting about, bad or good, not ONE time in almost three years did I ever walk out of his office without him saying to me: “You know, I just want to let you know we are really glad you’re here.” Sometimes something simple like that makes any type of day seem better. Larry Sebbens | 22

23: Shortly after the birth of our daughter, my wife brought Abby into work to see everyone. After walking her around our headquarters, we stopped by Mr. Tillotson’s office. He immediately offered his congratulations, gave Suzanne a hug, and then proceeded to uncover Abby’s feet while Suzanne held her. He then kissed the bottoms of both of Abby’s feet causing her to smile. It was a very memorable moment that we have talked about numerous times over the years. Neil Alexander | 23

24: Wanted to share some of my early memories of Mr. Tillotson from when I started at HT in 1996. It always struck me that although my position with the company was really a very entry-level one (an “assistant’s assistant”!), Mr. Tillotson took the time to get to know me and a bit of my background and always called me by name when he’d pass my desk on the 4th floor. He made me feel like I belonged during a time in my life when I was unsure about what in the world I was doing! He was the type of person who cared deeply for people and was genuinely interested in knowing about them. His legacy will live on in the lives of all he has touched, and he will never be forgotten. Melissa O'Malley | 24

25: On my first day at Hefren-Tillotson, Drew left for a three-week vacation immediately following the Monday morning sales meeting. He left me with the compliance manual and said to read it while he was out. After spending the morning reviewing the manual, I visited the fourth floor rest room and ran into Mr. Tillotson. He wanted to know if I had learned anything yet. I explained that I was currently reviewing the compliance manual, and he said to hurry up and learn everything because he never liked Drew and wanted to get him the %*!* out of here. This was only the second time I had met Mr. Tillotson and was not aware of his sense of humor. Paul Taddeo | 25

27: DAYS | happy | Summer Time

28: I don’t think Mr. Tillotson ever walked by my office without stopping in to shake my hand, tell me how glad he was to have me here and to say “we love you.” What a gift to me. We only had one bad moment, and it was my fault. Mr. T. had called and asked for Kim, who was in a client meeting. I told him I’d have her call after the meeting. To make a long story short, Kim left for lunch and I never told her that he called. Mr. T. called back and asked where she was. I said she was at lunch and I didn’t get a chance to give her the message. He hung up on me! It bothered me a little bit that afternoon, but by that night, I couldn’t sleep because I knew I knew I had been at fault. The next day, I went into his office to apologize to him for not handling his message properly. He shut the door and yelled at me about how he only calls people when it’s really important, and he expects a return phone call. He then apologized to me and told me how much “we all love you here”. What followed was a great conversation, and I left his office feeling like a better person because of things he said. | Continued... | 28

29: Another time, Amy Jo was on the 4th floor chatting to Maria. Mr. T. walked by and I heard him say “What are you doing here? Listen, if we want people on the 3rd floor to come up to the 4th floor, we’ll send for you.” Then I heard his familiar laugh. One time Mr. T. was sitting in my office, and Kim stopped in. We talked about a meeting that needed to be scheduled with Craig, and I said I would call Craig. Mr. T. said “oh you’ll never reach him today – he golfs on Thursdays!" Mr. T. was a funny, loving, charismatic gentleman, had high standards and such character. It was such an honor and a privilege to have known him. I will always miss seeing his warm, smiling face and hearing his familiar voice and laughter, but his memory lives on. Joann Tissue | 29

30: When I was in trading, the RR’s only entered about half of their own orders, and IA was not near what they are now. I had entered some mutual fund trades for WJT for a client. A few days later, the customer changed their minds or we did them in error or something to that effect. This was for about $500,000 in purchases. We went back and forth to see what it was the customer actually needed/wanted. I corrected and cancelled, however it needed to be, and we ended up with about a $5,000 loss if my memory serves me. It took a day or two to figure this out. I then was called to his office. YIKES! I was very afraid. | Continued... | 30

31: Mr. Tillotson ended up thanking me for my efforts and quick response to the situation. I told him I was just doing my job and no thanks was necessary. He then handed me a check for the work I had done. Why? I asked. Anyone in the company would have done the same and on top of that, there was a loss and this money could be used for the loss. He said that regardless of the loss, when somebody does what we did for the customer and held the losses to a minimum and just all around good customer service, it deserves to be rewarded. We argued for a minute or two in that I didn’t want the money, but you know in any argument with WJT, you will ultimately lose. I was with the company for about 10 or 12 years at the time and knew Hefren-Tillotson was a great company to work for. This was over the top. Debbie Bost | 31

32: Couple years ago, I bumped into WJT in the Pittsburgh office, and he said “We haven’t talked in a while. Let’s go to lunch”. I said “Sure”. We met around noon on the 4th floor and rode the elevator to one while making small talk. As we were getting off, a young girl was getting on and she said “Oh, hi Mr. Tillotson. How are you.” As usual he replied that he was fine and thanked her for asking. As the elevator doors closed he turned to me and said “Do you have any idea who that was?” I said no. After a big sigh he said “Me either”. Bill Miller | 32

33: When I would ride the elevator with Mr. Tillotson, I was always fired because he thought the ratio of my family and his family working here was too close. Dawn Rezner | 33

35: It's The Little Things In Life That Matter

36: My last conversation with Mr. Tillotson was about one week before he passed on. It was a funny one that is now a precious memory to me. I was trading over a million dollars worth of stock of a local company for a good friend of his. We had been waiting for about one year for it to reach a certain price of $25. It hit it and was finally moving. The account was shared with Bernie, and he was the one communicating with me on it, as I piecemealed it into the market. I was letting Bernie know by email which executions were done, not knowing he was forwarding them to Mr. Tillotson via Lois. Well, I made a typo on some executions stating price at $24 something. Mr. Tillotson was upset, called me up and asked me what the heck was going on in so many words. | Continued... | 36

37: I realized my mistake, calmed him down, and verbally went over the executions on the phone. Then he said, “Well, that’s better! If you ever do that again, I’ll have to kill you.” And I quickly replied, “Well, you better take a number and get in line!” He got a big kick out of that. We often joked, as he did with many others. I loved it that he was “real” and had a great sense of humor! Mary Ann Devlin | 37

38: My favorite memory is when I sat at his dinner table at the H-T Christmas party. Bill Pisciuneri was also at the table. There was not a dull moment at the table. Marcia Lupi | Mr. Tillotson taught me it can be more dangerous to be right than to be wrong. Being wrong leads to lessons-learned and a sense of caution and prudence, he said. But being right can lead to overconfidence and recklessness. Brian Koble | 38

39: LIVE WELL LAUGH OFTEN LOVE MUCH

40: My family and I interacted with Mr. Tillotson on several occasions in his last few months. My wife, son and sister-in-law were dining at Siba (a restaurant in Seven Fields) on a weekday evening. Mr. T was there as well. Lisa was so touched that he took the time to come to their table and talked with them for over ten minutes. Cameron thought he was even more important than he usually thinks he is (a hard feat without doubt!) since he took the time to talk with him, Gina (my sister-in-law) was very impressed as well, and mentioned how he focused on the three of them as if they were the most important people in the world at that moment. The next story occurred with me. In June of this year, Mr. Tillotson called my line. Even though I had just had my 11th anniversary with the firm, my heart rate still went up a bit. He had just spoken with a client to whom I had presented a Masterplan the prior year and who had yet to become a client. Apparently, the client called Mr. Tillotson and stated that she wished to work with someone with more experience (to which, he replied to the client; “well, I’ve got a lot of that”). Incredibly, Mr. Tillotson was essentially calling to ask my permission to speak with her and then invited me to breakfast on a Tuesday morning to discuss the case. Looking at my home schedule, looking at ACT and kind of thinking out loud, I uttered something along the lines of, “Hmmm, let’s see, I go to the gym on Tuesday and Friday mornings, I’ll move that to just Friday for this week, okay, where should we meet?”, Mr. Tillotson replied, “Let’s meet Wednesday, that’s important too”. I was impressed then, and learned two lessons: take care of yourself and don’t think out loud. | Continued... | 40

41: At the breakfast meeting (7:30 AM), we talked about the case and ate breakfast for about 30 minutes, then went on to talk for over an hour more. Business, sports, family, Florida real estate, how attorneys should dress when they come to our offices, so many different things, and such an enjoyable conversation, and so different from any of our prior meetings. While listening to Sharon speak at his Memorial Service, she commented on how her last meeting with her dad was such a great meeting, I nodded my head in agreement, and realized again how my last meeting with him was so different. In reflection, I realized that what was so different about our breakfast meeting was that I partly met with Mr. Tillotson, Chairman of Hefren-Tillotson, but mostly met with Bill Tillotson, the very contented person. Someone who had given life all there was to give and who had no regrets. Someone who wanted to share his recently found knowledge of what was in the last chapter of the great book of life, but realized that it can’t be conveyed as much in words as it could be conveyed in feelings. What a gift to have been able to share some of my time in this world with him. Fred Clerici | 41

42: For the longest time, Mr. Tillotson called me Diane. He would come in and say “Good Morning Diane, how are you”? One morning Kim heard him and asked “What did you call her? Her name is Maria, not Diane.” Mr. Tillotson said “I know that” – he felt so bad. He apologized to me numerous times and kept telling me “I know who you are” but from then on always called me Marie (not Maria). He said that I reminded him of his personal trainer whose name was Diane. I always laugh when I think of this story. Maria Hyde | 42

43: I remember my first week working here, Mr. Tillotson stopped into my office to welcome me to the company. I couldn’t believe that the Chairman was not only stopping to talk to me, but already knew my name and was personally welcoming me! I soon realized that this would be a weekly if not daily occurrence. He would stop to ask me how I was doing, tell me a joke, or ask how my son was doing. He told me numerous times that I was fired, joking of course, but in the way that only he could joke . . . with a straight face and mischievous twinkle in his eye. Katie O’Hare | 43

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45: "Family makes the journey of life worthwhile." | 45

46: I remember being new. And I remember that in my newness I was having a couple of drinks at the Smithfield Café. And I remember a formidable man, who ran the company I was newly working for, letting me gush about my little dreams and my little concerns with my little hands on both of his shoulders. And as the words dribbled out, I said things like, “Mr. Tillotson, there’s not enough women on that top 20 Chairman’s list and that really bothers me”. And for a split second, in that pause when it was his turn to comment on the conversation, a part of my long-island infused brain thought, “Oh my God, this man is going to fire me. How will he ever take me seriously now; being so foolish to talk with him after these drinks?” But to my delight, I got to experience quite the opposite of my fears. Instead of judgment, I was met with equal concern for my concerns. I was offered big words of encouragement, with intense, glassy eyes and big pats on my back. It meant the world to me to be taken seriously when my position was that I was only doing a little bit of filing for a little bit of time. And it solidified my feeling safe to be myself around big Bill Tillotson with my little dreams. | Continued... | 46

47: I come from a rather large and affectionate family. We kiss and hug all the time. Sometimes I’m caught off guard in my naivety that not everyone is like that. But Mr. Tillotson was one of the few people who I felt comfortable enough to embrace the same. And the ‘hellos’ and ‘see you laters’ were never wavering nor weak. They were always strong, committed and expected. I felt so fortunate to work where I believed I was lucky to run into him; it felt a little bit like ‘home’ in the hallway of my workplace. I feel so deeply grateful that I got to spend as much time as I did with him at this last company picnic. As he scooted around in the golf cart, Kathy Schrantz and I flagged him down and hitched a ride to the garage to drop off some trash. It was there we all commenced to speak at length about this or that. I felt a little bit piggish, stealing away so much ‘Mr. Tillotson time’. At one point, he confided in us that the REAL story was that his son-in-law Kurt was in fact a total a%&hole and that Kim was a complete phony, all the whileKurt was standing right next to him. But he couldn’t keep that joke going for too long and he reiterated rather quickly how much he loves his family and how it was the most important thing of all. And much was then said about how fortunate he was. I only hope he knew, if even a little bit, the immense appreciation I had for such a wonderfully big heart in this little world of mine. I will still be looking for advice from him as I believe that now, he is even bigger. Allison Meredith | 47

48: My story involves three different situations. My first week working here, I saw WJ Tillotson's name appear on my phone, I completely lost my breath and got weak in the knees. I answered and he said “Can you come up and see me?” I had never met him before and couldn’t think of any reason why the Chairman of the Board would want to talk to someone like me, so I thought I was getting fired (by the way, I am not the only planner who had this experience and went through this same thought process). I got up to his office and he sat me down and we talked for about 15 minutes. He let me know what we stood for at Hefren-Tillotson, he told me stories of people who had started in my position and had become extremely successful and how proud he was of those people, he talked about Kim and Craig and there roles in the company, and he finished by saying we expect the same out of you. I have not forgotten that, and I don’t think I ever will. I don’t think there was ever a time that I was in his office that he didn’t mention that he believed in me. I have told people at other companies that story, and they are shocked because that just doesn’t happen at other places. I think he genuinely had an interest in every person here and was excited to see everyone here succeed. | Continued... | 48

49: Funny Story: The whole financial planning department was in the elevator with him and a random guy. It was a bit awkward by how many men were in there together. True to form, he lightens up the mood with a joke and says “okay, you hold him down and I will grab his wallet”. We all thought it was quite funny, I don’t know if the random guy agreed. Life Lesson: Mr. T. told us planners when we had lunch with him at the Duquesne Club about all the ups and downs of owning a company. He mentioned that there were moments in the past that things were tough for the company. He said that one thing he never did was take that grief or anxiety home with him. He said there is no point in getting your wife upset over things like that. I have thought about that when having a bad month in production. It doesn’t do any good to come home in a bad mood and affect your family negatively. Ben Montgomery | 49

50: I believe it was his first day interning with the Pittsburgh office in the summer of ’06. My son, Justin, was on the 4th floor with Donna getting his work for the day and your dad walked over to him and said “What’s your name, come with me, I need your help”. So Justin followed your dad, thinking he had an important ‘job’ for him to do. They got on the elevator, walked out the front door and headed to the parking garage, your dad explaining to him how he needed someone tall because he had bent his car antenna that morning going into the garage and couldn’t reach it. I’m sure back then Justin told me most of what their conversations were about on the way back and forth to the garage/office, but one of the things I do remember is him telling me your dad was sharing with him stories of fights he got into when he was younger, how he had to hold his own cause he was smaller, but because Justin was so big, no one probably messed with him but then made sure Justin knew that he was not condoning fighting. Justin got such a kick out of both his ‘job’ to fix the antenna and also the conversation between him and your dad. He was a wonderful man and always made everybody feel a part of his family! Nancy Gunter | 50

51: Life brings simple pleasures to us every day. It is up to us to make them wonderful memories. ~Cathy Allen | 51

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53: 53

54: What I can remember from Day One was that Bill Tillotson was a father figure. He always asked if we were having fun and relayed stories that clients told him about us. The very first Christmas party we had was at the LeMont. Bill normally had first-time employees sit with him, so Julie and I were at his table. I was really nervous. He was throwing out one liners, and Julie was bouncing them right back at him. I thanked him for his leadership, but more importantly, he made us feel like family members. He always said he made a mistake by not hiring my son, Jared. He told Jimmy, my other son, that he looked forward to having him work at HT. Bill and Carol are genuinely kind people and I’m so proud to be of his team. The best team I have ever played on. Jim Sadowski | 54

55: No matter how busy, Mr. Tillotson always took the time and had a way of making everyone feel special. I am blessed to be a part of his Hefren Tillotson family and will always remember his guidance and kindness. Donna Hill | 55

56: Over the past year, I had the opportunity to have several talks with Bill Tillotson. The one I remember most is when he stopped by my office and we chatted for a good 35-40 minutes. We talked about a lot of things. He shared several stories about how he built the business and the importance of integrity in all facets of life. Throughout my professional career, I have had several people who helped me along the way, but I never really had a mentor. Those conversations with Bill made a lasting impression on me, and I will always think of him as my mentor. Life is ultimately about the legacy we leave, and Bill Tillotson is unique in that his legacy includes several tremendously positive elements. The first is a loving family. The second is a successful business. The third is that he will be remembered as a “good guy.” Many people leave a legacy that includes two of the three elements, but very few can do them all. | Continued... | 56

57: When a friend of the family passed away several years ago there was a note on an arrangement that simply said “Job Well Done.” It stayed with me because in those three words it said what we are all striving for and that is to have our lives mean something. I think your Bill Tillotson should be remembered by “Job Exceptionally Well Done.” Al Weber | 57

58: When I was in the interviewing process with HT, I had to interview with Mr. Tillotson. In the middle of the interview, a question came up that he wanted to ask Lillian, so he picked up the phone and dialed her extension. She wasn’t at her desk, and when she didn’t answer, he slammed the phone down and grumbled and said “I don't know how many times I almost fired her!!.” Luckily I had been warned about his crazy sense of humor and knew he was kidding. I came to appreciate this joke even more when I became an employee and realized just how valuable Lillian is to this company! I have his “Life Lessons” brochure with his picture and the “Because You Have Lived” inside it on my desk, and I plan to keep it there. Lori Wildman | 58

59: I can’t remember whether it was Kim, Sharon or Craig who talked about how he looked you right in the eyes when you were talking. You had his full attention. That was so true. He was truly interested in what you had to say and he didn't look around when you’re talking to him. He was kind but firm – and he told it like it is. He told me something straight out one time and I actually laughed and said “don’t hold back on my account” and he started laughing and said he never would. I told Kim that aside from my own Dad, I admired him more than any other man I’ve ever known. In all my years here, I can honestly (and fortunately) say he was only upset with me one time. About two years ago, he called me to tell me that he was upset about something that happened. I did the only thing you should ever do when you got a call like that from him..I apologized over and over.told him I’d make sure it never happened again. He didn’t tolerate excuses – he just wanted to make sure he got his point across and you knew exactly where he was coming from. Needless to say, I was nervous and upset and I think he could tell that. At the end of the call, he said “You know I still love ya” and I breathed a sigh of relief. But then I said “I love you too” and I held my hand over my mouth thinking ‘I can’t believe I just said that’. I hung up the phone and started laughing. But you know, that’s something I would’ve said to my own Dad Kathy Schrantz | 59

60: To the Tillotson Family, There are so many memories of Bill that it is difficult to narrow it down to just one, but I will. The first meeting we did together Bill said to me, “I want you to sit there and not say a thing..I mean it - not one word, in fact, sit on your hands!” So the client arrives with his spouse and sits across the desk from Bill, and I sit against the wall sort of off in the corner as Bill begins his introduction of the firm, me and of course himself. I feverously begin writing down all of what the client is saying, filling out the Masterplan form as I have many times before, when the client actually turns toward me and directs a question to me, “Andrew, how long have you been in the business and where did you go to school?” I was looking down since I was taking notes, but I glanced up and Bill wasn’t saying a word!! 10, 15, 20 seconds of silence tick by seeming like an eternity, when the client addresses me again with the same question, “Andrew, how long have you been in the business and where did you go to school?” I am beginning to sweat, thinking did Bill not hear him of course he heard him. Bill had stopped talking so he must have heard him. After another 10 or 15 seconds of silence Bill answers him 8 or 9 years Andrew has been with us he is one of our smart young people..and he went to Grove City College, of course it is no Allegheny but a good school. Bill always joked with me about Grove City being good but not an Allegheny College. After the meeting I said why did you wait to answer him when he asked me a question, and Bill said, “I was testing you to see if you listened to me, God gave you one mouth and two ears looks like you got them in the right place” then he gave me a smile and told me good job! | Continued... | 60

61: After 17 years of working at Hefren-Tillotson, I have learned many lessons from Bill and to summarize them, they are as follows: You must maintain a cooperative spirit with your co-workers, and remember to set aside your pride. Second, in order to move forward, you must exercise courage and at times take on projects which seem overwhelming. Third, he taught me persistence and to have a tenacious spirit to overcome adversity. Fourth was to not have pessimistic thoughts or emotions. And finally, to let things go, in my mind Bill’s best quality. God Bless you Bill, and thank you Tillotson Family for sharing Bill with me! Andrew Patterson | 61

62: Funny Story After graduate school, I was hired by HT into a Financial Advisor position. Around the time I was to start, I ran into Mr. Tillotson in the parking lot of the Butler Country Club. We started to talk and he asked what I was going to be doing now that I was graduating. I responded to him by saying “I am going to be working for you. Craig hired me a few weeks ago.” We both laughed! Then he continued on describing the excitement he had for HT and the people there. Lesson Learned In the midst of the 2000 – 2002 market downturn, the firm chose to eliminate individual stock management and focus instead on asset allocation and manager selection. The transition was very painful given our failures and the difficult market conditions. Tough decisions needed to be made and they were. One of the lessons Mr. Tillotson highlighted from the experience was the importance of learning from our mistakes. He said “Mistakes will happen. The most important thing is what you learn from them”. From that time to today, my response to a mistake of my own and others has been one of learning and wisdom gained, rather than being paralyzed by regret. We should take responsibility for our errors or mistakes, make the decisions to correct the situation, then move on with an understanding that will prevent a recurrence. | Continued... | 62

63: Lesson Learned I met with Mr. Tillotson the evening before he passed away. The purpose of the meeting was to discuss the steps that needed to occur to keep HT profitable. One would think that the emphasis of a meeting on profitability would be centered on the shareholders – boosting profits and increasing dividends. While Mr. Tillotson obviously understood the importance of shareholder return, he spent much of the time talking about the people at HT and our responsibility to them. Insufficient profitability risks the livelihood of HT employees. He also talked considerably about the bright young talent in the firm and the joy of seeing people develop over time, giving multiple examples. The point was, while the numbers are important, it was the people who really mattered in the end. Mr. Tillotson’s Personality & Trust I laugh when thinking about several meetings over the years that began with an afternoon call to his office. Once there, I sat across the desk from Mr. Tillotson, notepad ready, with the door closed. With a red face, sitting upright in his chair, looking into my eyes, he started with the phrase “What the f*** are you guys thinking”! As we would discuss the subject, he always came around in a supportive way of what we were doing. While maybe not always agreeing with the decision, he always trusted in us than we would respond appropriately. | Continued... | 63

64: Impact on My Life My career development at HT originated from a decision by Mr. Tillotson (and Kim & Craig) to give me an opportunity to pursue my interests and develop a research area within HT. I will always be grateful for the opportunity given to me and the patience and guidance demonstrated over the years. That one decision profoundly altered the course of my life. Other Memories - When seeing someone, Mr. Tillotson would often act as if he did not know the person and introduce himself.....”Hi, Bill Tillotson.” - Mr. Tillotson was a stickler for starting meetings on time and confronting those who showed up late. - I caddied for Mr. Tillotson in high school, recognizing quickly his competitiveness on the course and the surprisingly low score he would shoot despite the distance of his shots. - Mr. Tillotson gave me a recommendation in my application to Allegheny College, which is probably the only reason I was accepted into the school. Don Belt | 64

65: Kim - First and foremost I was so impressed with the amount of people that showed up to pay their respects to your dad It was quite apparent how beloved he truly was. And the speakers, Amazing Grace performance, and especially the tributes to your father by you, Craig and Sharon were unbelievably touching, heartfelt, and humorous. What I wanted to personally share with you Kim is that as I sat there listening to all the people talk about Mr. Tillotson, it genuinely made me want to be a better person, father, husband, brother, employee and Financial Advisor. It actually made me wonder what those around me would say at my funeral someday (hopefully far off in the future). If I could even garner a fraction of the warm wishes, fond memories, admiration, respect, and love that your father received, then I know I had lived a good life. What Mr. Tillotson did tell me (as you or Craig also mentioned), and what I have always followed as great advice was that you should always do what is right by your clients or during life in general, so that you won’t have to answer questions later (or some version of this advice). That will stay with me for the rest of my life. It was a memorial that I will never forget, and one that will constantly remind me to strive to have positive impacts on my family, my community, my clients and anyone that I come in contact with. With warmest regards. Jim Ferrell | 65

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67: 67

68: A few of my memories of our Chairman 1. He called and left me a voicemail after my first “big” month. When I first started to play the voicemail and heard his voice, I thought “uh-oh did I do something wrong?” On the contrary, it was just a congratulations call but it said a lot that he even noticed such a relatively “small” accomplishment. 2. At the 2009 picnic, he took time to speak with Shana and me. Shana mentioned how much I enjoyed what I was doing. He excitedly told Shana that she wouldn’t believe where I’d be in 10 years and how much success this business could bring to our family. Also, I mentioned how much I look up to Kim for the person she is and a leader in the community. He gushed over her and told me how she is his “angel” and that he was really proud of everyone at the company. | Continued... | 68

69: 3. My favorite, because it is recentI was coming to work a few months ago and pulled off into our office park. It was relatively early and the Wexford lot was pretty empty. However, this car in front of me was moving way too slow in my mindthen, just my luck; they are pulling into our parking lot. I’m wondering whose client is holding me up when out steps Mr. Tillotson (I was glad I hadn’t honked). We walked in together and chatted for a few minutes. I thought to myself, I know he knows I work here, but I am not sure if he remembers who I am because I hadn’t seen him in a while and unfortunately we never spent much time together other than some brief interactions at company events As we finished speaking, he said something to the effect of, “John – keep up the good work. I am watching the numbers and you are doing well. We’re really proud of you and keep it up.” I really appreciate that on the few occasions we spoke he was very encouraging and was vocal about it. In a business where you can feel a little isolated, especially starting out and wonder if anyone notices what you do - good or bad – that feedback and encouragement from someone I looked up to was appreciated and always motivated me. Also, I am grateful for him building a company that truly does strive to serve it customers, that has a family atmosphere and is a force for good in the Pittsburgh community and beyond. I’m excited and encouraged about what Hefren Tillotson can accomplish because of the foundation Mr. Tillotson has laid for us. John Mackie | 69

70: The 5th Floor On Thursday, October 14th, Willard Tillotson passed away. As the chairman of Hefren-Tillotson and a man deeply involved in the Pittsburgh community, his funeral was attended by the hundreds. Even though I had the pleasure of meeting him, as briefly as it was, we shared a good laugh. Ting! I was standing in the first-floor lobby of Hefren-Tillotson, one of the largest financial planning firms in Pittsburgh, when the familiar ring sounded from the world’s slowest elevator known to mankind. Fidgeting, I tried to remember everyone’s names, what floor they worked on, and where their offices were. As the new temp-receptionist, it was my job to answer the phones, escort clients, type up seminar reports, and run errands if asked to do so. However, and most importantly, my main job was to deliver the mail. I had been trained for two days, but today I was on my own, and had already delivered mail to the wrong person, twice. I sighed and eased my back onto the cold wall of the elevator. I keep messing up. I’ve been looking for a job forever and now I’m screwing up, I thought. The doors were sliding shut, when I heard muffled voices enter the lobby; I thrust my hand forward, holding the elevator. “Hello Maryam,” a familiar voice said. “Oh, Hi Ms. Lillian,” I responded. Lillian waltzed in. Upon entering, she smiled and lengthened into her height, relaxing. Following close behind was a man in a dark grey suit. His exterior was calm, pleasant. He entered the elevator with his head slightly bent forward and squinted in my direction, while smiling. "Oh hello!” He said. This has to be Mr. Tillotson, I thought. I hadn’t met him yet, the man who pioneered Hefren-Tillotson, who envisioned its longevity. “Hi!” I squeaked. “And you are?” He said, extending his hand, while leaning forward. “My name is Maryam sir. I work on the third floor, at the reception desk, with Ms. Barbara. “Oh, you mean the fifth floor,” he said, nodding confidently. And that’s when I panicked. What? No, I work on the third, but there’s no way there’s a fifth floor?! Oh no, I’m probably....no one told me! | 70

71: Lost in my thoughts, I continued to badger myself and contemplate whether or not I should correct him (And hoped the elevator would increase its speed! You and I both know it didn’t, so I was stuck). And Mr. Tillotson was convincing, he stared blankly as if waiting for me to agree that I indeed worked on a fifth floor or that one even existed. As I stood there, he stared me down. “Wellum, no sir. I am sure it’s the third floor and there isn’t” But before I could finish, Lillian stifled a chuckle, which was followed by Mr. Tillotson’s hearty laughter. “Oh.” I said, relieved, and let a nervous giggle escape. “Haha! I had ya there!” Mr. Tillotson continued to laugh and patted me on the shoulder, reassuring, kind. “Well, it was nice meeting you.” I stepped off the elevator, walked to my desk, thankful that the boss wasn’t as hard on me as I had been on myself. Maybe Mr. Tillotson sensed my nervousness or noticed the worried look on my face. I don’t know for sure how he knew, but what I do know is that moment in the elevator changed how I felt about my job performance (and how I felt about myself in some way). Maybe joking around was his way to create laughter and get people to laugh at themselves, when they forgot to; to create laughter with another is one of the sincerest ways to connect and communicate a message of our sameness; a message of our ultimate desire to feel good about our lives. I still deliver the mail to the wrong person or forget someone’s name occasionally, but I just laugh at myself now. And I think maybe that pat on the back from Mr. Tillotson was saying that in a way; maybe that joke was his way of saying it’s just your first week, and you’ll get it. Thank you Mr. Tillotson, I did. Maryam Abdul-Qawiyy | 71

72: Every year about this time (fiscal year end) we would be meeting about accruals and such, and we would start thinking back to the “old days” when what we have done this month was more than we had done all year. He would look at me and we would both get “sloppy” as he called it, thinking about all the fun ( he always thought we should enjoy what we do) we have had getting to this point and all of the great people that have been associated with Hefren Tillotson throughout the years. Marge Brawdy | 72

73: Bill Tillotson was my "Buddy". He loved his family,business and golf. He told me frequently that the day Carol said "yes" was the best day in his life. He had great pride in the character and accomplishments of their family. Bill was all business when it involved business. The Livingstons owe much to his Masterplan! His golf rules were simple, He would drive the cart and keep score. All were to get out of his sight -SHUT UP-when he addressed a shot or putt--OR ELSE! Bill understood the power of positive thinking. Who else would drive to Tampa for the super bowl- misplace the tickets-think it was great to drive home-watch the game on TV-and avoid the after-game traffic. Kim gave me a great compliment when she once told me her Dad and I came from the same mold. We shared many experiences including both being born on July 26. Carol and Bill were guests in our home last July for the Livingston traditional MEATLOAF dinner-Great fun! I once heard that when you lose someone you love--a great memory is created. All who knew Bill have great memories. God Bless--Ron Livingston, Sr. | 73

74: Dear Mr. Tillotson, You are the wisest man I have ever known. King Solomon is my biblical hero. Mr. T, you are my real life hero. As a tribute to you, I wanted to give you a series of “Thank You’s” joined with some of the words in the Book of Proverbs that resonate with me when I think of how you modeled them. THANK YOU FOR BEING A GENEROUS MAN Oh my, you are so generous. I not only think of the countless significant personal checks that you wrote to support the charities of my involvement (including Mom’s ALS Fund), but how about all of those “Simon Family Steelers Ticket Pleas”? Here’s to you, Mr. T! 3:27-28 Do not withhold good from those who deserve it, when it is in your power to act. Do not say to your neighbor, “Come back later; I’ll give it tomorrow” - when you now have it with you. 10:24 One man gives freely, yet gains even more; another withholds unduly, but comes to poverty. 10:25 A generous man will prosper; he who refreshes others will himself be refreshed. THANK YOU FOR YOUR HARD WORK AND TENACITY Mr. Tillotson, when I cold-called you 18 years ago at 7:30 a.m. on that Friday morning, I was hoping you were in and thank God you were! I will be forever thankful for you being there on that morning. Thank you also for keeping the firm afloat in the ‘70’s! 10:3 Lazy hands make a man poor, but diligent hands bring wealth. 12:11 He who works his land will have abundant food, but he who chases fantasies lacks judgment. 24:10 If you falter in times of trouble, how small is your strength! | Continued... | 74

75: THANK YOU FOR THE WORDS OF ENCOURAGEMENT AND APPRECIATION There was not a time I spoke with you, whether over the phone, in person, or “on the elevator”, that you did not compliment me on my success and progress and say how proud you are of me and my group. 25:11 A word aptly spoken is like apples of gold in settings of silver. 15:4 The tongue that brings healing is a tree of life, but a deceitful tongue crushes the spirit. THANK YOU FOR TEACHING ME HOW TO BUILD A BUSINESS Prior to joining H-T, I was a product salesman. I was taught to move money from one product to another. I did not listen to the customer. I was failing because I knew this was wrong. There was no team approach. I was on my own. You showed me the right way and I am forever grateful! 10:2 Ill-gotten treasures are of no value, but righteousness delivers from death. 10:9 The man of integrity walks securely, but he who takes crooked paths will be found out. 13:11 Dishonest money dwindles away, but he who gathers money little by little makes it grow. 15:22 Plans fail for lack of counsel, but with many advisers they succeed. 16:13 Kings take pleasure in honest lips; they value a man who speaks the truth. 18:24 He who answers before listening - that is his folly and his shame. THANK YOU FOR PROVIDING AN OPPORTUNITY TO LEAVE A LEGACY Without Hefren-Tillotson, I would have probably always had a good job and met the needs of my family, but I never would have built a business that will provide for my children’s children. Being a shareholder in the firm is a dream come true. Thank you. 13:22 A good man leaves an inheritance for his children’s children, but a sinner’s wealth is stored up for the righteous. 22:7 The rich rule over the poor, and the borrower is servant to the lender. | Continued... | 75

76: THANK YOU FOR BEING HONEST WITH YOURSELF! I remember early on when I joined Hefren-Tillotson, you said that if a paint job needed done in your home then you were better off coming to the office on Saturday morning and earning the money to pay a painter versus doing the paint job yourself. It is a win-win. The walls look better so Carol is happy and you enjoyed your Saturday morning! I feel exactly the sameask Jenn! 13:23 All hard work brings a profit, but mere talk leads only to poverty. THANK YOU FOR PROVIDING FOR AND LOVING YOUR FAMILY If you did not bring your daughter and son into the firm, there would be no firm. I am forever grateful. I love Kim and Craig very much. The constant edification back and forth of the pride that the Tillotson family has for one another is so motivating! 15:27 A greedy man brings trouble to is family, but he who hates bribes will live. 17:6 Children’s children are a crown to the aged, and parents are the pride of their children. THANK YOU FOR TAKING CARE OF YOUR HEALTH I will never forget my first day on the job at Hefren-Tillotson. At 2 p.m. in middle of the afternoon, I snuck out of the office to work out at The City Club. After getting settled in the weight room, who did I see, but you! My heart rate jumped. I thought, what must you be thinking, what a sluggard I must be! Well, I approached you and your response was, “Let me tell you something, Jay, NEVER quit exercising.” Wow, did you earn my respect! 16:31 Gray hair is a crown of splendor; it is attained by a righteous life. 18:14 A man’s spirit sustains him in sickness, but a crushed spirit who can bear? | Continued... | 76

77: THANK YOU FOR YOUR HUMILITY You got more joy seeing us succeed than you did of your own success. Investing in others is not normal in this business. Thank you for setting the bar! 18:12 Before his downfall a man’s heart is proud, but humility comes before honor. 27:2 Let another praise you, and not your own mouth; someone else, and not your own lips. THANK YOU FOR YOUR BEAUTIFUL MARRIAGE Carol is class, love and respect. What a beautiful woman you married! Every time I see your wife I marvel about her poise, class, and care. You married up, Big Boy, and so did I! 18:22 He who finds a wife finds what is good and receives favor from the Lord. 31:25 She is clothed with strength and dignity; she can laugh at the days to come. 31:28 Her children arise and call her blessed; her husband also, and he praises her. THANK YOU FOR YOUR LEGACY OF WISDOM Mr. Tillotson, you will be forever remembered. I pledge to do my best to honor your name and firm for our children’s children. 12:8 A man is praised according to his wisdom, but men with warped minds are despised. 20:15 Gold there is, and rubies in abundance, but lips that speak knowledge are a rare jewel. 10:17 A kind man benefits himself, but a cruel man brings trouble on himself. 22:1 A good name is more desirable than great riches; to be esteemed is better than silver or gold. Love, Jay Michael Simon | 77

78: Summer Time!

80: The memorial service for Mr. Tillotson was the most moving, inspiring service that I have ever attended. What a great tribute to an even greater man. I left the service promising myself to apply the life lessons learned from your father’s life – work hard, always be thankful, love your family, and share your talents and gifts – to name just a few - and to always respect others. You are truly blessed to have such a wonderful father! Jane Dixon | I met Mr. Bill Tillotson while working at The Butler Country Club. From day one he was a fine gentleman. He always took time to talk to me when at the club. I am pleased to have known him, and he will be greatly missed. William Hildenbrand, Cranberry | To all the Tillotson family, I repeat my Dad's note, "We have lost a good friend." You are in our prayers. It was great to see Mrs. Tillotson and some of the grandkids at Butler Country Club this summer. Mr. Tillotson made such an impact on Western Pennsylvania and the area is lucky to have you carrying on his legacy. Charlie Wilson, Roswell, Georgia | 80

81: I had the good fortune of collaborating on a writing project with Mr. Tillotson for a few months during the early 1990s. While the project never amounted to anything, I found Mr. Tillotson to be a man of honor and integrity. May he live forever in the hearts of all who knew him. Robert Mendelson, Pittsburgh, Pennsylvania | Dear Tillotson Family, You all have my deepest sympathy and will be in my thoughts and prayers. Once I turned 18 and graduated high school, I was lucky enough to be chosen to become an intern with Hefren-Tillotson. As time went on and I graduated from Bradford, I was even more blessed to become a full time employee of the firm. I learned so much in the time that I worked there and will never forget thinking of Hefren-Tillotson as my first "real" job. I remember Mr. Tillotson always being pleasant and kind to me. His daughter, Kim, was always the same way. Although I was low man on the totem pole at the time, I was always treated with respect, kindness and generosity. I remember being so amazed that two of the biggest members of the company actually knew my name. I will always be thankful that I got to be a part of such a wonderful working family. The world is now truly one gentleman short. With fond memories, Sara Masullo, Pittsburgh | 81

83: We love you Mr. T!

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