This document discusses executive compensation at financial institutions. It provides context on the structure of executive compensation packages generally and how they have changed over time. While compensation structures are similar across industries, the document argues executive compensation at financial institutions should better account for risks to stakeholders beyond shareholders, as excessive risk-taking contributed to the global financial crisis. The crisis has spotlighted compensation at financial firms and led to reductions, especially for CEOs, though broader reform is still needed.

1. Executive Compensation at Financial Institutions
Executive compensation at U.S. companies has become dramatically disproportionate relative to the average
workers at those companies over the past 25 years. Now, the current global financial crisis is putting a harsh
spotlight on executive compensation at financial institutions in particular. This report looks at the basic nature
of executive compensation packages and the issues or concerns that have been raised about them. That
information provides a context for looking specifically at financial institutions: what makes their executive
compensation programs different and how the current financial crisis is going to affect those programs.
Executive compensation refers to the mechanism that corporations use to pay their senior executives. Publicly
traded companies are required by the Securities and Exchange Commission (SEC) to report and explain
compensation paid to these senior executives. Senior executives usually include the CEO, CFO, and three other
highest-paid employees identified in a company's financial reports. These executives are the primary operational
agents for shareholders hired by the Board of Directors and employed to lead the firm.
Companies attempt to structure their executive compensation packages to recognize the special role played by
their CEOs and other executives as the public leaders of the companies. Executives act as operational agents for
shareholders of a company, so executive compensation is structured to offset a potential agency problem. In
essence, this agency concept refers to the supposition that senior executive officers of companies with numerous
stakeholders will act in their own best interests to maximize personal gains before the interests of the many
other stakeholders of the firm, in the absence of proper controls.
To address this agency problem with company executives, executive compensation plans rely heavily on
bonuses and incentives that are tied to how well those executives lead the company to generate greater
shareholder wealth. However, executive compensation has exploded since 1980 both in absolute dollars and in
relationship to compensation of other company employees. Publicity about extreme cases has triggered anger
and potential legislation to change how executive compensation works and constrain how much executives are
paid. There is heightened sensitivity now to apparent excessive executive compensation at financial institutions,
focusing on ones being bailed out of trouble with taxpayer dollars. As a result, the U.S. federal government is
actively changing executive compensation at financial institutions.
A compensation package is put together to address multiple objectives: attract talented employees, retain
employees who perform well, and focus employees on contributing to the success of the company. Especially in
the case of executive compensation packages, those packages must recognize the special public leadership role
provided by executives and must ensure that the company and executive interests are aligned. Executives are
agents for the owners of the firm and to avoid any agency problem of conflicted interests their compensation
packages are carefully crafted, trying to induce and reward high performance and success for the firm. High
performance is usually associated with generating shareholder wealth.
Base salary is the fixed portion of executive compensation usually determined by using salary surveys and
analyzing pay at market peer companies. Variations relate to previous experience and demonstrated skills. For
corporate executives base salary is defined in an employment contract and thus not tied to performance.
Because salary is fixed, other components of a compensation package often are expressed as a function of base
salary. For example, a target annual bonus may be set at some percentage of base salary.
An annual bonus provides a variable payment to the executive that is only paid when specified performance
measures reach pre-defined thresholds. The bonus payment is usually cash and the performance measures
reflect important aspects of corporate performance, although sometimes measures relate to individual
performance. No payment is made unless the performance measure reaches a minimum threshold at which point
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2. a minimum percentage of the target bonus is paid. The bonus payment can increase up to some maximum
payment corresponding to the performance measure reaching some cap or maximum level.
An example bonus plan might be to pay a target bonus of 30% of base salary if the firm achieves earnings per
share of a set amount. The minimum performance threshold might be 85% of the performance target and pay at
85% of the target bonus. Similarly, the maximum threshold and payment might be set at 110%. The Board of
Directors' choice of performance measures and target results expresses the corporate goals the executive agent
should be trying to achieve for the company's shareholders.
Long-term incentives award an executive with corporate equity in the form of stock options and/or restricted
stock. Stock options vest over multiple years (usually 3 to 5 years), with incremental percentages of the stock
becoming exercisable (tradable) over the years. Stock options are only valuable if the stock price rises over
time. Restricted stock is granted (given to the executive without paying for them) with constraints such as
requiring them to be forfeited if the executive leaves the company within a certain time period (at least 3 years).
In both cases, the executive is encouraged to stay with the company and to ensure that the company sustains
good performance. Long-term incentives in the compensation package directly tie the interests of the executive
to the interests of shareholders by making the executive a significant shareholder as well.
Perquisites (often referred to as perks) are benefits provided to the executive. These perks include standard
employee benefits plus extra fringe benefits such as extra insurance, memberships in special clubs, and special
transportation privileges. This is usually a small portion of the compensation package, 2% to 3%. Perks are
intended to expedite the executives work efforts such as using club memberships to entertain customers or fly
on a company jet to reduce total time away from the office.
Severance agreements are a common component of an executive compensation package, especially when an
employment agreement is in place. A severance agreement spells out payments to be made to the executive
upon leaving the company involuntarily without cause such as when a company is sold or merged and changes
control of the firm. This type of agreement is often referred to as a "golden parachute" and typically consists of
payments of two to three times annual base salary and bonuses plus certain benefits. A severance agreement
intends to encourage executives to be objective during takeover or merger situations.
The SEC has had regulations in place for many years that require executive compensation to be presented in a
firm's annual report and proxy statement, plus Form 10-K filings. These rules try to limit asymmetric
information problems by having all publicly traded companies uniformly and consistently report the
compensation of senior executive officers. The rules have expanded over the years in an attempt to make
compensation more transparent and clear to investors and shareholders. Historically, the Board of Directors sets
executive compensation often with the help of paid compensation consultants and initial recommendations from
corporate management. The SEC requires that the outside board members (not firm employees) vote to approve
executive compensation.
Executive compensation is a concern of shareholders specifically and of the public in general. Shareholders rely
on the firm's executives as the shareholders' key operational agents running the company, plus shareholders pay
the firm's executives out of funds that otherwise would become profits. The general public has been especially
concerned about executive compensation since 1976 when modern financial analysis began looking at
managerial power as an agency problem.
Apparent excesses in executive compensation and dramatic growth since 1980 combine with publicized abuses
to draw ever more attention to executive compensation amounts and practices. In 1980 the ratio of CEO total
compensation to average pay for hourly workers was 42 to 1. By 2008 that ratio dramatically rose to 344 to 1.
The bull market of the 1990's coupled with heavy use of stock options for long-term incentives to drive up this
ratio. Changes in executive compensation have tracked the S&P 500 index (representing changes in stock
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3. prices), but does not track closely with corporate profits. This phenomenon matches recent research findings of
Gabaix and Landier, whose model of CEO pay shows that the dramatic growth in CEO pay from 1980 to 2003
is fully attributable to the growth in market capitalization of large companies for that period.
The dramatic difference between CEO compensation and pay for normal workers is very hard for those normal
workers to understand or accept. A survey of 2701 companies in 2007 found that the median total compensation
for CEOs was $2.5 million, but CEO total compensation for the 30 highest paid CEOs in 2007 was between $40
million and $322 million per year. And, in 2008, the average compensation of CEOs for the 500 firms in the
Standard and Poor's 500 (S&P 500) was $10.5 million per year. These huge numbers generate public anger,
especially among normal workers facing job losses and financial hardships. When companies do not perform
well for shareholders, then an agency problem is exposed suggesting that executives are not pursuing the
interests of the firm's owners as strongly as they pursue their own interests.
There are flaws in implementation for each component of executive compensation, at least in select cases. Many
companies have performed reasonably well over the years and pay their executives between 1% and 2% of
annual returns to shareholders - an acceptable amount. However, excessive or extreme situations are easy to
establish and generate negative publicity for underperforming companies during the current financial crisis.
Setting base salary can be problematic given that the SEC requires public disclosure for executive pay.
Competitive executives use the public information to negotiate higher salaries. This is further exacerbated by
published salary surveys that are used by companies and compensation consultants. This situation implies that
the SEC's efforts to limit asymmetric information have led to salary escalation.
Bonus payments have shown no significant correlation to executive performance. Relatively short-term annual
bonuses tied to accounting measures can be easily manipulated for short-term effect. Stock options as a long-
term incentive showed their flaws with the windfalls for executives that resulted in the 1990's when stock prices
rose dramatically due to industry and market trends, unrelated to executive performance. This windfall effect is
not filtered out to ensure a true reward for good performance by the executive. Perks have little to do with
executive performance and instead serve to separate and potentially isolate top managers from the rest of the
employees. A December 2008 survey by Watson Wyatt found that 21% of firms polled are reducing or
eliminating perks.
Severance agreements are useful to keep executives open to appropriate merger and acquisition opportunities,
but extreme versions are golden parachutes drawing negative attention to this component of compensation. In
2007 CEO severance packages at the top 200 publicly traded companies averaged $38.4 million. One extreme
case in 2007 occurred when Home Depot's CEO, Robert Nardelli, was fired and left the company with $210
million. The situation with Nardelli at Home Depot also highlights a flaw in severance packages that are
triggered even with the executive is asked to leave even when there is no change of control due to acquisition or
merger.
Abuses in executive compensation increase both shareholder and general public concern with what
compensation packages pay out, how they are established, and how they are implemented. The U.S. House of
Representatives undertook a study in December 2007 to evaluate the conflict of interest involved when
compensation consultants advise firms and their Boards of Directors. The study found that out of the 250 largest
publicly traded companies in the U.S., 113 firms received compensation advice from consultants that generated
significant revenue from these firms for other consulting services. The conflict of interest was pervasive and the
resulting level of CEO pay at the companies using conflicted consultants was 67% higher than the median
compensation at the other firms.
Another abuse of the compensation system for executives is highlighted by the 2006 stock options scandal
where over 100 corporations were investigated by the SEC for back-dating stock options for their executives.
Back-dating involves changing the date used to set a lower exercise price of stock included in the option. The
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4. payout for executives comes at the expense of shareholders. Stock options are intended to align executives with
the interests of shareholders, but in this case the executives were acting in their own interests.
Executive compensation at financial institutions is roughly the same as in other industries. The 2007 study by
the Wall Street Journal and the Hay Group compared industries for how compensation is split up within a
package. The average split over all business categories was 18% salary, 24% bonus, and 58% long-term
incentives. For financial institutions the split was only slightly different: 14% salary, 29% bonus, and 57% long-
term incentives. There were 55 financial firms included in the study out of 417 companies overall. The main
difference is in the heavier use of variable pay through bonuses. Earnings are the significantly predominant
performance measure used to determine bonuses in financial firms. This is the predominant performance
measure used in other business categories.
Although executive compensation is implemented similarly at financial institutions as it is at other businesses,
the special nature of banks and other financial institutions should be reflected in a variation in their
compensation plans. In recent testimony before the U.S. House of Representatives Committee on Financial
Services, Lucian Bebchuk identified an important distinction in executive compensation at financial institutions.
His point was that the financing structure of these firms and their compensation packages lead to excessive risk-
taking. Specifically, Bebchuk suggests that incentives are tied to "a highly leveraged bet on banks' assets."
Bebchuk argues that tying executive compensation heavily to bonuses and long-term incentives that relate
predominantly to accounting measures (such as earnings) reflects the interests of common shareholders and
ignores the interests of other important stakeholders of financial institutions: preferred shareholders,
bondholders, and depositors. A broader set of metrics to drive appropriate incentives for bank executives are
needed. Using bonuses and incentives to prevent any agency problems with executives at financial institutions
is flawed by concentrating only on common shareholders and stock price.
Executives at financial institutions are not the highest paid executives relative to other U.S. businesses and
financial firms are not the only ones with compensation packages that anger employees, shareholders, and the
general public. However, the current financial crisis has put a spotlight on these executives, especially the ones
receiving funds from the U.S. government. Examples from 2007 of extreme compensation amounts within the
financial firms included Goldman Sachs CEO Lloyd Blanfein getting $54 million per year and J.P. Morgan
Chase CEO James Dimon getting $30 million per year. In comparison to these packages, Countrywide
Financial CEO Angelo Mozilo received $102 million in 2007 before that company was acquired by Bank of
America and Mozilo was charged by the SEC with insider trading and securities fraud.
One result of the current financial crisis is lower total compensation for CEOs; CEO compensation dropped by
15% in 2007 and 11% in 2008 (IOMA, 2009). Much of the drop in pay is due to lower performance (lower
profits) by the CEOs' firms which affects bonuses and stock option (or restricted stock) valuations. In 2008
financial institutions' CEOs experienced a 43% drop in pay - significantly more than the average overall.
According to the National Bureau of Economic Research (NBER), the current U.S. recession began in
December 2007. One of the drivers of this situation was losses and write-downs that banks and other financial
institutions incurred by holding asset-backed securities (ABS) - in particular, non-prime mortgage-related ABS.
The prices of ABS of this nature dropped significantly following a rise in mortgage defaults and foreclosures,
which was a result of falling house prices and a weakening economy.
There has been a high level of complexity in the events surrounding this recession, but the majority of the focus
has been on the financial sector. Due to the significant losses on ABS such as those that were created from
pools of subprime - now seen as "toxic" - loans, bank failures were on the rise. The investment banking
business essentially ceased to exist in the U.S., at least in its current form, as companies like Bear Stearns and
Lehman Brothers filed for bankruptcy, Merrill Lynch was acquired by Bank of America, and Goldman Sachs
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5. and Morgan Stanley became bank holding companies. Exacerbating the economic downturn was the industry-
wide decision of bank lenders to limit the credit supply. The plunge in-house prices was coupled with a 52
percent drop in the S&P 500 stock price index from October 9, 2007 to November 20, 2008, and an oil price
shock.
Such shocks also slowed the demand for credit as a result of weaker future growth of income and profits.
Unemployment has also reached dizzying heights for the U.S. Since December 2007, 2.6 million workers have
been left jobless. Typically, the U.S. has an unemployment rate that is approximately half of that of its
European counterparts. Now, the unemployment rate in the U.S. is nearly touching on low double digits.
In the current global business environment, markets and economies around the world have become much more
interconnected. From an economic perspective, one could accurately assess this situation as strong positive
correlations among such nations. This tying together of the world's economies is linked to global markets and
international trade.
The U.S. recession has also had negative ramifications on its trading partners: according to the Economic Cycle
Research Institute (ECRI) six of the world's seven major developed countries that make up the G7 are now
experiencing a recession. Global gross domestic product (GDP), according to the International Monetary Fund,
is expected to decline by at least one-half basis points - the first annual decline in world GPD in 60 years.
The simultaneous slowing in economic growth in most of the world's largest economies also had a negative
impact on the U.S. economy as exports were a key source of U.S. economic growth in 2004-07. The "credit
crunch," as media outfits described the current situation, has global implications because international investors
are involved. There was a distribution of ABS composed of risky mortgages packaged and sold to banks,
investors, and pension funds around the globe. These repackaged debt securities became much more
sophisticated, as it was unclear how to define who owned the property, and the crisis really developed from the
mis-pricing of the risk of these products.
The government response to this economic crisis was to provide about $1.1 trillion in new liquidity, as well as
hundreds of billions of dollars in new capital for flailing institutions. The idea in Washington, D.C. was that
declining house prices triggered a financial crisis that could be alleviated only through government action (Hall
& Woodward, 2009). Both the Federal Reserve Bank (Fed) and the federal government supported a stimulus to
help restore full employment and offset the recession by lifting house prices and the condition of institutions
that are holding mortgages.
The U.S. Treasury Department (Treasury), under the guidance of former Treasury Secretary Henry Paulson,
created the Troubled Asset Relief Program (TARP) to recapitalize a range of financial institutions through a
series of quasi-permanent loans. It has invested in banks, AIG, and even one non-financial company, General
Motors. TARP has been designed to add capital to the firms which receive a TARP injection because these
firms do not have to pay it back until convenient. This program has been thought of as an important means of
providing liquidity in the financial markets, as the added capital makes banks more willing to lend by reducing
their fears of becoming insolvent due to an inability to meet their obligations should asset prices decline. Up to
now, banks have hoarded liquidity to cover any losses they might experience on their own books.
Furthermore, the Obama administration has collaborated with Congress to create a fiscal stimulus program - the
American Recovery and Reinvestment Act of 2009 (ARRA). The stimulus is well-diversified across the U.S.
and has been distributed in the form of spending increases and tax cuts. The purpose of the tax cuts is primarily
to reduce the cost of labor or improve incentives to work. Removing sales taxes and gradually bringing them
back in effect has been an idea proposed in this legislation and would stimulate immediate consumption
spending.
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6. On June 10, 2009, the Treasury issued an Interim Final Rule (IFR) in regards to executive compensation and
corporate governance provisions of the Emergency Stabilization Act of 2008 (EESA), later amended by the
ARRA. The IFR applies to firms that received or will receive financial assistance under the TARP and
consolidates or overrides previous Treasury rulings on executive compensation. However, there are exemptions
from certain provisions for TARP recipients that do not have outstanding obligations to the government.
Firms with outstanding TARP obligations are prohibited from paying or accruing any bonus, retention award, or
incentive compensation to certain employees. Depending on the size of the TARP financial assistance, this may
apply only to the single most highly paid employee. Larger firms have restrictions that apply to a greater
number of employees. For instance, the highest paid employee is the only individual bound by this provision in
firms receiving less than $25 million in financial assistance. The rule applies to the five most highly
compensated employees of a TARP recipient receiving between $25 million to less than $250 million in
financial assistance. Restrictions apply to a greater number of employees for TARP recipients receiving higher
amounts of assistance.
Golden parachutes for senior executive officers of firms receiving TARP assistance are now prohibited; these
senior executives typically include the principal executive officer, principal financial officer, and the three most
highly compensated executives. Furthermore, a provision in the IFR allows firms to seek a recovery or
"clawback" of any bonus, retention award, or incentive compensation paid or accrued to a senior executive or
one of the next 20 highly compensated employees when payments or accruals were based on materially
inaccurate financial statements or any other materially inaccurate performance metric criteria.
A compensation committee composed of independent members of the Board of Directors of TARP recipients
must be established by September 14, 2009, if not already in existence. The IFR states three main purposes for
the creation of this committee. The compensation committee must discuss, evaluate, and review executive
compensation plans to ensure that there are no incentives to encourage taking unnecessary and excessive risks
that could threaten the value of the TARP recipient. Secondly, a similar discussion, evaluation and review with
senior executives will be made to prevent compensation plans from encouraging a focus on short-term results
rather than long-term creation. Lastly, this process will be implemented in order to discourage the manipulation
of reported earnings to enhance compensation. All three provisions protect the stakeholders of a firm, whether
publicly traded or privately owned. In addition, Boards of Directors are required to offer "say on pay", a
nonbinding shareholder vote on executive compensation.
Another important development in the IFR relating to executive compensation is a requirement for TARP
recipients to develop an excessive or luxury expenditure policy. Such expenditures include: entertainment or
events; office or facility renovations; aviation or other transportation services; or any other similar perks or
events that are not reasonable for staff development, performance incentives, or other similar expenditures
incurred in the normal course of business. This provision is implemented to prevent situations such as the
executive officers of the Big Three carmakers who chartered private jets to Washington, D.C. to seek financial
assistance from the government. Such spending excesses will be eradicated with the implementation of this IFR
guideline.
The issue regarding executive compensation in industry has been an ongoing concern at least since the 1980s, as
the pay differential between senior executive officers and those of "rank-and-file" workers continues to spread
significantly, much to the dismay of the public at large. This paper looks specifically at this topic as it relates to
the financial industry, paying special attention to the recent events leading to the current recession in the U.S.
While many financial firms - and certainly all of the "bulge bracket" firms - have acted in aggregate in a similar
manner to other businesses, more scrutiny is placed on this industry due to its direct involvement in the credit
crunch and subsequent recession both domestically and in many partnering nations abroad.
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7. Executive compensation practices are undergoing significant reform driven by legislation and regulation
changes directed at financial institutions. One of the main objectives of reform in executive compensation in the
financial industry is to significantly improve on how compensation packages address the agency problem. To
curtail this dilemma, federal legislation was enacted in June 2009 to closely regulate executive compensation in
financial institutions, and others, who received funds from the federal government through the TARP. Specific
rules differ based on the size of TARP assistance received. There is ongoing discussion of how best to adjust
bonus and incentive compensation components to be more effective at aligning executive interests with all
stakeholder interests, given the special nature of financial institutions. Every aspect of executive compensation
is being addressed, including the elimination of golden parachutes (excessive severance packages) and
excessive expenditures on perks.
New regulations and legislation, as yet unproven, have come into place predominantly to more effectively
mitigate the agency problem in both the financial industry and other industries in general. Furthermore, these
changes have developed as a political response to the outcry from the public. It remains to be seen how the
financial industry will react to the changes, but the issue of executive compensation is likely to be highlighted in
popular press as well as academic studies for the foreseeable future.
REFERENCES:
Anderson, S. & Pizzigati, S. (2009). "The CEO Pay Debate: Myths v Facts."
Aubuchon, C., & Wheelock, D. (2009). "The Global Recession." Federal Reserve Bank of St. Louis: Economic
Synopses, 22, 1-2.
Bebchuk, L. (2009). "Compensation Structure and Systemic Risk.".
Bebchuk, L. & Fried, J. (2003). "Executive Compensation as an Agency Problem." Journal of Economic
Perspectives, 17(3), 71-92.
Gabaix, X. & Landier, A. (2008). "Why has CEO pay increased so much?" Quarterly Journal of Economics,
123(1), 49-100.
Griffith, J., Fogelberg, L., & Weeks, H. (2002, Summer). "CEO Ownership, Corporate Control, and Bank
Performance." Journal of Economics and Finance, 26(2), 171-183.
Grossman, R. (2009, April). "Executive pay: Perception and Reality." HR Magazine, 54(4), 26-32.
Hall, R., & Woodward, S. (2009, February 2). "The Financial Crisis and the Recession: What is Happening and
What the Fed Should Do."
Hoseman, L. (2009, May). "Recent Economic Recovery Legislation Contains Significant New Executive
Compensation Requirements." Employee Benefit Plan Review, 63(11), 32-34.
IOMA (2009). "Executives share the pain: Bonuses drop & pay falls 8 to 11 percent" (2009, June). Report on
Salary Surveys, 9(6), 1-15.
Jensen, M., & Murphy, K. (1990). "Performance Pay and Top-Management Incentives." Journal of Political
Economy, 98(2), 225-264.
Kliesen, K. (2009). "Putting the Financial Crisis and Lending Activity in a Broader Context." Federal Reserve
Bank of St. Louis: Economic Synopses, 11, 1-2.
7

8. Mankiw, G. (2006). "Gabaix on CEO Pay."
McTague, J. (2008, September 29). "Punishing the Bankers: Why It May Not Pay." Barron's, 88(39), 51.
Mizen, P. (2008, September/October). "The Credit Crunch of 2007-2008: A Discussion of the Background,
Market Reaction, and Policy Responses." Federal Reserve Bank of St. Louis Review, 531-568.
Murphy, K. (1999). "Executive Compensation," in Handbook of Labor Economics. Orley Ashenfelter and
David Card, eds. Amsterdam: North Holland, 2485-2563.
Popken, B. (2007). "CEO Pay up 298%, Average worker's? 4.3% (1995-2005)."
Sisk, M. (2009, April). "The Compensation Conundrum." USBanker, 119(4), 8-9.
Thompson, R., Holley, S., Wade, J., & Carr, M. (2009, June 19). "New Developments in Financial Institutions
and Executive Compensation: The Treasury Releases Interim Final Rule on TARP Standards for Compensation
and Corporate Governance." Corporate and Securities Law Alert: News For The Clients And Friends Of Bass,
Berry & Sims PLC., 1-6.
Toppin, C. (2007, Fall). "Reporting Executive Compensation: Comparison of Proxy Statement and Tax Rules."
The Practical Tax Lawyer, 53-59.
U.S. House of Representatives (2007). "Executive pay: Conflicts of interest among compensation consultants."
U.S. Treasury (2009). "Financial Regulatory Reform: A New Foundation."
U.S. Treasury (2009). "Executive Compensation FAQs."
Webb Cooper, E. (2009). "Monitoring and Governance of Private Banks." Quarterly Review of Economics and
Finance, 49(2), 253-264.
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