ConocoPhillips Deferred Compensation Programs … August 2017 2 Overview The ConocoPhillips Deferred...

ConocoPhillips Deferred Compensation

Programs (CPDCP)

Updated: August 2017 1

Table of Contents

Section

1. Overview ………………………………………………………….. 2

2. Recordkeeper …………………………………………………….. 2

3. Flowchart of CPDCP Components …………………………..... 3

4. Key Employee Deferred Compensation Plan (KEDCP)……... 4

5. Base Salary Deferral ………….…………….…………………... 8

6. Annual Bonus (VCIP) Deferral ……….…..…………….……..... 10

7. Performance Share Program (PSP) Award Deferral .….…..... 12

8. Value of Lapsed Restricted Stock/Restricted Stock Units ….. 13

9. Defined Contribution Make-Up Plan (DCMP) ………………… 14


Overview

The ConocoPhillips Deferred Compensation Programs (CPDCP) are a recordkeeping umbrella for certain nonqualified deferred compensation plans and features: the Key Employee Deferred Compensation Plan

(KEDCP), including its Post-Employment Payout and Date Certain Payout features, and the Defined

Contribution Make-Up Plan (DCMP). Each of these is governed by the official plan document pertaining to that plan.

The American Jobs Creation Act of 2004 (AJCA) added section 409A to the Internal Revenue Code, which changed rules for deferred compensation programs. To preserve the flexibility of the historical

ConocoPhillips plans, amounts that were deferred and vested prior to January 1, 2005 have been “grandfathered” and will retain the terms and conditions in effect at the time the AJCA became law (October 2004). For amounts that are deferred post-AJCA, the new rules will apply. Funds in each of the plans have

been segregated into pre-2005 (pre-AJCA) and post-2004 (post-AJCA) sources within the Vanguard recordkeeping system.

Recordkeeper

Vanguard is the recordkeeper for the CPDCP.

For current employees, there are three possible plan account types in the CPDCP. The account names match the types of distribution elections available:

1. Post-Employment Payout

• Annual bonus (VCIP) deferral • Base salary deferral • Performance Share Program (PSP) award deferral (for those eligible for PSP) • Value of lapsed Restricted Stock/Restricted Stock Units (certain pre-2005 awards)

2. Date Certain Payout • Annual bonus (VCIP) deferral • Base salary deferral • Performance Share Program (PSP) award deferral (for those eligible for PSP)

3. Defined Contribution Make-Up Plan (DCMP)

Investments include various mutual funds, the Stable Value Fund and ConocoPhillips stock fund

Vanguard provides the following:

• Quarterly account statements • Scheduled KEDCP payments • W-2’s for these payments

Vanguard will be the recordkeeper of any beneficiary forms


ConocoPhillips Deferred Compensation Program

Flowchart of Components

ConocoPhillips Deferred

Compensation Program

Key Employee Deferred

Compensation Plan (KEDCP)

Defined Contribution Make-Up

Plan (DCMP)

Performance Share Program (PSP) Deferral

Value of Lapsed Restricted

Stock/Restricted Stock Units

Annual Bonus (VCIP) Deferral

Base Salary Deferral


Key Employee Deferred Compensation Plan (KEDCP)

Purpose The Key Employee Deferred Compensation Plan (KEDCP) is a nonqualified deferral plan that permits certain key employees to voluntarily defer base salary, annual bonus (VCIP) that would otherwise be received in a subsequent year, and any Performance Share Plan (PSP) awards that would otherwise be

received in cash after the completion of the performance period. As a nonqualified plan, KEDCP is not subject to certain limitations imposed by the Internal Revenue Code on qualified plans such as the

ConocoPhillips Savings Plan.

Eligibility

Active employees in salary grade 19 and above on the U.S. Payroll are eligible to defer base salary and VCIP to the KEDCP.

Employees in salary grade 22 and above participate in the PSP, and PSP participants on the U.S. payroll

are eligible to defer their PSP award to KEDCP in addition to base salary and VCIP.

The salary grade in effect during the annual election period in October determines KEDCP eligibility for

compensation earned beginning with the following year.

Plan Features Eligible employees may defer compensation from the following sources:

• Up to 50% of base salary.

• Up to 100% of annual bonus (Variable Cash Incentive Program) actually paid.

• Up to 100% of Performance Share Program (PSP) award (eligibility for this program is salary

grade 22 and above).

Loans are not permitted against the account.

Exchanges between available funds may be made on a daily basis, subject to insider trading restrictions.

Annual Election Period During the month of October each year:

Online elections are available through Vanguard.

You may elect to defer a portion of your base salary expected to be paid, annual bonus

expected to be earned in the following year and your Performance Share Program (PSP) award expected to be earned in the three-year performance period starting in the following year.

You should elect an investment allocation and distribution option for these deferrals.

Elections to defer are irrevocable after the close of the October election period.

Funding KEDCP is unfunded.

A grantor “rabbi” trust has been established to provide assets for KEDCP payments.

The trust is an asset of ConocoPhillips. In the event of bankruptcy or insolvency, participants would

be unsecured general creditors, and the assets would be subject to the claims of the general creditors.

Distribution of Your Accounts For post-AJCA amounts, you may elect to defer payments from 1 to 5 years after separation from service, and to receive annual, semiannual or quarterly payments for a period of up to 15 years. All distributions will

be made on a calendar quarter, and payments may not begin before 12 months after separation from

service. For Date Certain elections, the distribution will begin in the calendar quarter following the date

requested and will be paid out on the distribution schedule you elected.


You may revise your post-AJCA amount distribution schedule, but if you do, you must make the election

at least one year prior to the expected commencement of the first payment, the revised schedule will not be effective for 12 months, and the election must postpone receipt of your distribution for at least five

years from the date previously in effect. Final distribution must occur within 20 years of your separation from service. See table on next page for additional information.


Payments from KEDCP (Post-2004 Amounts) This covers payments of:

Voluntary base salary deferral after 2004

Voluntary annual bonus (VCIP) deferral after 2004

Voluntary Performance Share Program (PSP) award deferrals (for those eligible to participate in PSP)

Age at

Termination

Type of

Termination

Payment Form

Optional Payment

Revision Schedule*

Any Any Must select form and timing of payments at the time of deferral:

Quarterly, semi-annual or annual

installments over 1 to 15 years

Beginning no later than 5 years after retirement or on a date

certain prior to age 65

Quarterly, semi-annual

or annual installments over 1 to 15 years, and

must begin no later than 5 years after retirement

If a participant dies, the account is paid to the beneficiary or beneficiaries on the same schedule as

the participant elected. If no election was made, default is lump sum immediately upon death.

Under current tax law, KEDCP payments are not earned income and do not reduce or

eliminate social security benefit payments.

Final distribution of all deferred amounts must occur within 20 years of your separation from service.

* Optional Payment Revision Schedule

Election to revise distribution schedule must be made at least one year prior to the expected commencement of the first payment, is not effective for 1 year, and payments must be deferred at least an additional 5 years. No more than 4 revisions may be made to the distribution schedule, subject to the rules stated above.

Taxation

FICA tax is due when:

• Base salary is earned.

• VCIP award is deferred.

• PSP award is deferred.

Federal and applicable state income tax will be withheld at the time KEDCP payments are made.

The amount withheld may not represent your total obligation.

• Form W-2 will be issued by Vanguard.

The success of the plan can only come by employees making an informed decision on the impacts of KEDCP. The choice to utilize KEDCP is yours, and in making your decision, you should consult with your personal financial advisor.


Payments from KEDCP (Pre-2005 Amounts) This covers payments of:

Voluntary base salary deferral prior to 2005

Voluntary annual bonus (VCIP) deferral prior to 2005

Value of restricted stock/restricted stock units vested prior to 2005 (deferred under plan rules), and

Your deferred lump sum from the Defined Contribution Make-Up Plan (DCMP), if you made an election to defer it prior to 2005

Age at

Termination

Type of Termination Default

Payment Form

Optional Payment

Revision Schedule*

55 or older Any 10 annual

installments

beginning the first day of the calendar

quarter one year after retirement

Quarterly, Semi-annual

or annual installments

over 1 to15 years, and must begin no later than

5 years after retirement

50 or older in calendar year

Layoff or Early Retirement

under the Retirement Plan of Conoco (but only with regard to

a heritage Conoco employee who was actively at work and at

least age 50 on August 30, 2002)

10 annual

installments beginning the first

day of the calendar quarter one year

after termination

Quarterly, Semi-annual

or annual installments over 1 to 15 years, and

must begin no later than 5 years after termination

Less than 55 Any except Layoff or Early

Retirement under the Retirement Plan of Conoco (but

only with regard to a heritage Conoco employee who was at

work and at least age 50 on August 30, 2002)

Lump sum at termination

None

If a participant dies, and the account is in payout status, the account is paid to the beneficiary or beneficiaries on the same schedule as the participant elected. However, in the event of financial hardship, the beneficiary or beneficiaries may request another payment schedule, subject to

corporate approval. If payment has not commenced, beneficiary may elect a different payout schedule than selected by the participant, in accordance with plan rules.

Under current tax law, KEDCP payments are not earned income and do not reduce or

eliminate social security benefit payments.

* Optional Payment Revision Schedule

A one-time irrevocable revision of the 10 annual installment payments schedule is allowed:

From 365 days to no later than 90 days prior to retirement at age 55 or above or,

Within 30 days after being notified of layoff in the calendar year in which the employee is age 50 or above.

Payment Schedule Options • 1 to 15 Annual Installments

• 2 to 30 Semi-Annual Installments

• 4 to 60 Quarterly Installment

Revision form must age at least 12 months to become effective.


Key Employee Deferred Compensation Base Salary Deferral

Provisions

Each year, eligible employees may elect to voluntarily defer their next year’s base salary from 1%

to 50%, and have an amount equal to the salary deferred credited to their KEDCP account.

The election to defer must be received in October each year and becomes irrevocable after the

October election period ends each year.

Eligible employees may indicate either a Date Certain Payout schedule or a Post-Employment Payout schedule.

Taxation

FICA tax is due on any voluntary salary deferral the time the salary is earned, and will be

withheld from your paid salary when the amount is credited to KEDCP.

Applicable federal and state income taxes generally will be withheld at the time the payments from

KEDCP are made. The amount withheld may not represent your total obligation.


Effect on ConocoPhillips Savings Plans

The salary deferral reduces the base salary eligible for participation in the ConocoPhillips

Savings Plan (CPSP).

The amount of salary deferred is used to calculate a benefit under the Defined Contribution Make-Up Plan (DCMP). The DCMP restores the missed Company match from the CPSP that would

have been received if your salary had not been deferred.

Effect on Retirement Benefits for ConocoPhillips Cash Balance Plan Participants

The salary deferral reduces the base salary eligible for calculating retirement benefits under the ConocoPhillips Cash Balance Plan.

The amount of the salary deferred will be used to calculate a retirement benefit under the Key Employee Supplemental Retirement Plan (KESRP), which is paid by the Company

The sum of the retirement benefits from the ConocoPhillips Cash Balance Plan and the Key Employee Supplemental Retirement Plan will equal the retirement benefits that would have been received if there had not been a voluntary salary deferral.

Effect on Retirement Benefits for Phillips Retirement Income Plan Participants

The salary deferral reduces the base salary eligible for calculating retirement benefits under the Phillips Retirement Income Plan.


The sum of the retirement benefits from the Phillips Retirement Income Plan and the Key Employee Supplemental Retirement Plan will equal the retirement benefits that would have been received if there had not been a voluntary salary deferral.


Effect on Retirement Benefits for Participants in the TOSCO Retirement Plans

The salary deferral reduces the base salary eligible for calculating retirement benefits under the

Tosco Pension Plan (TPP), Alliance Cash Balance (ACB), Contribution in Lieu of Pension (CILP), and Pension Equity Retirement Contribution (PERC).

In July 2007, an amendment to the Key Employee Supplemental Retirement Plan was

approved to include participants in the above Tosco plans.

• The amount of the salary deferred will be used to calculate a retirement benefit under the Key Employee Supplemental Retirement Plan (KESRP), which is paid by the Company.

• The sum of the retirement benefits from the Tosco retirement plans and the Key Employee Supplemental Retirement Plan will equal the retirement benefits that would have been received if there had not been a voluntary salary deferred.

Effect on Retirement Benefits for Participants in the Conoco Retirement Plan

The salary deferral does not reduce the base salary eligible for calculating retirement benefits under the Conoco Retirement Plan. However, benefits from the Conoco Retirement Plan may be limited by compensation restrictions imposed by the Internal Revenue Code. If such benefits are limited, they will be restored under the Key Employee Supplemental Retirement Plan (KESRP), which is paid by the Company.

Effect on Retirement Benefits for Burlington Resources Inc. Pension Plan Participants

The salary deferral reduces the base salary eligible for calculating retirement benefits under the

Burlington Resources Inc. Pension Plan.


The sum of the retirement benefits from the Burlington Resources Inc. Pension Plan and the Key Employee Supplemental Retirement Plan will equal the retirement benefits that would have been received if there had not been a voluntary salary deferral.


Key Employee Deferred Compensation Annual Bonus (VCIP) Deferral

Provisions

Each year, eligible employees may elect to defer up to 100% of any annual bonus award under the Variable Cash Incentive Program (VCIP) that is expected to be earned in the next calendar year (with any payouts to occur in the year subsequent to the year earned).



Eligible employees may indicate either a Date Certain Payout schedule or a Post-Employment

Payout schedule.

Taxation

FICA taxes are due on the full award amount regardless of the amount deferred. In all

instances, the amount being deferred to your KEDCP account will be reduced to cover required tax withholding, including income taxes on such reduction.

Federal and state income taxes are generally due at the time the payments from KEDCP are made.

Effect on Retirement Benefits for ConocoPhillips Cash Balance Plan Participants

The deferred bonus award reduces the compensation eligible for calculating retirement benefits under the ConocoPhillips Cash Balance Plan.

The deferred bonus award is used to calculate a retirement benefit under the Key Employee

Supplemental Retirement Plan (KESRP), which is paid by the Company.

The sum of the retirement benefits from the ConocoPhillips Cash Balance Plan and the Key

Employee Supplemental Retirement Plan will equal the retirement benefits that would have been

received if there had not been a bonus award deferral.

Effect on Retirement Benefits for Phillips Retirement Income Plan Participants

The deferred bonus award reduces the compensation eligible for calculating retirement benefits under the Phillips Retirement Income Plan.

The deferred bonus award is used in the final average earnings formula to calculate a retirement benefit under the Key Employee Supplemental Retirement Plan (KESRP), which is paid by the Company.

The sum of the retirement benefits from the Phillips Retirement Income Plan and the Key Employee

Supplemental Retirement Plan will equal the retirement benefits that would have been received if

there had not been a bonus award deferral.

Effect on Retirement Benefits for Participants in the TOSCO Retirement Plans

The deferred bonus award has no effect on the retirement benefit under the TOSCO retirement plans, the Tosco Pension Plan (TPP), final average earnings formula and Alliance Cash Balance (ACB) formula, the Contribution in Lieu of Pension (CILP) and the Pension Equity Retirement

Contribution (PERC) because the bonus award is not eligible compensation for those plans.


Effect on Retirement Benefits for Retirement Plan of Conoco Participants

The deferred bonus award has no effect on the retirement benefit under the Retirement Plan of

Conoco. The full amount of the bonus is considered eligible compensation, whether deferred or not. However, benefits from the Conoco Retirement Plan may be limited by compensation restrictions imposed by the Internal Revenue Code. If such benefits are limited, they will be restored under the Key Employee Supplemental Retirement Plan (KESRP), which is paid by the

Company.

Effect on Retirement Benefits for Participants in the Burlington Resources Inc. Pension Plan

The deferred bonus award reduces the compensation eligible for calculating retirement benefits under the Burlington Resources Inc. Pension Plan.

The deferred bonus award is used in the final average earnings formula to calculate a retirement

benefit under the Key Employee Supplemental Retirement Plan (KESRP), which is paid by the Company.

The sum of the retirement benefits from the Burlington Resources Inc. Pension Plan and the Key

Employee Supplemental Retirement Plan will equal the retirement benefits that would have been

received if there had not been a bonus award deferral.


Key Employee Deferred Compensation Plan Performance Share Plan (PSP) Award Deferral

Provisions

Each year, eligible employees may elect to voluntarily defer their Performance Share Program (PSP)

award that may be paid upon the completion of the three-year performance period that will start the following year. Voluntary deferrals can be from 1% to 100% of the award and will be credited to their KEDCP account. The remainder of the award, if any will be paid in cash.



Eligible employees may indicate either a distribution schedule that (1) commences on a Date Certain

starting after the program’s payout or (2) commences on the later of (a) a Post-Employment Payout schedule or (b) after the program’s payout.

Taxation

FICA tax is due on these PSP awards at time of settlement (end of the three-year

performance period) and will be withheld from your award when the amount is credited to KEDCP.

Applicable federal and state income taxes generally will be withheld at the time the payments

from KEDCP are made. The amount withheld may not represent your total obligation.



Key Employee Deferred Compensation Plan Value of Lapsed Restricted Stock/Restricted Stock Units

Restricted Stock Background

Restricted Stock or Restricted Stock Units are awarded under certain plans and occasionally as special awards.

Restrictions lapse at age 65 or under the other terms as specified in the award agreement.

There are three separate methodologies used, depending on whether the Restricted Stock or Restricted Stock Units were awarded under PSP I (2003 to 2006) with final payout in 2007 through PSP X (2012 to 2014) with final payout in 2015, LTIP X and PSP I (30% payout from

February 2004), or LTIP IX and earlier.

Restricted Stock Units from the Restricted Stock Unit Program for SGL 15 – 21 are not eligible for diversification into the KEDCP.

PSP I (2003 to 2006) through PSP X (2012 to 2014)

Restricted Stock Units (or Performance Share Units) awarded from these plans are not eligible

for diversification into the KEDCP.

LTIP X and PSP I (30% payout from February 2004)

Contact Executive Compensation if you have any of these awards.

LTIP IX and earlier

Contact Executive Compensation if you have any of these awards.

Taxation

FICA tax is due on the value of the shares the earlier of the year you reach age 55 or when the restrictions lapse.

• Reporting officers must pay any FICA tax due prior to the deferral.

• For non-Reporting Officers, the FICA tax due may be:

• Paid by cash, or

• Withheld from the portion of the stock issued, or

• By deduction from your paycheck over four (4) pay periods if 100 percent of the

value of the restricted stock is deferred.

• If the employee is retired at the time the value of the restricted stock is deferred, a personal check for the amount of FICA tax due on any additional

shares of restricted stock issued will be requested from the retiree.

FICA tax on restricted stock units resulting from the exchange of restricted stock in the

Exchange offer dated December 17, 2001 was paid (if it hadn’t been paid previously) at the time of the Change of Control when the Phillips Shareholders approved the Conoco/Phillips merger. Therefore, no FICA tax will be due when those restricted stock units are settled.

Applicable federal and state income taxes on all deferred awards are generally due at the time the payments from KEDCP are made.



Defined Contribution Make-Up Plan

Summary

Purpose

The purpose of the Defined Contribution Make-Up Plan (DCMP) is to restore the Company

matching contributions that cannot be made in the qualified ConocoPhillips Savings Plan

(CPSP) due to limitations imposed by the Internal Revenue Code.

Eligibility

Employees in salary grade 19 and higher are eligible to participate in DCMP due to:

Salary limitations under the Internal Revenue Code; or

A voluntary salary deferral under Key Employee Deferred Compensation Plan (KEDCP).

Savings Plan Limitations

The Internal Revenue Code limits the amount of eligible earnings used under the

ConocoPhillips Savings Plan (CPSP) to $270,000 for 2017 (subject to future cost of living

adjustments). When your year-to-date eligible earnings exceed this IRS compensation

limit, the value of the Company match will be credited to DCMP.

If you voluntarily defer your base salary under KEDCP, the value of the missed Company match associated with the deferred portion of your base salary will be credited to DCMP.

There are no employee contributions in DCMP.

Account Information DCMP accounts are set up automatically at Vanguard when you become eligible. You

do not enroll or make contributions.

The investment line-up is the same as in KEDCP.

This is a “phantom” recordkeeping account only; there is no actual transfer of money.

The missed Company matches are tracked the same way as if they had been invested

in the KEDCP funds based on your investment allocation, and they may be exchanged

among the other funds.

Quarterly account statements are provided by Vanguard.

Participants need to make annual irrevocable elections, generally in October regarding the time and form of payout, and investment choices for each plan year.

If no election is made, the default payout schedule is lump-sum six months after

separation from service invested in the Stable Value Fund.

DCMP accounts originating prior to 2005 are tracked separately and have slightly

different rules, as described in the tables that follow.

Distribution Rules – Post 2005 contributions

If you make no election to voluntarily defer salary or bonus into KEDCP:

• You may make a distribution election for any potential contribution to DCMP • Quarterly, Semi-annual or annual installments

• Distributed over 1 to 15 years

• Must begin no earlier than 1 year and no later than 5 years after

separation from service

• Default distribution is 6 months after separation from service

If you make a voluntary deferral of either salary or bonus, you must make a distribution

election for DCMP:

• Distribution schedule may differ from KEDCP distribution • Quarterly, Semi-annual or annual installments

• Distributed over 1 to 15 years

• Must begin no earlier than 1 year and no later than 5 years after

separation from service

• Default distribution will not apply


Payment from DCMP Accounts

For amounts vested prior to 1/1/2005

Age at Termination Type of

Termination

Options for DCMP Account

55 or older Any Lump sum at termination or you may

indicate a preference to defer up to

100% into KEDCP*

50 or older in calendar year

Layoff Lump sum at termination or you may indicate a preference to defer up to 100% into KEDCP*

Less than 55 Any except Layoff Lump sum at termination

*For amounts vested prior to January 1, 2005, you may, from 365 days to no later than 90 days

prior to termination or within 30 days of being notified of layoff, indicate a preference to defer your

account value into your account under the KEDCP. Payment of DCMP funds would then be paid in accordance with the distribution schedule in effect for the KEDCP account.

For amounts vested after 12/31/2004

Age at Termination Type of

Termination

Options for DCMP Account

Any Any o Default (no distribution election): Lump

sum 6 months after separation from

service; or o Payment schedule selected during

annual election period

You may revise your distribution schedule for amounts vested after December 31, 2004, but if you

do, you must make the election at least one year prior to the expected commencement of the first payment, the revised schedule will not be effective for 12 months, and the election must

postpone receipt of your distribution for at least five years from the date previously in effect. Final distribution must occur within 20 years of your separation from service. No more than 4

revisions may be made to the distribution schedule, subject to the rules stated above.

If a participant dies, the value of the DCMP account is paid as a lump sum to the participant’s

beneficiary, or if there has been a distribution schedule selected, it will be paid according to the participant’s elections with regard to time and form of payment.

Taxation

FICA tax is due at the time the missed Company contribution is credited to a Participant’s DCMP account and will be withheld from the next payroll check (some employees, generally only reporting

officers, may be subject to alternate arrangements due to the Sarbanes-Oxley Act. You will be notified in that event).

Applicable federal and state income taxes are generally withheld from the lump sum payment

following separation from service, or from KEDCP payments if DCMP is deferred into KEDCP.

Funding

DCMP is unfunded. A grantor “rabbi” trust has been established to provide assets for KEDCP

payments, and the trust is an asset of the Company. In the event of bankruptcy or insolvency,

participants would be unsecured general creditors, and the assets would be subject to the claims of

the general creditors.


Example

For simplification, these examples show the “cash” value of the restored benefit. The actual

calculations will use units and unit values and will include the value of the dividends/earnings credited to the participant’s DCMP account and any changes due to market price changes of the

investments.

DCMP Example #1 DCMP Example #2

Assumption:

$295,000 Annual Salary

IRS Salary Limitation:

$270,000 per Year

Salary above IRS Limit:

$25,000 per Year

Restored Company Contribution:

$25,000 Salary above IRS limit

X 9% Missed Company Contribution* $ 2,250 Restored Company Contribution*

* Assumes annual Company contribution is at target.

Assumptions:

$175,000 Annual Salary

$ 35,000 Voluntary Salary Deferral

Salary Not Eligible for CPSP:

$35,000 per Year

Restored Company Contribution:

$35,000 Salary not eligible for CPSP

X 9% Missed Company Contribution* $ 3,150 Restored Company Contribution*


This material has been provided to give you a general description of the main features of the ConocoPhillips Deferred Compensation Programs (the Key Employee Deferred Compensation Plan and the Defined Contribution Make-Up Plan) and is not intended to replace the official plan documents. If there is any conflict between this summary and the terms of a plan, the terms of the plan will control. The Company reserves the right to amend or terminate these plans at any time.

Please consult your financial advisor before making any decisions related to these programs.

ConocoPhillips Deferred Compensation Programs … August 2017 2 Overview The ConocoPhillips Deferred...

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