Select Committee on HBOS Group Reorganisation Bill Minutes of Evidence

Evidence Session (Sections 1-99)

8 MARCH 2006

 1. CHAIRMAN: Mr McCulloch, could I welcome you and your team this afternoon to come and put your Bill before us. Perhaps you would like to introduce your team to us and then after that tell us what you want to tell us and we will ask you any questions we feel appropriate and take it from there.

 2. MR McCULLOCH: Thank you very much, sir. May I begin by introducing to you first Mr Brian Fisher who is Head of Group Legal at HBOS plc. HBOS is the group or parent company from which the Bill derives its name or its short title. The group company, HBOS, was formed on the merger of the Bank of Scotland and Halifax plc in 2001. HBOS is the publicly quoted company and it is Mr Fisher who has been involved throughout in the preparation of this Bill from its inception. With Mr Fisher is my colleague from my own office, Nicholas Evans from Bircham Dyson Bell, and just to my right, of course, as always, is our senior parliamentary clerk, Pam Thompson.

 3. CHAIRMAN: Thank you.

 4. MR McCULLOCH: Sir, technically the Bill is promoted by two wholly owned subsidiaries of HBOS, that is the Bank of Scotland, whose formal name is actually the Governor and Company of the Bank of Scotland, and also by Clerical Medical Investment Group Limited, and I may call them CMIG for short at certain times.

 5. This is, in fact, an unusual Bill even by the standards of Private Bills because although it follows the usual principle of providing how the general law might apply to the situation being dealt with by the Bill, in this case - very unusually, I think - the Bill actually modifies an Act of the Parliament of Scotland. Not the current Scottish Parliament, I hasten to emphasise, but the Parliament that existed before the Treaty and Act of Union. The Parliament of Scotland established the Bank of Scotland by a 1695 Act entitled An Act of Parliament for Erecting a Bank in Scotland. This made the Bank of Scotland Britain's oldest commercial bank. For reasons which I will come on to, sir, it is now thought desirable to amend that 1695 Act. It has been changed over the years on previous occasions before Parliament but, even so, some of its provisions have stood the test of time by some 310 years.

 6. So far as we can tell, should it be of passing interest, sir, no Act of the pre-Union Parliament of Scotland has been modified by this Parliament since 1970, over 35 years ago, which was the Conveyancing and Feudal Reform (Scotland) Act 1970 modifying the Bankruptcy Act of 1696.

 7. The main purpose is to reorganise the group of companies that are the subsidiaries of HBOS. This is sometimes referred to internally at the bank as the "banking licence consolidation programme". There are three subsidiary purposes to this. The first is modernising the regulation and management of the bank, which is to register it as a public limited company under the Companies Act 1985 in order to bring it into line with modern company regulation. Then, secondly, to transfer to the modernised Bank of Scotland the undertakings of three other HBOS banking subsidiaries: Halifax plc, Capital Bank and HBOS Treasury Services. In the case of Halifax and the Bank of Scotland this will give full legal effect to the merger of the Bank of Scotland and Halifax that took place in 2001. Thirdly, and lastly, to transfer to CMIG what is sometimes called the "legacy property" still held in the statutory body the Clerical, Medical and General Life Assurance Society. I will come back to that later, if I may, sir.

 8. The structure of the Bill follows this pattern: firstly dealing with the modernisation of the Bank of Scotland; secondly dealing with the bank transfers of the undertakings; and finally dealing with the Clerical Medical situation.

 9. So far as modernising the Bank of Scotland is concerned, the bank is an unusual company. It is a statutory company. As I said, it was constituted in 1695 by a pre-Union Act of the Scottish Parliament and regulated under a series of private Acts dating from 1695 through to 1970. These various Acts are set out in the preamble to the Bill.

 10. The key Act now is the Bank of Scotland Act 1920 which sets out the bank's business and objects and its regulations, matters which would normally be found in a company's memorandum and articles of association. Some of these provisions are now in need of updating and this requires a Bill.

 11. We believe all these changes are uncontentious. It is really a matter of good corporate governance to update the bank's objects in this way.

 12. In order to provide for a smooth transition to this plc status and to accommodate the merged undertakings of the Bank of Scotland and Halifax it is also necessary to amend and repeal the existing Acts regulating the Bank of Scotland, and the Bill provides for this.

 13. Sir, as well as the items covered by Schedule 1 to the Bill, which are the equivalent of the objects in a plc company, there is a substantial body of regulations and it was felt desirable to leave those out of the Bill but a copy of them has been deposited with Parliament so that if any Member wishes to see the very full picture it has been made available.

 14. Turning to the bank transfer if I may, sir. Under the present system, HBOS has four banking undertakings and each has a separate licence leading to what is now regarded as unnecessary duplication and cost: four boards, four sets of accounts, the administration of four banking licences and so on. The creation of a single entity, Bank of Scotland plc, would simplify this.

 15. The legal position, however, is that although the Bank of Scotland and Halifax came into common ownership in 2001, legally they remain separate entities. The need for legislation arises in this situation because a bank may not, as a matter of law, transfer a customer's money to another bank without the customer's consent. Clearly in the case of a bank with thousands and thousands of customers, to obtain the consent of each and every one of them is just regarded as wholly impractical, so whilst the two banking businesses may pass into common ownership through the merger of the share ownership, the actual businesses themselves cannot legally fuse and operate as one undertaking without special authorisation, and in this case by this Bill.

 16. The HBOS name will be unaffected by this and the bank's retail activities will continue to be carried out under the Bank of Scotland or Halifax as the case may be, it is just that these will now operate under a single legal undertaking operating under a single banking licence.

 17. There is a view, sir, that nowadays banking undertakings can be merged under the Financial Services and Markets Act 2000. Certainly there is provision for this in the Act and banks have looked very carefully at the scope of those provisions to see whether their particular situations come within it. However, in this particular case, sir, the transfers are directly linked to the modernisation of the bank's constitution and add to this some doubts there have been about the effectiveness of the Financial Services and Markets Act to cover every eventuality which can arise with an undertaking as complex as this it was regarded as expedient to proceed in one vehicle in this way by a Bill.

 18. The bank, therefore, seeks Parliament's approval which provides not only for the constitutional changes but also to the merger so that these may proceed on the same timetable and to avoid the complications and costs of proceeding under separate procedures which would have their own different timescales.

 19. If I may turn to the Clerical Medical situation. So far as Clerical Medical is concerned, the Society was set up by Deed of Settlement in 1827. This was replaced by Acts of Parliament between 1850 and 1974. The Society is presently incorporated under the Clerical, Medical and General Life Assurance Society Act of 1974. When the Society demutualised in 1996 its long-term business was transferred to CMIG, one of the two Promoters of this Bill, by a scheme made under the Insurance Companies Act 1982 which enables transfers of such a kind.

 20. In respect of some residual assets, however, although the beneficial ownership was transferred to CMIG the legal asset was left with the Society. This was partly, I think, sir, because the scheme undertaken was an application of English court and there were some Scottish assets to deal with. That is an example of why not everything went across under the terms of the scheme. These residual assets should now really be transferred to CMIG - they have to be transferred - before the Society can be dissolved. HBOS would like the Society to be dissolved, so it seems convenient to deal with all of this in the Bill at the same time. By transferring these residual assets so the Society can finally be dissolved.

 21. So far as Clerical Medical is concerned, therefore, I think it is fair to say that the Bill is a sort of tidying up exercise which transfers to CMIG, which already carries out the business of the Society, the property that has never been transferred by any other means.

 22. Regarding the promotion generally, although this reorganisation is essentially internal to the bank in the sense that the companies are all subsidiaries of HBOS, the shareholders have formally consented to the promotion of the Bill in accordance with Standing Orders, no objection has been raised to the promotion by anyone, whether customers, employees or third parties, and in particular there has been no petition against the Bill, no government department has reported on the Bill expressing any concerns, and the minister was content with the Bill's statement of compatibility with the Convention on Human Rights.

 23. I expect you would like me to turn briefly to the provisions of the Bill, sir?

 24. CHAIRMAN: Yes, but reasonably briefly.

 25. MR McCULLOCH: The main provisions are included in Parts 2 and 3. Part 2 is the part which updates the regulation and management of the bank and this will hinge upon its registration as a plc when that occurs.

 26. Clause 3 provides that these provisions will only come into force upon that event taking place.

 27. Clause 4 gives the bank a new name, Bank of Scotland, rather than the reference to the Governor and puts the company on the same footing as all other plcs.

 28. Clause 5 contains various savings provisions, ensuring that neither the registrations of plc nor the change of name in any way affects the bank's current rights, liabilities and obligations. In particular, it ensures that the bank's historic right to issue banknotes is safeguarded.

 29. Clause 6 updates the bank's business and objects, providing new provisions that are set out in the Schedule, as I mentioned earlier. Again, to put the bank on the same footing as any other plc it may now alter its new business and objects without having to come back to Parliament each time to do so. The clause will provide that the business and objects set out in Schedule 1 will be the statement of objects that would normally be the company's memorandum. Strictly, it will not have a memorandum because it will still remain a statutory company under the 1695 Act, but it is achieving an equivalent position to a modern plc.

 30. Clause 7 provides that the current regulations for the bank's administration are to be replaced by a set of new regulations. These have been approved by the board. They are modelled on the HBOS regulations. These will now be changeable in the usual way as they would be for any other company wishing to change its own articles. As I explained earlier, sir, we have not included those in the Bill itself because they run to very many pages and essentially it would have been a heavy printing exercise with probably little benefit.

 31. Clause 8 makes the consequential amendments and repeals of the old Bank of Scotland Acts which are not longer needed. Part 3 allows for the mergers to take place.

 32. Clause 9 allows the Bank of Scotland to appoint days for the transfers of Halifax, Capital Bank and HBOS Treasury Services to take place. Sub-section 2 also provides that this will not occur before registration of the bank as a plc takes place.

 33. Clause 10 provides for the undertaking of each transfer company to vest in Bank of Scotland on the day appointed for that company. I think the remaining provisions of Part 3 are intended to supplement this with a range of very well developed boilerplate type provisions, which essentially are to achieve a position of neutrality for third parties that might otherwise be affected, possibly inadvertently in some way, by the fact of a transfer of one undertaking to another. As you will realise, sir, from previous Bills of this kind provided for mergers there has been a well-honed way of doing this over the years, and all of these provisions, I think it is fair to say, are very well precedented.

 34. Jumping to clause 18. This provides for the transfer of companies to be dissolved when the undertakings have been fully vested in the Bank of Scotland.

 35. Clause 22 ensures that the mergers do not affect the Bank of Scotland's right to issue banknotes.

 36. Clause 23 gives equivalent powers to transfer the remaining assets of the Society to CMIG and then for the Society to be dissolved.

 37. As I said, sir, the Bill follows precedent very closely, but we do propose a few amendments to the Bill as deposited. These have arisen in consultation with Speaker's Counsel and also Counsel to the Lord Chairman in the other House. These have been marked up on your copy of the Filled-up Bill, which I believe you have had circulated to you. I think it is fair to say that they are all amendments of a pretty technical or drafting nature and, to some extent, formatting. There are some typographical changes and so forth. Sir, I think the amendments that you see marked on the copy of the Bill are part of the quality control process since the Bill was introduced.

 38. I think you will have been made aware, Sir, that if we may we would like to make some last minute changes to clause 16. This arose very recently when we became aware that a provision in the Income and Corporation Taxes Act 1988, which uses the expression "retirement benefit scheme", which we use in clause 16 of the Bill, is being changed by the Finance Act of 2004 with effect from 6 April of this year. That expression is to be replaced by the expression "pension scheme".

 39. We have looked at this quite carefully and we believe that so far as it applies to the bank it is a terminological change purely as a consequence of this change of a public Act. It seems appropriate, if we may be allowed to do so, sir, to deal with that now whilst we are about to appear before you for this unopposed Bill Committee Stage and make those changes which are consequential upon the changes of the 1988 Act by the 2004 Act. Sir, those changes are shown in a Paper Apart which I hope has been circulated to you.

 40. CHAIRMAN: Just.

 41. MR McCULLOCH: We alighted upon this point very recently as part of the ongoing due diligence when one is looking at a Bill. There they are before you, confined, however, fortunately, to clause 16, to this terminological change.

 42. Sir, unless you wish me to go deeper, I think that is probably all that you may require.

 43. CHAIRMAN: I think that is very comprehensive as far as the Bill itself is concerned. We understand the need for amendments which are annotated in the Bill itself. I think the Committee might well want a little more explanation either from Mr Fisher - it has been Mr Fisher's baby from the beginning of this Bill - or yourself as to why we were confronted with these last minute amendments since the Finance Act to which it relates was passed in 2004. We would have thought that somebody would have seen this situation on the horizon.

 44. MR McCULLOCH: May I try and deal with that because I think it would be fair if I were to take responsibility.

 45. CHAIRMAN: Is it your responsibility?

 46. MR MCCULLOCH: I think it is fair to say it is.

 47. CHAIRMAN: Then by all means take it.

 48. MR MCCULLOCH: Unfortunately, when one public Act is amended by another it does not ring a bell. We were not aware of this particular change because, if we can be allowed some measure of tolerance in this whole process, there was nothing to alert us that this particular definition in the 1988 Act was being changed. In fact, we were exercising due diligence in a rather different direction when we alighted upon it. There are some new TUPE regulations, TUPE being the Transfer of Undertakings regulations, which protect the interests of employees in certain situations. We thought, "Let us just check that there is nothing lurking there in the TUPE regulations which could have some bearing on our Bill". We did not think it would, sir, because all the employees we are concerned with here, whether working for the Bank of Scotland or working for the Halifax, are employed by HBOS Group, the parent company. Nevertheless, we thought, "Let us just check and see what happens". It was in checking those regulations that we spotted this change to the proposed terminology in the 1988 Act which we were aware that we had used in clause 16. It was something of a side wind, to be honest, that we even alighted upon this just very, very recently.

 49. CHAIRMAN: What would have been the effect if you had not alighted upon it?

 50. MR McCULLOCH: I think in substance no effect. It might have been picked up later in the process, of course, it could have been picked up anywhere, but the underlying substantive issue is unchanged by this. Unless Counsel thinks otherwise - he is perhaps better equipped to deal with this question than I am - I think because the underlying substantive issue is not being changed here, it is just a change of the terminology. Ultimately, I suppose we could have had a situation where Parliament would have passed an Act with an out of date reference in it.

 51. CHAIRMAN: I will ask Members of the Committee to come in if they wish to. We were not concerned so much about the substance of it, but the fact that it had not been picked up. As a Committee, we like to have notice of what we are trying to do. We like to be precise, as I am sure you do too, and we would have liked a little more notice of what was happening.

 52. MR McCULLOCH: I am very conscious of that. Of course, we are entirely at your disposal, sir, as to whether you choose to deal with it now or whether we should leave this to another stage in the Bill. Obviously, from the Promoter's point of view, we would prefer to deal with it now having identified it, given that it does not, in our view, raise a difficult or substantive issue.

 53. CHAIRMAN: Thank you. Mr McCulloch, does that basically deal with what you want to tell us or do you want either of your colleagues to say anything more at this stage?

 54. MR McCULLOCH: Sir, I think we would be very happy to leave it to any further questions you may have.

 55. MR BAILEY: I have no objection in principle either to the issue which has just been raised or the Bill. It is really just a matter of curiosity. I understand the concept of a statutory company and the fact that should there be subsequent alterations to it then there have to be statutory amendments to it. Obviously I understand the concept of a plc, but what I do not understand is the position that we seem to be moving to where we have a statutory company which is a plc. Presumably in the future we would not have to have alterations made by Parliament to any changes which would take place in the structure of the Bill or whatever. Why do we not just ask for a repeal in the law and go forward as a normal plc with a memorandum and articles?

 56. MR McCULLOCH: May I give an initial answer and if Mr Fisher wishes to add anything, he may do so. The key issue in this situation is to ensure continuity of the legal entity one way or another. There are certain benefits that flow from that continuity, but essentially it is intended to achieve a situation of neutrality for any third party which may be affected adversely by a change of legal entity. In certain contractual relationships in the financial services sector that can trigger certain events which would be disadvantageous to a third party. It is considered of paramount importance to retain the continuity of the legal entity.

 57. The bank never seriously contemplated just repealing the 1695 Act in its entirety and starting up a fresh company, it was felt that the prudent course was to retain its original identity. One of the benefits for the bank is to retain its right to issue banknotes, which is considered very important.

 58. MR FISHER: We are very keen that the bank, which was incorporated in 1695, can be seen as a continuing entity and the issue of banknotes is a key consideration for us in that.

 59. MR WALTER: I have three questions but one of them probably hangs on what you have just said. You are moving from a statutory company into a plc and one of the reasons why you want to retain the current status is with regard to the issue of banknotes. There are many people in this country who get very exercised by the way in which banknotes are presented in terms of what they represent because they represent the currency of the country. Clause 22 says that you can continue to issue banknotes, and nothing in this Bill affects that, but clause 4 says that you can change your name without coming back to Parliament. Under that provision could we see that Bank of Scotland banknotes might in future be called something else, maybe Halifax banknotes or the Bank of McDonald's banknotes or some other name? I am rather concerned that the provisions under clause 4 that you can change your name without reference to Parliament would mean that the shape and colour and name on the banknotes could also be changed without reference to Parliament.

 60. MR McCULLOCH: I suspect, sir, that the bank's notes have changed in various ways over the years reflecting certain changes to the bank itself or in design terms, for example.

 61. MR FISHER: Certainly there is no intention of changing the name of the company further that I am aware of. This will simply put us on the same footing as the other Scottish clearing banks that issue banknotes and are themselves plcs and therefore able to change their name with appropriate shareholder consent, as far as I am aware.

 62. MR WALTER: So what you are saying is that you would be in the same situation as the Royal Bank of Scotland and Clydesdale Bank and they could change their name if they so wished so the name appearing on the banknotes could be something totally alien to either Scotland or the United Kingdom?

 63. MR FISHER: As far as I am aware. I am afraid I am not able to speak authoritatively for those other banks but I am aware that they are plcs and, therefore, under the general law would be able to change their name with shareholder consent and the consent of the Companies Registrar. I am not aware of any other restrictions on them in terms of changing their name.

 64. MR WALTER: I am throwing out an idea that you might subsequently be taken over by the Union Bank of Switzerland or somebody so we could have the Union Bank of Switzerland banknotes issued in Scotland. Would that be beyond the realms of possibility? I am not suggesting that they are about to make a bid for them.

 65. MR FISHER: The Union bank would not be able to do so, only the entity that was incorporated in 1695 would be able to issue banknotes.

 66. MR WALTER: But you could change your name.

 67. MR FISHER: It could change its name, yes.

 68. MR McCULLOCH: Although there has been a merger of Halifax and the Bank of Scotland, sir, and it is proposed to complete that legally by this Bill, that does not enlarge the bank's power to in itself issue banknotes either. It is not as if it can now issue double the notes it used to or anything like that.

 69. SIR ROBERT SMITH: Can you clarify the power to issue banknotes. In the legislation from which that flows, are there any restrictions on the design or the information that can be on those notes?

 70. MR McCULLOCH: I do not think there is. I am rapidly reaching for a note I prepared quite a long time ago which gives the statutory derivation of these powers because it goes back to the Bank Charter Act 1844, the Bank Notes (Scotland) Act 1845, the Stamp Act 1854 and the Currency and Banknotes Act 1928. I have not been back through those provisions but I doubt whether I would find controls of that kind.

 71. SIR ROBERT SMITH: Can I just clarify that whilst this protects your legal right to issue notes it does not protect you from anything the Treasury might decide to do in terms of the costs or regulations they put on you in terms of issuing notes.

 72. MR FISHER: That is correct, it is entirely neutral. It is ensuring that we are in the same position tomorrow that we are today.

 73. SIR ROBERT SMITH: I think you reassured us in your evidence but there is nothing here that alters the treatment of the customers, is there?

 74. MR McCULLOCH: No. All the customer relationships, the terms of their particular accounts, for example, are all expressly preserved by these boilerplate provisions in the Bill. Whether it is interest rates applicable to a loan account or anything of that kind, it is all safeguarded and left neutral.

 75. MR WALTER: I have a point on that. Some years ago your firm represented the HSBC Investment Bank Bill which came before this Committee and at that time we raised the question of the consent of the depositors. You implied in your opening statement that it was impractical to seek the consent of the depositors. Have the depositors been informed so that they might petition against this Bill if they did object?

 76. MR McCULLOCH: It is part of the requirements of Standing Orders that any Bill is advertised in various ways. Public notice is given so that anybody who is made aware of the Bill and has, as is said in this House, a locus standi to object could petition and no-one has done.

 77. MR WALTER: At the time of the HSBC Investment Bank Bill we decided that we would not consider the Bill until the depositors had been informed and, in fact, I am sure one of your colleagues might have informed you that some nine months elapsed before the Bill came back before this Committee when the depositors had been informed of the change in the status of the bank in that case. It was not entirely the same as what we are considering here but it was not dissimilar to that situation. I just question why you thought it not prudent to inform the depositors of what you were proposing to do.

 78. MR McCULLOCH: Sir, I have not gone so far as to say that. It may be, and I may need to turn to Mr Fisher here, that at various times in various ways customers of the bank have been made aware as customers rather than just as members of the public that these changes were being proposed. If I could just clarify this: by "depositors" I am assuming you mean any person who holds an account?

 79. MR WALTER: Yes.

 80. MR McCULLOCH: Whatever they may or may not have been informed in the past, I would expect there to be some future programme of information for customers during the development of this scheme of the reduction in bank licences.

 81. MR FISHER: That is correct. We intend to be communicating with our customers during the period, if we are successful in obtaining the enactment of the Bill, and prior to on a day appointed by us for bringing it into effect exactly what is intended to happen on the appointed date.

 82. MR McCULLOCH: I am looking in my notes to see just how many customers there are and I cannot put my finger on the figure. To some extent this goes to the reason why we seek a Bill because of the difficulty of communicating with tens of thousands of customers on a very large scale, the consent of each and every one of whom would be required.

 83. MR WALTER: Negative assent was sufficient in the previous case.

 84. MR McCULLOCH: I think that is the view Parliament has taken on all Bills of this kind in that it steps into the shoes of the interests of the customers in approving a Bill of this kind.

 85. SIR ROBERT SMITH: It does seem odd that if you communicate with customers quite regularly with a lot of literature there was not a thought to alert customers that they had the opportunity to go to wherever these requirements are, over and above the requirements to say to customers, "If you are interested in what is happening to your bank, this is the legislation, this is the procedure by which you can make yourself aware of it". Not requiring their consent but at least alerting them to its existence so if they wished to object it would be easier for them to know this was going to happen.

 86. MR McCULLOCH: I understand that view, sir. The bank have made no secret of it, if I can put it that way round. They have complied with the Standing Orders to make the provisions of this Bill made known to everyone. It would be fair to suggest that there is a proportionality point to be taken into consideration here when there is such a large number of customers available. Yes, the bank does obviously communicate with its customers in other ways at other times but it is a substantial undertaking.

 87. CHAIRMAN: Thank you, Mr McCulloch.

 88. MR WALTER: I have one other point which relates to the Clerical, Medical and General Life Assurance Society winding up. You said that part of the provision of this Bill is to wind up the Society. Does the Society have any outstanding endowment misselling claims against it and, if so, what would be the implications of winding it up?

 89. MR McCULLOCH: I think the whole undertaking of the Society has been transferred to CMIG and it is purely the residual assets we are talking about here.

 90. MR FISHER: That is correct. The whole of the business is conducted by CMIG.

 91. MR McCULLOCH: If anybody wished to bring a claim for anything they would not be denied the opportunity to do so by virtue of this transfer.

 92. CHAIRMAN: Thank you. If my colleagues are happy with the explanation for the late arrival of the amendment and have no objections to that amendment and are also happy with everything else you have told us, Mr McCulloch, I do not think you need to withdraw whilst we consider this. We are happy for the Bill to pass. Perhaps you would like to prove the preamble?


Examined by MR McCULLOCH

 93. MR McCULLOCH: Thank you, sir. This will be proved by Mr Fisher. Are you Brian White Fisher?

(Mr Fisher) I am.

 94. Are you the Head of Group Legal Services of HBOS plc?

(Mr Fisher) I am.

 95. Have you been involved in the preparation and promotion of the Bill on behalf of the HBOS Group, the subsidiaries concerned and in particular the Governor and Company of the Bank of Scotland and Clerical Medical Investment Group Limited?

(Mr Fisher) I have.

 96. Have you read the preamble to the Bill?

(Mr Fisher) I have.

 97. Is it true?

(Mr Fisher) It is true.

 98. MR McCULLOCH: Thank you.

The witness withdrew

 99. CHAIRMAN: Thank you again, Mr McCulloch. We are happy for the Bill to go on its way and we hope everything to do with it will have a smooth passage. Thank you very much.

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