EXHIBIT 4.1

                             FIDELITY BANCORP, INC.
                          2000 STOCK COMPENSATION PLAN


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                             FIDELITY BANCORP, INC.

                          2000 STOCK COMPENSATION PLAN


         1.  Purpose  of the  Plan.  The Plan  shall  be  known as the  Fidelity
Bancorp, Inc. ("Company") 2000 Stock Compensation Plan (the "Plan"). The purpose
of the Plan is to  retain  and  reward  qualified  personnel  for  positions  of
substantial  responsibility as officers and members of the Board of Directors of
the  Company or any  present or future  parent or  subsidiary  of the Company to
promote  the  success of the  business.  The Plan is intended to provide for the
grant of Stock  Options  that are not  "Incentive  Stock  Options,"  within  the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

          2. Definitions. The following words and phrases when used in this Plan
with an initial capital letter,  unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever  appropriate,  the masculine
pronoun  shall include the feminine  pronoun and the singular  shall include the
plural.

                  (a)  "Award" means the grant by the Committee or in accordance
with the terms of the Plan of a Stock Option.

                  (b)  "Board" shall mean the Board of Directors of the Company,
or any successor or parent corporation thereto.

                  (c) "Change in Control"  shall mean: (i) the sale of all, or a
material   portion,   of  the  assets  of  the  Company;   (ii)  the  merger  or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company,  as otherwise defined or determined by
the Pennsylvania Department of Banking or regulations promulgated by it; or (iv)
the acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Company by any
person,  trust, entity or group. This limitation shall not apply to the purchase
of shares by underwriters in connection with a public offering of Company stock,
or the purchase of shares of up to 25% of any class of securities of the Company
by a  tax-qualified  employee stock benefit plan. The term "person" refers to an
individual or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

                  (d)  "Code" shall  mean  the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.

                  (e)  "Committee"  shall  mean the  Board or the  Stock  Option
Committee appointed by the Board in accordance with Section 5(a) of the Plan.

                  (f) "Common Stock" shall mean the common stock of the Company,
or any successor or parent corporation thereto.

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                  (g)  "Company"  shall mean the  Fidelity  Bancorp,  Inc.,  the
parent corporation of the Bank, or any successor or Parent thereof.

                  (h)  "Director"  shall  mean  a  member  of the  Board  of the
Company, or any successor or parent corporation thereto.

                  (i) "Disability" means any physical or mental impairment which
renders the Participant  incapable of continuing in the employment or service of
the Bank or the  Parent  in his  then  current  capacity  as  determined  by the
Committee.

                  (j)  "Dividend  Equivalent  Rights"  shall  mean the rights to
receive a cash payment in accordance with Section 10 of the Plan.

                  (k) "Effective Date" shall mean December 31, 2000.

                  (l) "Employee"  shall mean any person  employed by the Company
or any present or future  Parent or  Subsidiary  of the Company.  "Non-Employee"
shall mean an  individual  not  employed by the Company or any present or future
Parent or Subsidiary of the Company.

                  (m) "Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national  securities  exchange,  then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such  Common  Stock on such  date or,  if there is no bid and ask  price on said
date,  then on the  immediately  prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

                  (n)  "Option" or "Stock  Option"  shall mean an Award  granted
pursuant  to this Plan  providing  the holder of such  Option  with the right to
purchase Common Stock.

                  (o)  "Optioned  Stock"  shall mean stock  subject to an Option
granted pursuant to the Plan.

                  (p) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.

                  (q)  "Parent"  shall mean any  present  or future  corporation
which would be a "parent  corporation"  as defined in Sections 424(e) and (g) of
the Code.

                  (r)  "Participant"  means  any  Employee  or  director  of the
Company or any Parent or Subsidiary of the Company or any other person providing
a service to the Company who is selected by the  Committee  to receive an Award,
or who by the express terms of the Plan is granted an Award.

                  (s) "Plan" shall mean the Fidelity  Bancorp,  Inc.  2000 Stock
Compensation Plan.

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                  (t) "Savings Bank" or "Bank" shall mean Fidelity  Bank,  PaSB,
Pittsburgh, Pennsylvania, or any successor corporation thereto.

                  (u) "Share" shall mean one share of the Common Stock.

                  (v) "Subsidiary"  shall mean any present or future corporation
which  constitutes a "subsidiary  corporation" as defined in Sections 424(f) and
(g) of the Code.

          3. Shares  Subject to the Plan.  Except as  otherwise  required by the
provisions of Section 11 hereof,  the aggregate number of Shares with respect to
which Awards may be made  pursuant to the Plan shall not exceed  21,000  Shares.
Such  Shares  may  either  be from  authorized  but  unissued  shares  or shares
purchased  in the market for Plan  purposes.  If an Award shall  expire,  become
unexercisable,  or be forfeited for any reason prior to its exercise, new Awards
may be granted  under the Plan with  respect to the number of Shares as to which
such expiration has occurred.

         4.       Six Month Holding Period.

                  Except in the event of the death or disability of the Optionee
or a Change in Control of the  Company,  a minimum  of six  months  must  elapse
between  the  date of the  grant  of an  Option  and the date of the sale of the
Common Stock received through the exercise of such Option.

          5.      Administration of the Plan.

                  (a)   Composition  of  the   Committee.   The  Plan  shall  be
administered by the Board of Directors of the Company or a Committee which shall
consist of not less than two Directors of the Company appointed by the Board and
serving at the pleasure of the Board.  All persons  designated as members of the
Committee shall meet the  requirements of a "Non-Employee  Director"  within the
meaning of Rule 16b-3 under the Securities  Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3.


                  (b) Powers of the Committee.  The Committee is authorized (but
only to the extent not  contrary  to the  express  provisions  of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

                  The  President  of  the  Company,   the  Vice  President/Chief
Financial  Officer  and  such  other  officers  as shall  be  designated  by the
Committee are hereby authorized to execute written agreements  evidencing Awards
on behalf of the Company and to cause them to be delivered to the  Participants.
Such agreements  shall set forth the Option exercise price, the number of shares
of Common Stock subject to such Option, the expiration date of such Options, and
such other terms and restrictions  applicable to such Award as are determined in
accordance with the Plan or the actions of the Committee.

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                  (c)   Effect   of   Committee's   Decision.   All   decisions,
determinations  and   interpretations  of  the  Committee  shall  be  final  and
conclusive on all persons affected thereby.

          6.  Eligibility for Awards and Limitations.

                            (a)  The Committee shall from time to time determine
the  Participants  who shall be granted  Awards under the Plan and the number of
Awards to be granted to each such  persons.  In  selecting  Participants  and in
determining  the  number of Shares of Common  Stock to be  granted  to each such
Participant,  the Committee may consider the nature of the prior and anticipated
future  services  rendered  by each such  Participant,  each such  Participant's
current and potential  contribution to the Company and such other factors as the
Committee may, in its sole discretion, deem relevant. Participants who have been
granted an Award may, if otherwise eligible, be granted additional Awards.

                           (b)  In  no  event  shall  Shares  subject to Options
granted to any  Participant  exceed more than 50% of the total  number of Shares
authorized for delivery under the Plan.

          7. Term of the Plan.  The Plan shall  continue in effect for a term of
ten (10) years from the  Effective  Date,  unless the Plan is  terminated by the
Board in accordance with the Plan.

          8. Terms and Conditions of Stock Options. Stock Options may be granted
or awarded only to Participants.  Each Stock Option granted pursuant to the Plan
shall be evidenced by an  instrument  in such form as the  Committee  shall from
time to time  approve.  Each Stock  Option  granted  pursuant  to the Plan shall
comply with, and be subject to, the following terms and conditions:

                  (a)  Option  Price.  The price per Share at which  each  Stock
Option granted by the Committee under the Plan may be exercised shall not, as to
any  particular  Stock Option,  be less than the Fair Market Value of the Common
Stock on the date that such Stock Option is granted.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased  upon the exercise of any Stock Option granted under the Plan shall be
made at the time of exercise of each such Stock Option and shall be paid in cash
(in United States  Dollars),  Common Stock or a  combination  of cash and Common
Stock.  Common Stock  utilized in full or partial  payment of the exercise price
shall be valued at the Fair Market  Value at the date of  exercise.  The Company
shall  accept  full or  partial  payment  in  Common  Stock  only to the  extent
permitted  by  applicable  law. No Shares of Common  Stock shall be issued until
full payment has been received by the Company, and no Optionee shall have any of
the rights of a  stockholder  of the Company  until  Shares of Common  Stock are
issued to the Optionee.

                  (c) Term of Stock Option.  The term of  exercisability of each
Stock Option granted  pursuant to the Plan shall be not more than ten (10) years
from the date each such Stock Option is granted.

                  (d) Exercise  Generally.  Except as otherwise  provided by the
terms of the Plan or by action of the  Committee at the time of the grant of the
Options,  the Options granted will be first  exercisable as of the date of grant
of such options.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable, an Optionee who has held an Stock Option for at least six months may
engage in the "cashless  exercise" of the Option.  Upon a cashless exercise,  an
Optionee  shall give the Company  written  notice of the  exercise of the Option

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together with an order to a registered  broker-dealer or equivalent third party,
to sell part or all of the Optioned  Stock and to deliver enough of the proceeds
to the Company to pay the Option  exercise price and any applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or  equivalent  third  party,  the  Optionee can give the Company
written  notice of the  exercise of the Option and the third party  purchaser of
the  Optioned  Stock  shall pay the Option  exercise  price plus any  applicable
withholding taxes to the Company.

                  (f)  Transferability.  A Stock Option granted  pursuant to the
Plan shall be exercised  during an  Optionee's  lifetime only by the Optionee to
whom it was granted and shall not be assignable or  transferable  otherwise than
by will or by the laws of descent and distribution.

          9.  Awards to Directors.

                  Stock Options to purchase 950 shares of Common Stock  (subject
to adjustment for any stock dividends or stock splits between the Effective Date
and the date of grant)  will be granted to each  Director  of the  Company as of
December 31, 2000. Thereafter,  Stock Options to purchase 2,500 shares of Common
Stock (subject to adjustment for any stock dividends or stock splits between the
Effective  Date and the date of grant)  will be granted to each  Director of the
Company as of December  31,  2001;  and Stock  Options to purchase 750 shares of
Common  Stock  (subject to  adjustment  for any stock  dividends or stock splits
between  the  Effective  Date and the date of  grant)  will be  granted  to each
Director of the Company as of December  31, 2002.  Such options  awarded to each
Director  shall be reduced  pro rata in the event that the  aggregate  number of
shares of Common Stock reserved under the Plan shall not be available to satisfy
the Awards  contemplated  herein.  Such Options shall be  exercisable at a price
equal to the Fair  Market  Value of the Common  Stock as of the date of grant of
such options.  Such Options will be first  exercisable  as of the date of grant.
Such  Options  shall  continue  to be  exercisable  for a  period  of ten  years
following  the date of grant;  provided  that  such  Options  shall  cease to be
exercisable  as of 90 days  following  the date of  termination  of  service  or
resignation as an Employee or Director.  In the event of the  Optionee's  death,
such Options may be exercised  by the personal  representative  of his estate or
person or persons to whom his rights under such Option shall have passed by will
or by the laws of descent  and  distribution  for a period of one year from such
death.  Unless otherwise  inapplicable,  or inconsistent  with the provisions of
this  paragraph,  the  Options  to be granted to  Directors  hereunder  shall be
subject to all other provisions of this Plan.

         10. Dividend Equivalent Rights. The Committee,  in its sole discretion,
may  include  as a term of any  Option,  the right of the  Optionee  to  receive
Dividend Equivalent Rights. Such rights shall provide that upon the payment of a
dividend on the Common Stock,  the holder of such Options shall receive  payment
of  compensation  in an amount  equivalent  to the  dividend  payable as if such
Options had been exercised and such Common Stock held as of the dividend  record
date.  Such  rights  shall  expire  upon  the  expiration  or  exercise  of such
underlying Options. Such rights are non-transferable and shall attach to Options
whether or not such Options are immediately exercisable. The dividend equivalent
payments  associated  with  Options  shall be paid to the  Option  holder at the
dividend payment date of the Common Stock.

         11.  Recapitalization,  Merger, Consolidation,  Change  in  Control and
Other Transactions.

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
stockholders of the Company,  within the sole  discretion of the Committee,  the
aggregate  number of Shares of Common  Stock for which

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Options may be granted  hereunder,  the number of Shares of Common Stock covered
by each outstanding  Option, and the exercise price per Share of Common Stock of
each such  Option,  shall all be  proportionately  adjusted  for any increase or
decrease  in the  number  of issued  and  outstanding  Shares  of  Common  Stock
resulting from a subdivision or  consolidation  of Shares  (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares,  or  otherwise)  or the payment of a stock  dividend (but only on the
Common Stock) or any other  increase or decrease in the number of such Shares of
Common Stock  effected  without the receipt or payment of  consideration  by the
Company (other than Shares held by dissenting stockholders).

                  (b) Change in Control.  All  outstanding  Awards  shall become
immediately  exercisable in the event of a Change in Control of the Company,  as
determined  by the  Committee.  In the  event of such a Change in  Control,  the
Committee  and the Board of  Directors  will  take one or more of the  following
actions to be effective as of the date of such Change in Control:

                  (i) provide that such Options shall be assumed,  or equivalent
options  shall  be  substituted,  ("Substitute  Options")  by the  acquiring  or
succeeding  corporation (or an affiliate thereof),  provided that: the shares of
stock  issuable upon the exercise of such  Substitute  Options shall  constitute
securities registered in accordance with the Securities Act of 1933, as amended,
("1933  Act") or such  securities  shall be  exempt  from such  registration  in
accordance  with  Sections  3(a)(2) or  3(a)(5) of the 1933 Act,  (collectively,
"Registered Securities"), or in the alternative, if the securities issuable upon
the  exercise  of  such  Substitute  Options  shall  not  constitute  Registered
Securities,  then the Optionee will receive upon  consummation  of the Change in
Control  transaction  a cash  payment for each Option  surrendered  equal to the
difference between (1) the Fair Market Value of the consideration to be received
for each share of Common  Stock in the Change in Control  transaction  times the
number of shares of Common Stock subject to such  surrendered  Options,  and (2)
the aggregate exercise price of all such surrendered Options, or

                  (ii) in the  event of a  transaction  under the terms of which
the holders of the Common Stock of the Company  will  receive upon  consummation
thereof a cash  payment  (the  "Merger  Price")  for each share of Common  Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees  equal to the  difference  between (A) the Merger Price
times the number of shares of Common Stock  subject to such Options held by each
Optionee (to the extent then  exercisable  at prices not in excess of the Merger
Price) and (B) the aggregate  exercise price of all such surrendered  Options in
exchange for such surrendered Options.

                  (c)  Extraordinary   Corporate  Action.   Notwithstanding  any
provisions  of the Plan to the contrary,  subject to any required  action by the
stockholders   of  the  Company,   in  the  event  of  any  Change  in  Control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall  have the  power,  prior or  subsequent  to such  action or event to:

                           (i)     appropriately  adjust  the  number  of Shares
of Common Stock subject to each Option,  the Option  exercise price per Share of
Common Stock, and the  consideration to be given or received by the Company upon
the exercise of any outstanding Option;

                           (ii)    cancel any or all previously granted Options,
provided that  appropriate  consideration  is paid to the Optionee in connection
therewith; and/or

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                         (iii)    make such other adjustments in connection with
the Plan as the Committee, in its sole discretion,  deems necessary,  desirable,
appropriate or advisable.

                  (d)  Acceleration.  The Committee  shall at all times have the
power to accelerate  the exercise date of Options  previously  granted under the
Plan.

                  (e) Non-recurring Dividends.  Upon the payment of a special or
non-recurring  cash  dividend  that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately,  except to the  extent  that the  Participant  shall  otherwise
receive payments associated with Dividend Equivalent Rights attributable to such
Options with regard to such special or non- recurring cash dividends.

         Except as expressly provided in Sections 11(a), 11(b) and 11(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 11.

         12. Time of Granting Options.  The date of grant of an Option under the
Plan shall, for all purposes,  be the date specified in accordance with the Plan
or the date on which the  Committee  makes the  determination  of granting  such
Option.  Notice of the grant of an Option shall be given to each  individual  to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant in a form determined by the Committee.

         13.  Modification  of Options.  At any time and from time to time,  the
Board may  authorize  the  Committee to direct the  execution  of an  instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit  which could not be conferred on the Optionee by the grant of a
new  Option  at such  time,  or shall not  materially  decrease  the  Optionee's
benefits  under the Option  without  the  consent  of the holder of the  Option,
except as otherwise permitted under Section 14 hereof.

         14. Amendment and Termination of the Plan.

                  (a)  Action by the  Board.  The Board may  alter,  suspend  or
discontinue the Plan.

                  (b)  Change  in  Applicable  Law.  Notwithstanding  any  other
provision  contained  in the Plan,  in the event of a change in any  federal  or
state law,  rule or  regulation  which would make the exercise of all or part of
any previously  granted  Option  unlawful or subject the Company to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.

         15. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.

         (a) Shares shall not be issued with respect to any Option granted under
the Plan unless the  issuance  and delivery of such Shares shall comply with all
relevant  provisions of  applicable  law,  including,  without  limitation,  the
Securities  Act of 1933,  as  amended,  the  rules and  regulations  promulgated
thereunder,  any applicable  state  securities laws and the  requirements of any
stock exchange upon which the Shares may then be listed.

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         (b)  The   inability   of  the   Company   to  obtain   any   necessary
authorizations,  approvals or letters of non-objection  from any regulatory body
or  authority  deemed by the  Company's  counsel to be  necessary  to the lawful
issuance and sale of any Shares issuable  hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.

         (c) As a  condition  to the  exercise  of an Option,  the  Company  may
require  the  person  exercising  the  Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

         (d)  Notwithstanding   anything  herein  to  the  contrary,   upon  the
termination  of  employment  or service  of an  Optionee  by the  Company or its
Subsidiaries  for "cause" within the sole  discretion of the Board,  all Options
held by such  Participant  shall cease to be  exercisable as of the date of such
termination of employment or service.

         (e) Upon the  exercise of an Option by an Optionee  (or the  Optionee's
personal  representative),  the Committee,  in its sole and absolute discretion,
may make a cash  payment to the  Optionee,  in whole or in part,  in lieu of the
delivery  of shares of Common  Stock.  Such cash  payment  to be paid in lieu of
delivery  of Common  Stock  shall be equal to the  difference  between  the Fair
Market  Value of the  Common  Stock on the date of the Option  exercise  and the
exercise  price per share of the Option.  Such cash payment shall be in exchange
for the cancellation of such Option.  Such cash payment shall not be made in the
event that such  transaction  would  result in  liability to the Optionee or the
Company under Section 16(b) of the Securities  Exchange Act of 1934, as amended,
and regulations promulgated thereunder.

         16.  Reservation  of Shares.  During the term of the Plan,  the Company
will  reserve and keep  available a number of Shares  sufficient  to satisfy the
requirements of the Plan.

         17. Unsecured Obligation.  No Participant under the Plan shall have any
interest  in any fund or special  asset of the  Company by reason of the Plan or
the grant of any  Option  under the Plan.  No trust  fund  shall be  created  in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.

         18.  Withholding  Tax. The Company  shall have the right to deduct from
all amounts paid in cash with  respect to the  cashless  exercise of Options and
Dividend  Equivalent  Rights  under  the Plan any  taxes  required  by law to be
withheld with respect to such cash payments. Where a Participant or other person
is entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require the  Participant or such other person to pay the
Company the amount of any taxes  which the Company is required to withhold  with
respect to such  Shares,  or, in lieu  thereof,  to retain,  or to sell  without
notice,  a number of such Shares  sufficient to cover the amount  required to be
withheld.

         19. No Employment  Rights. No Director,  Employee or other person shall
have a right to be selected as a  Participant  under the Plan.  Neither the Plan
nor any action  taken by the  Committee in  administration  of the Plan shall be
construed  as giving  any person any rights of  employment  or  retention  as an
Employee,  Director or in any other capacity with the Company, the Bank or other
Subsidiaries.

         20.  Governing  Law.  The Plan shall be  governed by and  construed  in
accordance  with the laws of the  Commonwealth  of  Pennsylvania,  except to the
extent that federal law shall be deemed to apply.

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