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                                                                    EXHIBIT 10.2

                         AMERICAN GENERAL CORPORATION
                        1984 STOCK AND INCENTIVE PLAN,
                       RESTATED AS OF FEBRUARY 8, 1994,
                        AS FURTHER AMENDED AND RESTATED
                            AS OF FEBRUARY 1, 1998


                                  1. PURPOSE

          The purpose of the American General Corporation 1984 Stock and
Incentive Plan, Restated as of February 8, 1994, as further amended and restated
through February 1, 1998 (the "Plan") is to provide a means through which
American General Corporation, a Texas corporation, and its subsidiaries
(collectively, the "Company") may attract able persons to enter the employ of
the Company and to provide a means whereby those key employees upon whom the
responsibilities of the successful administration and management of the Company
rest, and whose present and potential contributions to the welfare of the
Company are of importance, can acquire and maintain stock ownership, thereby
strengthening their concern for the welfare of the Company and their desire to
remain in its employ.  A further purpose of the Plan is to provide such key
employees with additional incentive and reward opportunities designed to enhance
the profitable growth of the Company.  So that the maximum incentive can be
provided each employee, the Plan provides for granting Incentive Stock Options,
Non-Qualified Options, Restricted Stock Awards, Performance Awards, and
Incentive Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular employee.


                                2. DEFINITIONS

          The following definitions shall be applicable throughout the Plan:

          (a) "Award" means, individually or collectively, any Option,
Restricted Stock Award, Performance Award or Incentive Award.

          (b) "Board" means the Board of Directors of American General
Corporation.

          (c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Reference in the Plan to any section of the Code shall be deemed

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to include any amendments or successor provisions to such section and any
regulations under such section.

          (d) "Committee" means not less than three members of the Board who are
selected by the Board as provided in Section 4(a).

          (e) "Common Stock" means the common stock of American General
Corporation.

          (f) "Company" means, collectively, American General Corporation and
its subsidiaries, except that, in Section 14 hereof, "Company" means only
American General Corporation.

          (g) "Fair Market Value" means, as of any specified date, the average
of the highest and lowest quoted selling prices of the Common Stock as reported
on the Composite Tape for issues listed on the New York Stock Exchange on the
specified date, or, if no sales were reported on the Composite Tape on such
specified date, the average of the highest and lowest quoted selling prices of
the Common Stock on the nearest dates before and after such specified date on
which sales of the Common Stock were so reported.

          (h) "Grant Document" means the document or documents evidencing an
Award under the Plan, which may be either an agreement between the Company and
the Holder as to the Award or a notice of grant of the Award from the Company to
the Holder (including any attached statement of the terms and conditions of the
Award).

          (i) "Holder" means an employee of the Company who has been granted an
Option, a Restricted Stock Award, a Performance Award or an Incentive Award.

          (j) "Incentive Award" means an Award granted under Section 10 of the
Plan.

          (k) "Incentive Stock Option" means an incentive stock option within
the meaning of section 422(b) of the Code.

          (l) "Option" means an Award under Section 7 of the Plan and includes
both Non-Qualified Options and Incentive Stock Options to purchase Common Stock.

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          (m) "Performance Award" means an Award granted under Section 9 of the
Plan.

          (n) "Personal Representative" means the person who upon the death,
disability or incompetency of a Holder shall have acquired, by will or by the
laws of descent and distribution or by other legal proceedings, the right to
exercise an Option or the right to any Restricted Stock Award, Performance Award
or Incentive Award theretofore granted or made to such Holder.

          (o) "Plan" means the American General Corporation 1984 Stock and
Incentive Plan, Restated as of February 8, 1994, as Further Amended and Restated
as of February 1, 1998, and as amended from time to time.

          (p) "Restricted Stock Award" means an Award granted under Section 8 of
the Plan.


                  3. EFFECTIVE DATE AND DURATION OF THE PLAN

          The 1994 restatement of the Plan became effective as of February 8,
1994 upon its adoption by the Board, following its approval by the shareholders
of American General Corporation on April 29, 1993. No further Awards can be
granted under the Plan after February 8, 2004 and no Incentive Stock Options can
be granted under the Plan after April 29, 2003. The 1998 restatement of the Plan
became effective as of February 1, 1998. The Plan (as so restated) shall remain
in effect until all Options granted under the Plan have been exercised or
expired by reason of lapse of time, all restrictions imposed upon Restricted
Stock Awards have been eliminated or the Restricted Stock Awards have been
forfeited and all Performance Awards and Incentive Awards have been satisfied or
have terminated.



                               4. ADMINISTRATION

          (a) Composition of Committee. The Committee shall be selected and
appointed by the Board to administer the Plan. The Members of the Committee
shall be not include any employee of the Company or any individual who is or was
within


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the 12-month period immediately preceding the date he or she became a member of
the Committee eligible for selection to receive any stock option, stock
appreciation right, stock option surrender right or other stock allocation under
the Plan or under any other plan of the Company. A majority of the Committee
shall constitute a quorum. The Committee shall act by majority action at a
meeting, except that action permitted to be taken at a meeting may be taken
without a meeting if written consent thereto is given by all members of the
Committee.

          (b) Powers. Subject to the express provisions of the Plan, the
Committee shall have authority, in its discretion, to determine which employees
of the Company shall receive an Award, the time or times when such Award shall
be made, whether an Incentive Stock Option or Non-Qualified Option shall be
granted, the number of shares to be subject to each Option and Restricted Stock
Award, and the value of each Performance Award and Incentive Award. In making
such determinations the Committee shall take into account the nature of the
services rendered by the respective employees, their present and potential
contribution to the Company's success and such other factors as the Committee
shall deem relevant.

          (c) Additional Powers. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, this shall include the power to construe the
Plan and the respective Grant Documents thereunder, to prescribe rules and
regulations relating to the Plan, and to determine the terms, restrictions, and
provisions of the Grant Document for each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of the
Committee to cause designated Options to qualify as Incentive Stock Options, to
ensure that grants of Awards are exempt under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended from time to time, and to make all other
determinations necessary or advisable for administering the Plan. Without
limiting the generality of the foregoing, Grant Documents for Awards under the
Plan may contain such provisions covering a change of control (sometimes called
a "change in control") of the Company, as defined by the Committee in its sole
discretion, as the Committee may approve, not inconsistent with the terms of
this Plan, including without limitation provisions for the acceleration of,
vesting of, or the payment of cash in lieu of, any Award. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any Grant Document relating to an Award in the manner and to the
extent it shall deem expedient to carry it into effect. The Committee may
delegate to other persons the responsibility of performing ministerial acts in
furtherance of the Plan's purposes, but only the Committee may act on any aspect
of the Plan affecting (i) an officer or director of the Company who is an
employee of the Company or (ii) an employee to

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whom the Committee delegates authority with respect to the Plan. The
determinations of the Committee on the matters referred to in this Section 4
shall be conclusive.


                 5. GRANT OF OPTIONS, RESTRICTED STOCK AWARDS,
                   PERFORMANCE AWARDS, AND INCENTIVE AWARDS;
                          SHARES SUBJECT TO THE PLAN

          (a) Stock Grant Limit. The Committee may from time to time grant
Awards to one or more employees determined by it to be eligible for
participation in the Plan in accordance with the provisions of Section 6.
Subject to Section 11, the aggregate number of shares of Common Stock that may
be issued under the Plan shall not exceed the number of shares originally
authorized by shareholders in 1984, 9,000,000 (formerly 4,500,000 prior to the 
2-for-1 stock split effected March 1, 1993), less the aggregate number of shares
issued or issuable under the Plan prior to its amendment and restatement as of
February 8, 1994. In addition to the foregoing limit on the aggregate number of
shares that may be issued under all Awards, the aggregate number of Restricted
Stock Awards that may granted during any calendar year shall not exceed one-
tenth of one percent (0.1%) of the number of shares of Common Stock outstanding
as of December 31 of the prior year. Shares shall be deemed to have been issued
under the Plan only to the extent actually issued and delivered pursuant to an
Award. To the extent that an Award lapses or the rights of its Holder terminate
or the Award is paid in cash, any shares of Common Stock subject to such Award
shall again be available to the grant of an Award.

          (b) Stock Offered. The stock to be offered pursuant to the grant of an
Award may be authorized but unissued Common Stock or Common Stock previously
issued and outstanding and reacquired by the Company.


                                6. ELIGIBILITY

          Awards may be granted only to persons who, at the time of grant, are
key employees of the Company. Awards may not be granted to (i) any director who
is not an employee of the Company or (ii) any person who immediately after such
grant is the owner, directly or indirectly, of more than 10% of the total
combined voting power of all classes of stock of the Company.  An Award may be
granted on more than one occasion to the same person, and such Award may include
an Incentive Stock Option, Non-Qualified Option, Restricted Stock Award,
Performance Award, Incentive Award or any combination thereof.

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                               7. STOCK OPTIONS

          (a) Option Period. The term of each Option shall be as specified by
the Committee at the date of grant but shall not exceed ten years.

          (b) Limitations on Exercise of Option. An Option shall be exercisable
in whole or in such installments and at such times, commencing not earlier than
six months from the date of grant, as determined by the Committee.

          (c) Stock Option Grant Document. Each Option shall be evidenced by a
Grant Document in such form and containing such provisions not inconsistent with
the provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code.

          (d) Option Price and Payment. The price at which a share of Common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee but, subject to adjustment as provided in Section 11, shall not be
less than the Fair Market Value of a share of Common Stock at the date such
Option is granted. The Option or portion thereof may be exercised by delivery of
an irrevocable notice of exercise to the Company. The purchase price of the
Option or portion thereof shall be paid in full in the manner prescribed by the
Committee.

          (e) Restrictions on Transfer. An Option shall not be transferable
otherwise than by will or the laws of descent and distribution and may be
exercisable during the lifetime of the Holder only by such Holder.

          (f) Shareholder Rights and Privileges. The Holder shall be entitled to
all the privileges and rights of a shareholder only with respect to such shares
of Common Stock as have been purchased under the Option and for which
certificates of stock have been registered in the Holder's name.

          (g) Individual Dollar Limitations. In the case of Incentive Stock
Options, the value of shares of stock for which such Options are exercisable for
the first time in any one calendar year cannot exceed $100,000 based on the Fair
Market Value of the stock at the date of grant according to section 422(d)(1) of
the Code (or such other individual limit as may be in effect under the Code on
the date of grant).

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          (h) Surrender of Options. The Committee (concurrently with the grant
of an Option or subsequent to such grant) may, in its sole discretion, grant to
any Option Holder the right, upon written request, to surrender any exercisable
Option or portion thereof in exchange for cash, whole shares of Common Stock or
a combination thereof, as determined by the Committee, with a value equal to the
excess of the Fair Market Value, as of the date of such request, of one share of
Common Stock over the Option price for such share multiplied by the number of
shares covered by the Option or portion thereof to be surrendered. In the case
of any such surrender right which is granted in connection with an Incentive
Stock Option, such right shall be exercisable only when the Fair Market Value of
the Common Stock exceeds the price specified therefor in the Option or portion
thereof to be surrendered. In the event of the exercise of any surrender right
granted hereunder, the number of shares reserved for issuance under the Plan
shall be reduced only to the extent that shares of Common Stock are actually
issued in connection with the exercise of such surrender right. Additional terms
and conditions governing any such surrender rights may from time to time be
prescribed by the Committee in its sole discretion.

                          8. RESTRICTED STOCK AWARDS

          (a) Restriction Period to be Established by the Committee. At the time
a Restricted Stock Award is made, the Committee shall establish a period of time
(the "Restriction Period") applicable to such Award. Each Restricted Stock Award
may have a different Restriction Period, in the discretion of the Committee. The
Restriction Period applicable to a particular Restricted Stock Award shall not
be changed except as permitted by Section 8(b).

          (b) Other Terms and Conditions. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award. The Holder shall have the
right to receive dividends during the Restriction Period, to vote Common Stock
subject thereto and to enjoy all other shareholder rights, except that (i) the
Holder shall not be entitled to delivery of the stock certificate until the
Restriction Period shall have expired, (ii) the Company shall retain custody of
the stock during the Restriction Period, (iii) the Holder may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the stock during
the Restriction Period and (iv) a breach of the terms and conditions established
by the Committee pursuant to the Restricted Stock Award, shall cause a
forfeiture of the Restricted Stock Award. At the time of such Award, the
Committee may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to Restricted Stock Awards, including, but not limited to,
rules 

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pertaining to the termination of employment (by retirement, disability, death or
otherwise) of a Holder prior to expiration of the Restriction Period.

          (c) Payment for Restricted Stock. A Holder shall not be required to
make any payment for Common Stock received pursuant to a Restricted Stock Award,
except to the extent otherwise required by law or the Committee.


                             9. PERFORMANCE AWARDS

          (a) Performance Period. The Committee shall establish, with respect to
and at the time of each Performance Award, a performance period over which the
performance of the Holder shall be measured.

          (b) Performance Awards. Each Performance Award shall have a maximum
value established by the Committee at the time of such Award.

          (c) Performance Measures. A Performance Award shall be awarded to an
employee contingent upon future performance of the Company or any subsidiary,
division or department thereof by or in which he is employed during the
performance period. The Committee shall establish the performance measures
applicable to such performance prior to the beginning of the performance period
but subject to such later revisions as the Committee shall deem appropriate to
reflect significant, unforeseen events or changes.

          (d) Awards Criteria. In determining the value of Performance Awards,
the Committee shall take into account an employee's responsibility level,
performance, potential, other Awards and such other considerations as it deems
appropriate.

          (e) Payment. Following the end of the performance period, the Holder
of a Performance Award shall be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance Award, based on the achievement
of the performance measures for such performance period, as determined by the
Committee. Payment of a Performance Award may be made in cash, Common Stock or a
combination thereof, as determined by the Committee. Payment shall be made in a
lump sum or in installments as prescribed by the Committee. Any payment to be
made in Common Stock shall be based on the Fair Market Value of the Common Stock
on the payment date.

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          (f) Termination of Employment. A Performance Award shall terminate if
the Holder does not remain continuously in the employ of the Company at all
times during the applicable performance period, except as may be determined by
the Committee.


                             10. INCENTIVE AWARDS

          (a) Incentive Awards. Incentive Awards are rights to receive shares of
Common Stock (or the Fair Market Value thereof), or rights to receive an amount
equal to any appreciation or increase in the Fair Market Value of Common Stock
over a specified period of time, which vest over a period of time as established
by the Committee, without payment of any amounts by the Holder thereof or
satisfaction of any performance criteria or objectives. Each Incentive Award
shall have a maximum value established by the Committee at the time of such
Award.

          (b) Award Period. The Committee shall establish, with respect to and
at the time of each Incentive Award, a period over which the Award shall vest
with respect to the Holder.

          (c) Awards Criteria. In determining the value of Incentive Awards, the
Committee shall take into account an employee's responsibility level,
performance, potential, other Awards and such other considerations as it deems
appropriate.

          (d) Payment. Following the end of the vesting period for an Incentive
Award, the Holder of an Incentive Award shall be entitled to receive payment of
an amount, not exceeding the maximum value of the Incentive Award, based on the
then vested value of the Award. Payment of an Incentive Award may be made in
cash, Common Stock or a combination thereof as determined by the Committee.
Payment shall be made in a lump sum or in installments as prescribed by the
Committee. Any payment to be made in Common Stock shall be based on the Fair
Market Value of the Common Stock on the payment date. Cash dividend equivalents
may be paid during or after the vesting period with respect to an Incentive
Award, as determined by the Committee.

          (e) Termination of Employment. An Incentive Award shall terminate if 
the Holder does not remain continuously in the employ of the Company at all 
times during the applicable vesting period, except as may be otherwise 
determined by the Committee.

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                           11. EQUITABLE ADJUSTMENTS

          Subject to any required action by the Company's shareholders, upon the
occurrence of any event which affects the shares of Common Stock in such a way
that an adjustment of outstanding Awards is appropriate in order to prevent the
dilution or enlargement of rights under the Awards (including, without
limitation, any extraordinary dividend or other distribution (whether in cash or
in kind), recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event), the Committee shall make appropriate
equitable adjustments, which may include, without limitation, adjustments to any
or all of the number and kind of shares of stock (or other securities) which may
thereafter be issued in connection with such outstanding Awards and adjustments
to any exercise price specified in the outstanding Awards and shall also make
appropriate equitable adjustments to the number and kind of shares of stock (or
other securities) authorized by or to be granted under the Plan.  Further, the
Committee, in its sole discretion, may make appropriate equitable adjustments,
including, without limitation, those described in the immediately preceding
sentence, in any other circumstances under which the Committee deems such
adjustments to be desirable.  Any adjustment made to an Incentive Stock Option
hereunder, with respect to either (i) the number or price of shares of stock
subject to Incentive Stock Options or (ii) the aggregate number of shares which
may be issued pursuant to Incentive Stock Options, shall be made in a manner
which will permit such option to continue to constitute an Incentive Stock
Option within the meaning of section 422 of the Code.


                           12. AMENDMENT OF THE PLAN

          The Board may amend the Plan at any time and the Committee may amend
any Award (and its related Grant Document) at any time, except as otherwise
specifically provided in such Grant Document; provided that no change in any
Award theretofore granted may be made that would impair the rights of the Holder
of any Award under the Plan without the consent of the Holder, and provided,
further, that the Board may not, without approval of the shareholders, amend the
Plan:

          (a) to increase the maximum number of shares which may be issued on
exercise or surrender of Options or pursuant to Restricted Stock Awards,
Performance Awards or Incentive Awards, except as provided in Section 11;

          (b) to change the minimum Option price;

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          (c) to extend the maximum Option term;

          (d) to change the class of employees eligible to receive Awards;
 
          (e) to extend the maximum period during which Awards may be granted
under the Plan; or

          (f) to materially increase the benefits accruing to employees under
the Plan.


                            13. EFFECT OF THE PLAN

          (a) No Right to an Award. Neither the adoption of the Plan nor any
action of the Board or of the Committee shall be deemed to give an employee any
right to be granted an Option to purchase Common Stock, a right to a Restricted
Stock Award or a right to a Performance Award or Incentive Award or any other
rights hereunder except as may be evidenced by an Award or by a Grant Document
with respect to an Option or other Award, and then only to the extent and on the
terms and conditions expressly set forth therein. The Plan shall be unfunded.
The Company shall not be required to establish any special or separate fund or
to make any other segregation of funds or assets to assure the payment of any
Award.

         (b) No Employment Rights Conferred. Nothing contained in the Plan shall
(i) confer upon any employee any right with respect to continuation of
employment with the Company or (ii) interfere in any way with the right of the
Company to terminate his or her employment at any time.

          (c) Other Laws; Withholding. The Company shall not be obligated to
issue any shares of Common Stock until there has been compliance with such laws
and regulations as the Company may deem applicable. No fractional shares of
Common Stock shall be delivered. The Company shall have the right to deduct in
connection with all Awards any taxes required by law to be withheld and to
require any payments required to enable it to satisfy its withholding
obligations.


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                    14. MODIFICATION OF OUTSTANDING AWARDS
 
          Except as specified in this Section 14, notwithstanding the provisions
of any Grant Document evidencing any Award outstanding hereunder on February 1,
1998, if such Grant Document contains provisions with respect to the effect of a
"Change of Control" upon such Award, certain of those provisions shall be deemed
modified as follows (subject to any consent of the Holder specifically required
by the Grant Document):

          (a) Any provision in the applicable Grant Document which states that a
Change of Control shall be deemed to have occurred in circumstances described
substantially as follows:

          "the Company shall (i) merge or consolidate with or into another
          corporation or entity or enter into a share exchange between
          shareholders of the Company and another corporation or entity pursuant
          to Article 5.02 of the Texas Business Corporation Act and as a result
          of such merger, consolidation or share exchange less than seventy
          percent (70%) of the outstanding voting securities of the surviving or
          resulting corporation or entity shall then be owned in the aggregate
          by the former shareholders of the Company, other than (x) affiliates
          (within the meaning of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act")) of the Company or (y) any party to such merger,
          consolidation or share exchange or (ii) sell, lease, exchange or
          otherwise dispose of all or substantially all of the Company's
          property and assets in one transaction or a series of related
          transactions to one or more other corporations or entities that are
          not subsidiaries of the Company;"

shall be modified to provide that a Change of Control shall be deemed to have
occurred if:

          "(i) the Company or any direct or indirect subsidiary of the Company
          shall merge or consolidate with or into another corporation or entity
          or enter into a share exchange between shareholders of the Company or
          any direct or indirect subsidiary of the Company and another
          corporation or entity pursuant to Article 5.02 of the Texas Business
          Corporation Act and as a result of such merger, consolidation or share
          exchange less than seventy percent (70%) of the outstanding voting
          securities of the surviving or resulting corporation or entity or any
          parent thereof shall then be owned in the aggregate by the former
          shareholders of the Company, other than (x) affiliates (within the
          meaning of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) of the Company or (y) any party to such merger,

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          consolidation or share exchange or (ii) the Company shall sell, lease,
          exchange or otherwise dispose of all or substantially all of the
          Company's property and assets in one transaction or a series of
          related transactions to one or more other corporations or entities
          that are not subsidiaries of the Company;"

          (b) Any provisions in the Grant Document of a stock option which would
require the payment of the "Merger Spread" in connection with the automatic
surrender and cancellation of the stock option when a Change of Control occurs
because of a merger, consolidation or share exchange shall be deemed modified by
the addition of the following provision:

          "Notwithstanding any other provision hereof, if a Change of Control
          occurs which would otherwise require the payment to the Holder of the
          Merger Spread and the automatic surrender and cancellation of the
          option hereunder, there shall be no payment of the Merger Spread and
          no automatic surrender and cancellation of the option.  Instead,
          immediately prior to the occurrence of that particular type of Change
          of Control, the option shall become fully vested and exercisable.  As
          used in the immediately preceding sentence, "immediately prior" to the
          Change of Control shall mean sufficiently in advance of the Change of
          Control to permit the Holder to take all steps reasonably necessary to
          exercise the option fully and to deal with the shares purchased under
          the option so that those shares may be treated in the same manner in
          connection with the Change of Control as the shares of Stock of other
          shareholders."

          (c) Any provision in a Grant Document which might limit the Change-of-
Control vesting of, or the Change-of-Control lapse of Forfeiture Restrictions
with respect to, the Award under the Grant Document in the event that such
vesting or lapse might constitute a "parachute payment" shall not apply if the
Holder of the Award also holds, immediately prior to any such Change of Control,
an individual employment or severance agreement with the Company pursuant to
which the Company undertakes to pay the excise tax which might otherwise be
imposed upon the Holder under section 280G of the Code in connection with such
vesting or lapse.

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