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EXHIBIT 10.7
  TRIANGLE
    CAPITAL CORPORATION
    AMENDED AND RESTATED
    2007 EQUITY INCENTIVE PLAN
  Section 1.  Purposes.
  Generally.
  Amendment and
    Restatement.
  Section 2.  Definitions.
    1940 Act
  Affiliate
  Award and/or
  Award Agreement
  Board
  Cause
  Change in Control
   1




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and/or
      Code
  Committee Section 3.3.
  Covered Officer
  Director
  Disability
  Employee
  Exchange Act
  Fair Market Value Section 6.2
 2




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Incentive Stock Option Section 6
  Non-Qualified Stock Option Sections 6 9
  Non-Employee Director
  Option
  Option Price
  Participant
  Performance Award Section 8
  Person
  Restricted Share Restricted Share Award Sections 7 9
  Retirement
  SEC
  Section 16
  Section 162(m)
  Shares
  Substitute Awards
  Section 3.  Administration.
  Administration by the
    Board. Section 3.3
  Powers of the Board.
   3




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Section 13.
  Section 13.
    Delegation to Committee. Section 3.3
  Effects of Boards
    Decision.
  Section 4.  Shares
    Available For Awards.
  Shares Available. Section 4.5
  Limits on Grants of Individual Awards
      Limits on Grants of Restricted
    Shares.
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Section 15.1
  Limits on Number of
    Awards.
  Adjustments. split-up,
  Substitute Awards.
  Sources of Shares Deliverable Under
    Awards.
  No Grants in Contravention of 1940
    Act.
  Section 5.  Eligibility.
  Section 9.
  Section 6.  Stock
    Options.
  Grant. Section 6.2
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Price.
  Term. Section 3.2
  Exercise
  Section 6.5
       6




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Ten Percent Stock
    Rule.
  Section 7.  Restricted
    Shares.
  Grant
      Sections 7.1(a) 7.1(b)
  Delivery of Shares and Transfer
    Restrictions.
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Termination of
    Restrictions.
  Section 8.  Performance
    Awards.
  Grant.
  Terms and Conditions.
  Payment of Performance
    Awards. and/or
  Section 9.  Non-Employee
    Director Awards.
  Sections 9.2 9.3 and/or
  Section 9.3 Sections 6 7
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Section 10.  Provisions
    Applicable To Covered Officers And Performance Awards.
  Section 10.
  Section 8 Section 8
    Section 11.  Termination
    Of Employment.
    Section 12.  Change
    In Control.
    Section 13.  Amendment
    And Termination.
  Amendments to the Plan.
  Amendments to Awards. Section 6.2 Section 13.5
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Adjustments of Awards Upon the Occurrence of
    Certain Unusual or Nonrecurring Events. Section 4.5
  Section 409A
    Compliance.
  Exercise Price of
    Awards.
  Section 14.  General
    Provisions.
  Limited Transferability of
    Awards. and/or
  Dividends. Section 4
  No Rights to Awards.
  Share Certificates.
  Withholding.
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Award Agreements.
  No Limit on Other Compensation
    Arrangements.
  No Right to Employment.
  No Rights as
    Stockholder.
  Governing Law.
  Severability.
  Other Laws. non-U.S. laws
  No Trust or
    Fund Created.
 11




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No Fractional Shares.
  Headings.
  1940 Act.
  Section 15.  Term
    Of The Plan.
  Effective Date.
  Expiration Date.
 12