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EXHIBIT 10.13
 DIGENE CORPORATION
 AMENDED AND RESTATED 1999 INCENTIVE PLAN
 Article I
Purpose
  Article II
Definitions
  Award
 Board
 Change of Control
 Code
 Committee




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Common Stock
 Date of Grant
 Disability
 Effective Date
 Employee
 Fair Market Value
 Incentive Stock Option
 Non-Qualified Stock Option
 Participant
 2




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Performance Goal
 Performance Period
 Performance Shares
 Performance Shares Award
 Performance Shares Award Commitment
 Restricted Stock Unit
 Restricted Stock Unit Agreement
 Restriction Period
 Stock Option Option
 Subsidiary
 3




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Termination of Employment
 Unrestricted Stock
 Unrestricted Stock Agreement
 Article III
Administration
 The Committee
 Awards
     Guidelines
 4




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Decisions Final
 Article IV
Share Limitation
 Shares
 5




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Individual Limit
 Changes
 Article V
Eligibility
 Awards to Employees
 Article VI
Stock Options
 Options
 Grants
 Incentive Stock Options
 6




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Terms of Options
 Stock Option Certificate
 Option Price
 Option Term
 Exercisability
 Method of Exercise
 7




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Death
 Disability
 Termination of Employment
 Change of Control
 8




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Merger and Other Fundamental Transactions
 Non-Transferability of Options
 Incentive Stock Option Limitations
 Ten-Percent Stockholder Rule
  Rights as Stockholder
 9




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Article VII
Performance Shares
 Award of Performance Shares
 Terms and Conditions
 Performance Period
 Performance Goals
 Revisions for Significant Events
 Performance Shares Award Commitment
 Changes
 10




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Achievement of Performance Goals
 Payment of Performance Shares Awards
 Non-Transferability of Performance Shares Awards
 Death or Disability
 11




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Change of Control
 Termination of Employment
 Article VIII
Restricted Stock Units and Unrestricted Stock
 Awards of Restricted Stock Units
 Terms and Conditions
 Restricted Stock Unit Agreement
 12




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Stock Certificate
 Restriction Period
 Termination of Employment
 Changes
 Non-Transferability of Restricted Stock Unit Awards
 Unrestricted Stock
 13




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Article IX
Termination or Amendment
 Termination or Amendment of Plan
 Article X
Unfunded Plan
 Unfunded Plan
 Article XI
General Provisions
 Nonassignment
 14




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Legend
  Uncertificated Shares i.e.
 Forfeiture for Competition
 Other Plans
 No Right to Employment
 15




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Withholding of Taxes
 Listing and Other Conditions
    Governing Law
 Construction
 Liability of the Board and the Committee
 16




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Other Benefits
 Costs
 Severability
 Successors
 Headings
 Article XII
Term of Plan
 Effective Date
 Termination Date
 As originally adopted by the Board by unanimous written consent dated September 14, 1999 and
approved by the stockholders at the Annual Meeting held on October 28, 1999.
 As revised by the Board by unanimous written consent dated September 21, 2000 and approved by the
stockholders at the Annual Meeting held on October 26, 2000  the first sentence of Section 4.1 was
amended to increase the maximum aggregate number of shares of Common Stock that may be issued under
the Plan from 1,000,000 to 2,000,000.
 As revised by the Board at its October 26, 2000 meeting to clarify the Change of Control
definition.
 As revised by the Board by unanimous written consent dated September 5, 2001 and approved by the
stockholders at the Annual Meeting held on October 25, 2001  the first sentence of Section 4.1 was
amended to increase the maximum aggregate number of shares of Common Stock that may be issued under
the Plan from 2,000,000 to 3,000,000.
 As revised by the Board at its meeting held February 19, 2002  sentence was added to the end of
Section 6.4(h), Termination of Employment, regarding termination of options if optionee continues
as a Director.
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As revised by the Board at its meeting held September 12, 2002 and approved by the stockholders at
the Annual Meeting held on October 24, 2002  the first sentence of Section 4.1 was amended to
increase the maximum aggregate number of shares of Common Stock that may be issued under the Plan
from 3,000,000 to 4,000,000.
 As revised by the Board at its meeting held September 5, 2003 and approved by the stockholders at
the Annual Meeting held on October 30, 2003  the first sentence of Section 4.1 was amended to
increase the maximum aggregate number of shares of Common Stock that may be issued under the Plan
from 4,000,000 to 4,900,000.
 As revised by the Board at its meeting held October 30, 2003 to remove the provisions vesting sole
authority in the Board to grant Awards to Reporting Persons and to amend the definition of
Committee.
 As revised by the Board at its meeting held September 9, 2004 and approved by the stockholders at
the Annual Meeting held on October 27, 2004 to include provisions providing for the grant of
Performance Shares under the Plan.
 As revised by the Compensation Committee by unanimous written consent, dated March 2, 2005, to add
Exhibit A to provide for additional restrictions and requirements related to the issuance of stock
option awards to eligible French Employees.
 As revised by the Board by unanimous written consent dated September 20, 2005 to require
stockholder approval of any reduction of the exercise price of outstanding Stock Options, to limit
the term of Stock Options granted on or after September 20, 2005 to a maximum of seven years, to
require that the exercise price of any Stock Options granted under the Plan be no less than 100% of
the Fair Market Value of the Common Stock on the date of grant, to clarify that the number of
shares of common stock available for issuance under the Plan will be reduced by the gross, not net,
number of shares of common stock subject to Awards, and to make certain technical amendments to the
Plan to comply with Section 409A of the Code.
 As revised by the Board by unanimous written consent dated September 20, 2005 and approved by the
stockholders at the Annual Meeting held on October 26, 2005 to amend Section 4.1 to increase the
maximum aggregate number of shares of Common Stock that may be issued under the Plan from 4,900,000
to 5,100,000 and to provide that any grant of Performance Shares, Restricted Stock Units or
Unrestricted Stock under the Plan on or after October 26, 2005 will be counted against the Plans
share reserve as two shares for every one share subject to such Award and to amend Section 6.4(h)
to extend the period during which vested Stock Options may be exercised following an optionees
termination of employment if the optionee is engaged as a consultant by the Company following his
or her termination.
 As revised by the Compensation Committee at its meeting on January 25, 2006 to include provisions
regarding the restriction on transferability of Performance Shares Awards and Restricted Stock Unit
Awards, and to modify all references in the Plan to Restricted Stock Awards to be and refer to
Restricted Stock Unit Awards, to more properly reflect the actual nature of the Awards.
 As revised by the Compensation Committee at its meeting on July 26, 2006, to amend and restate
Exhibit A  Equity Incentive Awards to Employees Working in France to add restricted stock units to
the types of awards that can be granted to eligible French Employees.
 18