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EXHIBIT 10.1
 DIGENE CORPORATION
AMENDED AND RESTATED OMNIBUS PLAN
 ARTICLE 1
PURPOSE; EFFECTIVE DATE; DEFINITIONS
 Purpose Plan Company
 Effective Date
 Definitions
 Agreement
 Benefits
     Board
 Change of Control




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Code
 Committee
 Common Stock
 Company
 Employee
 Exchange Act
 Fair Market Value
 ISO
 2




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NQSO
 Non-Employee Director
 Option
 Option Agreement
 Option Shares
 Plan
 Restricted Stock
 Restricted Stock Agreement
 Restriction Period
 SAR Agreement
 Stock Appreciation Right or SAR
 10% Stockholder
 Unrestricted Stock
 Unrestricted Stock Agreement
 3




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ARTICLE II
ADMINISTRATION
 Committee Administration
 Committee Composition
  Committee Powers
 4




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Limitation on Receipt of Benefits by Committee Members
 Good Faith Determinations
 ARTICLE III
ELIGIBILITY; TYPES OF BENEFITS; SHARES SUBJECT TO PLAN
 Eligibility
 Types of Benefits
 Shares Subject to this Plan
 $100,000 Limitation
 5




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Changes .
 ARTICLE IV
STOCK OPTIONS
 Grant; Terms and Conditions
 Number of Shares
 Option Price
 6




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Medium and Time of Payment
 Term and Exercise of Options
 Recapitalization; Reorganization
  7




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8




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Rights as a Stockholder
 Modification, Extension and Renewal of Options
 9




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Exercisability and Term of Options
 [Deleted by amendment.]
 Other Terms and Conditions
 10




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ARTICLE V
STOCK APPRECIATION RIGHTS
 Grant of Stock Appreciation Rights
 Exercise
 Terms and Conditions
    Effect on Related Stock Option
 No Rights as a Stockholder
 11




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ARTICLE VI
RESTRICTED AND UNRESTRICTED STOCK
 Restricted Stock
     12




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Unrestricted Stock
 ARTICLE VII
MISCELLANEOUS
 Withholding Taxes
 Amendment, Suspension, Discontinuance or Termination of Plan
 13




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Governing Law
 Designation
 Indemnification of Committee
 Reservation of Shares
 Application of Funds
 14




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No Obligation to Exercise
 Approval of Stockholders
 Uncertificated Shares i.e.
 Forfeiture for Competition
 Successors
 Employment Rights
 Other Actions
 Tax Treatment and Characterization
 15




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Legend
  As amended by the Board at its July 30, 1998 meeting  Sections 1.1 and 1.3(h) revised to include
subsidiaries of the Company.
 As amended by the Board at its September 10, 1998 meeting  Last sentence of Section 4.1(d) amended
to include exercise by a designated beneficiary and subsection (3) of Section 4.1(h) revised.
 As amended and restated 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   Adding Change of
Control definition to Section 1.3(d) and amending and restating Section 4.1(e) with provisions
regarding the treatment of Options in the event of a Change of Control transaction.
 As amended by the Board at its October 26, 2000 meeting  Change of Control definition clarified;
and Section 4.2 (automatic grant to non-employee directors) deleted and moved to the Directors
Plan.
 As amended by the Board at its February 19, 2002 meeting  Sentence added to the end of Section
4.1(h), Exercisability and Term of Options, regarding termination of stock options if optionee
continues as a Director.
 As revised by the Committee at its meeting held July 26, 2006 to require stockholder approval of
any reduction of the exercise price of outstanding Options, and to verify the termination of the
right to grant Benefits under the Plan as of March 26, 2006.
 As revised by the Board by unanimous written consent dated November 2, 2006, to delete the prior
first paragraph of Section 4.1(e) and to add new Section 3.5 to require automatic anti-dilution
adjustment in the event of a reorganization or recapitalization.
 16