##### 



EXHIBIT 10.3
 DIGENE CORPORATION
AMENDED AND RESTATED DIRECTORS EQUITY COMPENSATION PLAN
 ARTICLE 1
PURPOSE; EFFECTIVE DATE; DEFINITIONS
 Purpose Plan Company
 Effective Date
 Definitions
  Award 
  Board 
  Change of Control 
  Code 
  Common Stock 
  Company 




---



##### 



 Director 
 Disability
  Employee 
  Fair Market Value 
  Non-Employee Director 
  Option 
  Option Agreement 
  Option Shares 
  Participant 
  Plan 
  Restricted Stock 
 2




---



##### 



 Restricted Stock Agreement 
 Restricted Stock Award
  Restricted Stock Unit 
  Restricted Stock Unit Agreement 
 ARTICLE 2
ADMINISTRATION
 Administration
 Board Action
 Board Powers
 3




---



##### 



Good Faith Determinations
 ARTICLE 3
 ELIGIBILITY; TYPES OF BENEFITS; SHARES SUBJECT TO PLAN
 Eligibility
 Shares Subject to this Plan
 Individual Limit
 Changes .
 4




---



##### 



ARTICLE 4
 STOCK OPTIONS
 Grant; Terms and Conditions
 Type of Options
 Number of Shares
 Option Price
 Medium and Time of Payment
 Term and Exercise of Options 5
        Change of Control
 Merger and Other Fundamental Transactions
   Rights as a Stockholder
 Modification, Extension and Renewal of Options 6
        Exercisability and Term of Options
 Termination
 Other Terms and Conditions
 Non-Employee Director Options
 7




---



##### 



ARTICLE 5
 RESTRICTED STOCK UNITS
 Award; Terms and Conditions
 Number of Shares and Forfeiture
 Vesting Period
 Termination
 Changes
 8




---



##### 



Change of Control
 Payment of Restricted Stock Units
 Common Stock Ownership
 5.2 Non-Employee Director Restricted Stock Units
 ARTICLE 6
 RESTRICTED STOCK AWARDS
 Award; Terms and Conditions
 Number of Shares and Forfeiture
 Stock Certificate 9
        Restriction Period
 Termination
 Changes
 Change of Control
 ARTICLE 7
 MISCELLANEOUS
 Withholding Taxes
 10




---



##### 



Amendment, Suspension, Discontinuance or Termination of Plan
 Governing Law
 Designation
 Indemnification
 Reservation of Shares
 Application of Funds
 No Obligation to Exercise
 11




---



##### 



Uncertificated Shares i.e.
 Forfeiture for Competition
 Adjustments
 Rights of Company
 Successors
 Nonassignment provided however
 12




---



##### 



Board Service
 Other Actions
 Tax Treatment and Characterization
 Legend
  Listing and Other Conditions .
   13




---



##### 



As revised by the Board at its meeting held September 10, 1998  the last two sentences of
Section 4.1(d) were added and subsection (3) of the second sentence of Section 4.1(h) was revised.
 As amended and restated by the Board at its meeting held October 26, 2000  adding and clarifying
the definition Change of Control to Section 1.3(b), amending and restating Section 4.1(e) with
new provisions regarding the treatment of Options in the event of a Change of Control transaction
and adding Section 4.3 regarding automatic Option grants to certain Non-Employee Directors.
 As revised by the Board at its meeting held September 12, 2002  the first sentence of Section 4.3
was revised.
 As
revised by the Board at its meeting held October 23, 2002  Section 4.3 was revised.
 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 Options, to limit the
term of Options granted on or after September 20, 2005 to a maximum of seven years, to require that
the exercise price of any 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, to change the governing law of the Plan to Delaware law 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 include provisions for the award of
Restricted Stock and Restricted Stock Units, to extend the termination date of the Plan to October
26, 2015, to revise Section 4.3 and to make conforming changes throughout the Plan.
 As revised by the Board at its meeting held on September 7, 2006 and approved by the stockholders
at the Annual Meeting held on October 25, 2006 to increase the number of shares of common stock
available for grants and awards under the Plan by 100,000 shares, from 500,000 to 600,000.
 As revised by the Board by unanimous written consent dated November 2, 2006 to amend Section 3.4 to
make any antidilution adjustment automatic.
 14