Non-employee Director Stock Option Plan Amend 3-7

GENTEX CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(AS AMENDED AND RESTATED, EFFECTIVE MARCH 7, 1997)


PART I: PLAN ADMINISTRATION AND ELIGIBILITY


1.1 PURPOSE. The purpose of this Non-Employee Director Stock Option Plan (the "Plan") of Gentex Corporation (the "Company") is to make service on the Board of Directors of the Company (the "Board") more attractive to present and prospective outside directors of the Company, as the continued services of qualified outside directors are considered essential to the Company's sustained progress, and to provide additional incentive for such directors by offering them a greater interest in the continued success of the Company through stock ownership.


1.2 ADMINISTRATION. The Plan shall be administered by the Board. Grants of stock options under the Plan ("Options") and the amount and nature of the options to be granted shall be automatic as described in Sections 1.3 and 2.2. The Board shall have the power to determine all questions arising under the Plan and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable.


1.3 STOCK SUBJECT TO THE PLAN.


A. CLASS. The stock which is to be made the subject of
options granted under the Plan shall be the Company's authorized
common stock, par value $.06 per share ("Common Stock"). Shares may
be supplied to satisfy the requirements of options granted under the
Plan out of treasury shares, whether repurchased in the open market or
otherwise, or out of authorized but unissued shares, or both, in the
discretion of the Board of Directors.


B. AGGREGATE AMOUNT.


(1) The total number of shares issuable under the Plan
shall not exceed 1,000,000 shares (subject to adjustment as provided
in Section 3.4).


(2) If any outstanding option under the Plan expires or
is terminated for any reason, then the Common Stock allocable to the
unexercised or surrendered portion of such option shall not be charged
against the limitation of Section 1.3(B)(1) above, and may again
become the subject of a stock option granted under the Plan.


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1.4 ELIGIBILITY; GRANT OF OPTIONS. Only directors who are not employees of the Company shall be eligible to receive options under this Plan. Effective as of the date of each annual meeting of the shareholders of the Company, each Non-Employee Director who is newly elected or continues in office as a director subsequent to that meeting, shall be granted an option to acquire five thousand (5,000) shares. Any Non-Employee Director who is elected as a director by the Board of Directors shall be granted an option to acquire that number of shares that is equal to five thousand (5,000) shares multiplied by a fraction that is equal to three hundred sixty-five (365), minus the number of days that have elapsed since the last annual meeting of shareholders, and dividing that difference by three hundred sixty-five (365); the result shall be rounded to the nearest whole share.


PART II: OPTIONS AND RIGHTS


2.1 NON-STATUTORY STOCK OPTIONS. All options granted under the Plan shall be non-statutory options, not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended.


2.2 TERMS, CONDITIONS, AND FORM OF OPTIONS. Each option granted under this Plan shall be evidenced by a written agreement in such form and containing such terms as the Board shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:


(A) TRANSFERABILITY OF OPTIONS. Options may not be sold,
pledged, assigned, or transferred in any manner otherwise than by will
or the laws of descent and distribution to the extent provided in
Section 2.2(D), except that the Board may authorize the grant or
amendment of options so as to permit transfer to the Optionee's spouse
and/or the Optionee's descendants or to a trust created primarily for
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