FIRST AMENDMENT TO THE MEDICALCV, INC. AMENDED AND RESTATED 2005 DIRECTOR STOCK OPTION PLAN

Exhibit 10.2

FIRST AMENDMENT
TO THE
MEDICALCV, INC.
AMENDED AND RESTATED 2005 DIRECTOR STOCK OPTION PLAN

In accordance with Section 8 of the Amended and Restated Director Stock Option Plan (the “Plan”), which permits the Board to amend the Plan, the Plan is hereby amended effective as of February 15, 2008.  Section 6(d) shall be amended and restated as follows:

“(d) “Change of Control” means any one of the following:

(i)         the acquisition by any person or group deemed a person under Sections 3(a)(9) and 13(d)(3) of the Exchange Act (other than the Company and its subsidiaries as determined immediately prior to that date) of beneficial ownership, directly or indirectly (with beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under the Exchange Act), of a majority of the total combined voting power of all classes of Stock