PERFORMANCE STOCK AGREEMENT

                           PERFORMANCE STOCK AGREEMENT

         THIS PERFORMANCE STOCK AGREEMENT (the "Award Agreement"), dated as of
January 10, 2006 (the "Award Date"), is made by and between Integra LifeSciences
Holdings Corporation, a Delaware corporation (the "Company"), and Maureen B.
Bellantoni, an employee of the Company (or one or more of its Related
Corporations or Affiliates), hereinafter referred to as the "Participant":

         WHEREAS, the Company maintains the Integra LifeSciences Holdings
Corporation 2003 Equity Incentive Plan, as amended (the "Plan") and wishes to
carry out the Plan, the terms of which are hereby incorporated by reference and
made part of this Award Agreement; and

         NOW, THEREFORE, in consideration of the various covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:

                                   ARTICLE I.
                                  DEFINITIONS

         Capitalized terms not otherwise defined below shall have the meaning
set forth in the Plan. The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates.

         Section 1.1 Employment Agreement. "Employment Agreement" shall mean the
Participant's employment agreement with the Company, dated January 10, 2006.

         Section 1.2 Performance Goals. "Performance Goals" shall mean the
specific goal or goals determined by the Committee, as specified in Exhibit B.

         Section 1.3 Performance Period. "Performance Period" shall mean the
period of time that the Performance Goals must be met, as specified in Exhibit
B.

         Section 1.4 Performance Stock. "Performance Stock" shall mean 10,000
Shares that will be issued to the Participant under this Award Agreement if the
Performance Goals or such other criteria described hereunder are met during the
Performance Period.

         Section 1.5 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3
under the Exchange Act, as such Rule may be amended from time to time.

         Section 1.6 Secretary. "Secretary" shall mean the Secretary of the
Company.
      
         Section 1.7 Termination of Service. "Termination of Service" shall mean
the time when the Participant ceases to provide services to the Company and its
Related Corporations and Affiliates as an employee or Associate for any reason
with or without cause, including, but not by way of limitation, a termination by
resignation, discharge, death, or Disability. A Termination of Service shall not
include a termination where the Participant is simultaneously reemployed by, or
remains employed by, or continues to provide services to, the Company and/or one
or more of its Related Corporations and Affiliates or a successor entity
thereto.


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                                  ARTICLE II.
                           AWARD OF PERFORMANCE STOCK

         Section 2.1 Award of Performance Stock. As of the Award Date, the
Company issues to the Participant the right to receive after the end of the
Performance Period (or such earlier date as provided in Section 3.2 of this
Award Agreement) the Performance Stock if the Performance Goals and the other
conditions set forth in this Award Agreement are met. If the Performance Goals
are satisfied, the Company shall cause the Performance Stock to be issued in the
name of the Participant as described under Section 3.3 of this Award Agreement.
As a further condition to the Company's obligations under this Award Agreement,
the Participant's spouse, if any, shall execute and deliver to the Company the
Consent of Spouse attached hereto as Exhibit A.

         Section 2.2 Forfeiture; Anti-Assignment. The right to receive the
Performance Stock shall be subject to forfeiture as provided in Section 3.1 of
this Award Agreement, and the Participant shall have no right to sell, assign,
transfer, pledge, or otherwise encumber or dispose of the Participant's right to
receive the Performance Stock.

         Section 2.3 Dividend Equivalents. Prior to the end of the Performance
Period, the Participant shall have the right to receive an amount equal to all
dividends or other distributions paid or made with respect to the Shares
underlying the Performance Stock as though the Performance Stock had been issued
as of the Award Date. Payment shall be made at the same time as the payment of
dividends on its Shares are made to the Company's stockholders.

         Section 2.4 Voting Rights. Prior to the issuance of the Performance
Stock, the Participant shall have no voting rights with respect to any Shares
represented by the Performance Stock.

                                  ARTICLE III.
                                 RESTRICTIONS

         Section 3.1 Forfeiture. If the Performance Goals are not met by the end
of the Performance Period, the Participant shall