EXECUTION COPY

                                    AGREEMENT

          THIS AGREEMENT, dated as of November 2, 2004 (the "Agreement"), by and
between Covance Inc., a Delaware corporation (the "Company"), and Christopher A.
Kuebler (the "Employee").

          WHEREAS, the Company and the Employee are parties to a certain
employment agreement, dated as of November 7, 2001 (the "Employment Agreement"),
which terms shall remain in effect until December 31, 2004;

          WHEREAS, the Company and the Employee have agreed that the Employee
shall voluntarily relinquish his position and duties as Chief Executive Officer
of the Company, effective December 31, 2004;

          WHEREAS, the Employee possesses an intimate knowledge of the business
and affairs of the Company and the Company believes that it is in the best
interests of its shareholders to have the Employee continue to perform services
for the Company as an employee and Chairman of the Board of Directors of the
Company (the "Board") through December 31, 2005, or such earlier date provided
below, after which period the Employee shall retire from employment with the
Company;

          WHEREAS the Employee has agreed to serve in such capacity; and

          WHEREAS, the parties intend that this Agreement shall set forth the
terms of their agreement with respect to the foregoing.

          NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth in this Agreement, the parties hereto hereby agree as
follows:

          1. Voluntary Relinquishment of CEO Position; Effect on the Employment
Agreement. The Employee hereby voluntarily relinquishes his position and duties
as Chief Executive Officer of the Company, effective as of the close of business
on December 31, 2004 (the "Effective Date"). On the Effective Date, the
Employment Agreement shall terminate and have no further force or effect, and
shall be superseded in its entirety by this Agreement, with the parties having
no further obligations under the Employment Agreement. The parties hereto agree
that the execution of this Agreement, and any related impact on the Employee's
status, duties and responsibilities, shall not constitute a "Constructive
Termination" for purposes of the Employment Agreement.

          2. Continued Employment. From the Effective Date through and including
December 31, 2005, or such earlier date as contemplated in Section 6 of this
Agreement or as the Board may decide in its sole discretion (the "Service
Period"), the Employee shall continue to serve as an employee of the Company
with the title of Chairman of the Board. Notwithstanding anything herein to the
contrary, in the event the Board elects in its discretion to terminate the
Employee's service as Chairman of the Board (other than pursuant to Section 6
below) prior to

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December 31, 2005, then the last day of the Service Period for purposes of
Section 4 below only shall nevertheless be deemed to be December 31, 2005.

          3. Duties. During the Service Period, the Employee shall serve as
Chairman of the Board and shall diligently perform, to the reasonable
satisfaction of the Board, those services for the Company, its subsidiaries and
affiliates, as may be designated from time to time by the Board in connection
with any aspect of the Company's business. In his capacity as Chairman of the
Board, the Employee shall report exclusively to the Board. During the Service
Period, the Employee shall perform transitional services and provide information
and advice on the Company, its operations and the business at the request of the
Board, and perform such other duties as may be reasonably requested by the
Board. By way of illustration of the duties and responsibilities the Board
currently intends to assign to the Employee (and without limiting the Board's
authority to alter or revoke any such duties and responsibilities), the Employee
may be required to (a) provide advice and counsel to his successor as Chief
Executive Officer, (b) assist in developing the Company's long-range strategic
plan, (c) act as one of the liaisons between the Chief Executive Officer and the
Board, (d) preside at all meetings of the Board, including the annual meeting of
shareholders, (e) schedule and conduct Board meetings, (f) prepare, in
consultation with the Chief Executive Officer and with other directors and
committee chairs, agendas for Board and committee meetings, (g) review the
quality, quantity and timeliness of the flow of materials between management and
the Board and specifically request the inclusion of materials he deems
appropriate in materials prepared for the Board, (h) assist the Board and
Company officers in assuring compliance with the Company's corporate governance
guidelines, (i) participate in the process of interviewing potential Board
candidates, (j) together with the Corporate Governance Committee and in
consultation with the full Board, review memberships of Board committees and the
selection of committee chairs, and (k) approve, in consultation with the full
Board, the retention of consultants to report directly to the Board. The
Employee agrees to devote his undivided time and attention to the business of
the Company. The Employee shall not, without the prior written consent of the
Board, be directly or indirectly engaged in any other trade, business or
occupation for compensation requiring his personal services during the Service
Period. Nothing in this Agreement shall preclude the Employee from: (i) engaging
in charitable and community activities or from managing his personal
investments, or (ii) serving as a member of the board of directors of an
unaffiliated company not in competition with the Company, subject however in
each such case of board membership, to approval by the Board (which approval
shall not be unreasonably withheld).

          4. Compensation. In consideration of the foregoing, and the Employee's
execution and delivery of the Release Agreement set forth as Exhibit A hereto
(the "Release Agreement"), both concurrently herewith and again at the
expiration of the Service Period, the Company shall provide the Employee with
the following payments and benefits:

          (a) Base Salary. During the Service Period, the Company shall continue
to pay the Employee his base salary at the annual rate that is currently in
effect under the Employment Agreement, in the same manner as was in effect
immediately prior to the Effective Date.

          (b) Bonus. The Employee shall not be entitled to an annual bonus for
calendar year 2005 or any subsequent year under the Company's Variable
Compensation Plan or any

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other incentive bonus plans or programs established for the senior officers of
the Company. It is understood and agreed that any bonus to which the Employee
may become entitled for calendar year 2004 shall be paid to the Employee in the
ordinary course during calendar year 2005.

          (c) Supplemental Executive Retirement Benefit. The Employee shall be
entitled to receive benefits under the Company's Supplemental Executive
Retirement Plan ("SERP"), upon his attainment of age 60, in accordance with its
terms.

          (d) Other Benefits. During the Service Period, the Employee shall be
entitled to participate in pension, health and all other benefits arrangements
in which he participated immediately prior to the Effective Date, subject to the
terms of the then-applicable plans and programs.

          (e) Equity-Based Compensation. During the Service Period, all equity
based compensation awards that were previously granted to the Employee in the
form of stock options or restricted shares or otherwise under the Company's
Employee Equity Participation Program, or any applicable plans or programs
established by the Company, shall remain subject to, and be exercisable in
accordance with, their existing terms. Attached hereto as Exhibit B is a list of
the Employee's outstanding equity awards as of the Effective Date and their
respective vesting and expiration dates. Upon completion of the Service Period
and consistent with your retirement with the consent of the Board, (i) all then
vested stock options shall remain outstanding and exercisable for the remainder
of their respective terms, (ii) all then unvested stock options shall
immediately be forfeited and (iii) all unvested restricted shares shall become
immediately vested.

          (f) Special Restricted Stock Grant. In recognition of the Employee's
status as a founder of the Company, the consistent performance of both the
Company and the Employee, and the Employee's contributions to the Company's
success, the Company shall grant the Employee on the Effective Date restricted
shares of Company common stock with an aggregate fair market value (determined
by reference to the average of the opening and closing sale prices of such
common stock on the business day immediately preceding the Effective Date) of $1
million as of such date. By way of example, if the opening and closing sale
prices of Company common stock on the business day immediately preceding the
Effective Date were $38.00 and $38.50, respectively, the Employee would be
granted 26,143 shares of restricted stock under this Section 4(f) determined as
follows: $1,000,000.00 / $38.25 = 26,143. Such restricted shares shall vest on
the earlier of (i) last day of the Service Period or (ii) a Change of Control
(as defined in Section 7 of this Agreement). No further equity compensation
awards shall be granted to the Employee on or following the Effective Date.

          (g) Vacation and Sick Leave. During the Service Period, the Employee
shall continue to be entitled to vacation and sick leave in accordance with the
Company's policies in effect on the Effective Date, as may be amended from time
to time.

          (h) Office and Secretarial Support. During the Service Period, the
Company shall provide the Employee with reasonably suitable office space and
shall permit him to use the services of his current secretary, or other adequate
secretarial support in the event that such secretary is no longer employed by
the Company.

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          (i) Certain Perquisites. During the Service Period, the Employee shall
continue to receive from the Company his current automobile monthly allowance
and all office related facilities, such as his mobile phone and e-mail account.
In addition, the Company shall continue to provide an annual allowance of
$10,000 (grossed-up for tax purposes using an incremental income tax rate of
45%), prorated if the Service Period is less than one year, for the Employee to
use for financial counseling, tax preparation and legal services.

          (j) Special Bonus. In consideration of the restrictive covenants set
forth in Section 14 below, and subject to the Employee's compliance with such
covenants, the Company shall pay the Employee a special bonus of $341,698 on the
Employee's 55th birthday.

          (k) Continued Coverage. During the Service Period and thereafter for
so long as the Employee shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
investigative, or administrative, by reason of the fact that the Employee is or
was an officer or director of the Company, the Company shall continue to provide
the Employee with director's and officer's insurance coverage on terms no less
favorable than provided to the Company's then current officers and directors. In
addition, during the Service Period and thereafter, the Employee shall continue
to be covered by and have the benefit of the indemnification and expense
advancement provisions of Article 11 of the Company's certificate of
incorporation and Section VII of the Company's bylaws pursuant to the terms
thereof as in effect on the date of this Agreement.

          (l) Contingent Death Benefit Arrangement. In the event that the
Employee dies during the period commencing on the date of this Agreement and
continuing through October 31, 2013, the Company shall pay the Employee's
spouse, or his surviving children if there is no surviving spouse, a special
lump sum death benefit equal to (i) twice the lump sum benefit to which the
Employee would then have been entitled under any plan maintained by the Company
on the date of this Agreement (other than under any life insurance plan,
accidental death and dismemberment or similar plan, and any 401(k), defined
contribution or other federal tax-qualified retirement plan), by assuming that
the Employee (A) had been employed by the Company on the date of his death, (B)
notwithstanding the assumption of Subclause (A), was eligible to and had retired
the day prior to his death, and (C) had satisfied all other conditions under
such plan for the payment of a death benefit, less (ii) the lump sum benefit
actually payable, if any, under any plan not excluded under Clause (i) of this
paragraph.

          5. Place of Performance. In connection with his employment by the
Company during the Service Period, the Employee shall be based at the Company's
principal executive offices in Princeton, New Jersey and also will be permitted
to perform his duties, when reasonably appropriate, at the Company's facilities
in Pennsylvania in proximity to the Employee's principal residence.

          6. Early Termination of Service Period. Notwithstanding any other
provision of this Agreement to the contrary, in the event that (i) the Employee
resigns from his employment hereunder without the consent of the Board or (ii)
the Board terminates the employment of the Employee for Cause (as defined
below), the Service Period shall be immediately terminated, the Employee's
status as an employee of the Company shall be immediately terminated and the
Employee shall not be entitled to any further payments hereunder, and (A) all
vested options held

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by the Employee shall remain outstanding for 90 days following such termination
rather than the end of their respective terms as otherwise provided in Section
4(e) of this Agreement and (B) all unvested restricted shares held by the
Employee, including the restricted shares granted pursuant to Section 4(f) of
this Agreement, shall be forfeited.

          As used herein, the term "Cause" shall mean (i) conviction of the
Employee of a felony or conviction of a misdemeanor if such misdemeanor involves
moral turpitude; (ii) the Employee's committing any act of gross negligence or
intentional misconduct in the performance or non-performance of his duties as an
employee of the Company, including any such actions which constitute sexual
harassment under applicable laws, rules or regulations, which causes material
financial or material reputational harm with respect to the Company; (iii) if
the Employee is not disabled (as defined in the Employment Agreement), a failure
or refusal to perform the duties and services specified herein for a period of
not less than thirty days; (iv) any material breach by the Employee of any
material provision of this Agreement (other than for reasons related only to the
business performance of the Company or business results achieved by the
Employee); or (v) misappropriation of Company assets or personal dishonesty
which causes material financial or reputational harm with respect to the
Company. With respect to clauses (iii) and, solely to the extent a material
breach is susceptible of cure, (iv) of the immediately preceding sentence,
"Cause" shall not be deemed to exist unless and until (x) the Company shall have
given the Employee written notice of such alleged basis for Cause under clause
(iii) or (iv), as applicable, and (y) the Executive shall have failed to cure
such alleged basis for Cause to the reasonable satisfaction of the Board within
30 days following the effective date of such notice. For purposes of this
Section 6, no act or failure to act on the Employee's part shall be considered
to be reason for termination for Cause if done, or omitted to be done, by the
Employee in good faith and with the reasonable belief that the action or
omission was in the best interests of the Company.

          7. Termination Following a Change of Control. In the event of the
Employee's termination of employment by the Company (for reasons other than
Cause) that occurs during the Service Period, or upon the expiration of the
Service Period, and in either case following a Change of Control (as defined
below) of the Company, the Employee shall receive the following payments and
benefits:

          (a) The Employee shall be entitled to receive three years base salary
(at the Employee's effective annual rate on the date of termination) which
amount shall be paid in a lump-sum (net of appropriate withholdings) within 60
days of the date of termination;

          (b) All stock options, restricted stock (including restricted stock
granted under Section 4(f) of this Agreement), deferred compensation and similar
benefits which have not become vested on the date of a Change of Control of the
Company shall become fully vested on the date of such Change of Control;

          (c) The Employee shall be entitled to continue participation in the
Company's health and benefit plans (to the extent allowable in accordance with
the administrative provisions of those plans and applicable federal and state
law) for a period of up to three years or until the Employee is covered by a
successor employer's benefit plan, whichever is sooner; and

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          (d) The Employee shall be entitled to receive any applicable Gross-Up
Payment (as defined in the Employment Agreement) calculated in accordance with
Section XVIII of the Employment Agreement.

          Notwithstanding anything herein to the contrary, in the event of a
termination of employment triggering payments pursuant to this Section 7, the
Employee shall no longer be entitled to any payments or benefits pursuant to
Section 4 of this Agreement following such termination, except that the Employee
shall nevertheless continue to be entitled to his SERP benefits as described in
Section 4(c) of this Agreement, shall receive the restricted stock granted under
Section 4(f) of this Agreement and shall be paid the special bonus described in
Section 4(j) of this Agreement.

          For purposes of this Agreement, a "Change of Control" occurs when (i)
any person (including as such term is used in Section 13(d)(2) of the Securities
Exchange Act of 1934) becomes the beneficial owner, directly or indirectly, of
Company securities representing 20% or more of the combined voting power of the
Company's then outstanding securities; or (ii) as a result of a proxy contest or
contests or other forms of contested shareholder votes (in each case either
individually or in the aggregate), a majority of the individuals elected to
serve on the Board are different than the individuals who served on the Board at
any time within the two years prior to such proxy contest or contests or other
forms of contested shareholder votes; or (iii) the Company's shareholders
approve a merger or consolidation (where in each case the Company is not the
survivor thereof), or a sale or disposition of all or substantially all of the
Company's assets or a plan of partial or complete liquidation; or (iv) an
offeror (other than the Company) purchases shares of the Company's common stock
pursuant to a tender or exchange offer for such shares.

          8. Choice of Counsel. With respect to any claims of indemnity
applicable to the Employee, in the event of a conflict of interest, the Company
agrees that the Employee shall have the right to retain counsel of his own
choosing, subject to the reasonable approval of the Company, in connection with
any action heretofore or hereafter brought against the Employee by any third
party or any derivative action. The Company shall pay the counsel fees and costs
reasonably incurred by the Employee in defending any such claims.

          9. No Other Payments or Benefits. Except as otherwise expressly
provided in this Agreement or as required by Section 4980B(f) of the Internal
Revenue Code of 1986, as amended (relating to "COBRA" coverage), or other
applicable law, the Employee acknowledges and agrees that he is not entitled to
any payment, compensation or benefits from the Company as of the Effective Date
and that he is not entitled to any severance or similar benefits under any
agreement, plan, program, policy or arrangement, whether formal or informal,
written or unwritten, of the Company.

          10. Non-Disparagement. Following the Effective Date, the Employee
shall not, nor shall he cause another person to, directly or indirectly, make
any statement that disparages or is derogatory of the Company or its
subsidiaries and affiliates in any communications with any person.
Notwithstanding anything in this Section 10, the foregoing shall not limit
truthful responses to legal process or governmental or regulatory inquiry. Nor

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shall the Company or its subsidiaries or affiliates, directly or indirectly,
disparage the Employee in any communication.

          11. Severability. Each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. If any of the
provisions contained in this Agreement shall be determined by a court of
competent jurisdiction or an arbitration to be excessively broad as to duration,
activity, geographic application or subject matter, such provision shall be
construed, by limiting or reducing it to the extent legally permitted, so as to
make such provision enforceable to the extent compatible with then-applicable
law.

          12. Cooperation. The Employee agrees that, following the Effective
Date, he shall make himself reasonably available to reasonably assist and
cooperate with the Company, in connection with any matters relating to the
business or affairs of the Company, and any pending or future governmental or
regulatory investigation, civil or administrative proceeding, litigation or
arbitration related to the business of the Company or to the Employee's services
as an officer, director or employee of the Company. The Employee shall provide
such assistance and cooperation at such time and place and in such manner as may
be reasonably requested by the Board in good faith from time to time. Following
the Service Period, such assistance and cooperation shall be provided by the
Employee in consideration of an appropriate per diem compensation amount
mutually agreed to by the Company and the Employee. Reasonable expenses actually
incurred by the Employee under this Section 12 shall be reimbursed to the
Employee in all events.

          13. Notices. For the purpose of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be sent by messenger, overnight courier, certified or registered mail,
postage prepaid and return receipt requested or by facsimile transmission to the
parties at their respective addresses and fax numbers set forth below or to such
other address or fax number as to which notice is given.

     If to the Company:        Covance Inc.
                               Attention: General Counsel
                               210 Carnegie Center
                               Princeton, N.J.  08540


     If to the Employee:       Christopher A. Kuebler
                               At the address and/or facsimile number maintained
                               by the Company in its records

          Notices, demands and other communications shall be deemed given on
delivery thereof.

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          14. Restrictive Covenants. In consideration of the Company's covenants
hereunder, the Employee agrees to the following

          (a) Confidentiality. The Company possesses and shall continue to
possess trade secrets or other information which has been crafted, discovered,
developed by or otherwise become known to the Company, or in which property
rights have been assigned or otherwise conveyed to the Company, which
information has commercial value with respect to the business and operations of
the Company or the business and operations of its subsidiaries or its
affiliates, including, but not limited to, information regarding sales, costs,
customers, employees, products, services, apparatus, equipment, processes,
formulae, marketing, or the organization, business or finances of the Company or
its subsidiaries or its affiliates, or any information the Employee has reason
to know the Company would like to treat as confidential for any purpose, such as
maintaining a competitive advantage or avoiding undesirable publicity, whether
or not developed by the Employee ("Confidential Information"). Unless previously
authorized in writing or instructed in writing by the Company, the Employee
shall not, from and after the Effective Date, directly or indirectly, use for
his own benefit or purposes, or disclose to, or use for the benefit or purposes
of, anyone other than the Company or its subsidiaries or affiliates, any
Confidential Information, unless and until, and then only to the extent that,
such Confidential Information has (i) been or becomes published, or is or
becomes generally known in the trade through no fault of the Employee, or (ii)
such information is made known and available to the Employee by a third party,
unless the Employee knew or should have known, that such disclosure by a third
party would breach a duty or obligation to the Company, its subsidiaries or
affiliates.

          In the event the Employee becomes legally compelled to disclose any of
the Confidential Information, the Employee shall provide the Company with prompt
notice so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement. If, in the
absence of a protective order or the receipt of a waiver hereunder, the Employee
is nonetheless legally required to disclose Confidential Information to any
tribunal or else stand liable for contempt or suffer other censure or penalty,
the Employee may disclose such Confidential Information to such tribunal without
liability hereunder.

          Upon termination of the Employee's Service Period with the Company, he
shall deliver to the Company all written embodiments of the Confidential
Information, including all notes, drawings, records, and reports pertaining to
work done by the Employee during the Service Period and all other matters of
secret or confidential nature relating to the Company's business.

          (b) No Competition. The Employee acknowledges that the services to be
rendered by the Employee to the Company are of a special and unusual character,
with a unique value to the Company, the loss of which cannot adequately be
compensated by damages or an action at law. In view of the unique value to the
Company of such services for which the Employee is employed at the Company,
because of the Confidential Information obtained by, or disclosed to the
Employee, and as a material inducement to the Company to compensate the Employee
as well as provide him with additional benefits and other good and valuable
consideration, the Employee covenants and agrees that (i) unless authorized by
the Board in writing, the Employee shall not, during the Service Period and for
the two-year period following

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the expiration of the Services Period (the Service Period and the two-year
period following the Service Period together, the "Period"), become employed by,
become a director, officer, shareholder or partner of, or to otherwise enter
into, conduct, or advise any business, whether directly or indirectly, which
offers services or products in the United States and any other geographical
regions where the Company, or its subsidiaries or its affiliates, are then
offering its services or products in competition with services or products sold
by the Company, or its subsidiaries or its affiliates, at any time during the
Period in the United States or such region, including, without limitation, the
conduct of contract pre-clinical toxicology laboratory services, contract
biopharmaceutical clinical laboratory services, Phase I, II, III or IV clinical
studies or outcomes or disease management studies or regulatory consulting
services (collectively, the "Company Services"). Nothing herein shall restrict
the Employee in his employment in any capacity by a corporation or entity
engaged substantially in the manufacture or sale of pharmaceuticals, or any
other business that does not offer the Company Services. Ownership of not more
than one percent of the issued and outstanding shares of any class of securities
of a corporation, the securities of which are traded on a national securities
exchange or in the over-the-counter market, shall not cause the Employee to be
deemed a shareholder under this provision; (ii) during the Period, the Employee
shall not, directly or indirectly, solicit, divert or accept any business from
any customer of the Company, its subsidiaries or affiliates to the detriment of
any of the foregoing or seek to cause any such customers to refrain from doing
business with or patronizing the Company, its subsidiaries or its affiliates;
(iii) during the Period, the Employee shall not, directly or indirectly, solicit
or induce for employment any employee of the Company, its subsidiaries or
affiliates or otherwise encourage any employee of the Company, its subsidiaries
or affiliates to leave the Company, or any of its subsidiaries or affiliates.
For purposes of this Agreement, advertisements in trade magazines, use of
executive search firms and other conventional means of obtaining employees shall
not be construed as solicitation, inducements or encouragement unless the party
utilizing such conventional means specifically directs the efforts at an
employee or employees with whom the party may not have contact pursuant to the
terms of this Agreement; and (iv) for purposes of this Agreement, the term
"directly or indirectly" shall be construed in its broadest sense and shall
include the activities of the members of the Employee's immediate family or any
partnership, or as otherwise specified above, and the term "customer" shall mean
any person or entity to which the Company has sold services during the one-year
period prior to the date the Employee ceased employment with the Company or any
persons or entities targeted by the Company or contacted for the purpose of
selling such services during such one-year period which the Employee knew about
or reasonably should have known about.

          (c) Ownership of Know-How; Inventions and Other Intellectual Property.
All the know-how, innovations, inventions, discoveries, improvements,
procedures, programs, formulae and specifications which have been or may be
either, directly or indirectly, developed, conceived or made by the Employee in
connection the Employee's employment with the Company, whether or not in concert
with other employees or shown or delivered to the Company, or any of its
subsidiaries or its affiliates, and whether or not they are eligible for patent
copyright, trademark, trade secret or other legal protection, shall be the
exclusive property of the Company and the Employee shall, at the Company's
request and expense, promptly execute any and all documents or instruments which
may be necessary to evidence such ownership.

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          Obligations of this Agreement cover any and all inventions,
discoveries or improvements, directly or indirectly, conceived or made by the
Employee in connection with the Employee's employment with the Company prior to
the date of this Agreement.

          The Employee shall communicate to the Company promptly and fully all
improvements and inventions he makes or conceives of (either solely or jointly
with others) during the period of the Employee's employment with the Company and
conceived by the Employee during the one-year period following the Service
Period if based on, or related to, his employment with the Company.

          (d) Patents. The Employee shall, during and after the Period at the
Company's request and expense but without additional compensation, assist the
Company and its nominees in every proper way to obtain and to vest in the
Company or its nominees, title to patents on such improvements and inventions in
all countries, by executing all necessary or desirable documents, including
applications for patents and assignments thereof.

          (e) Records and Documents. Except in the performance of his duties as
an Employee of the Company, the Employee shall not at any time or in any manner
make or cause to be made any copies, pictures, duplications, facsimiles, or
other reproductions, recordings, abstracts, or summaries of any reports,
studies, memoranda, correspondence, manuals, customer lists, software, records,
formulae, plans or other written, printed, or otherwise recorded material of any
kind whatever belonging to or in the possession of the Company or its
subsidiaries or affiliates, which may be produced or created by the Employee or
others or which may come into the Employee's possession in the course of his
employment, or which relate in any manner to the then current or prospective
business of the Company, its subsidiaries or its affiliates. The employee shall
have no right, title or interest in any such materials, and the Employee agrees
that he has not removed and shall not remove such materials without the prior
written consent of the Company or its subsidiaries or affiliates, and that he
shall surrender all such material to the Company immediately upon expiration of
the Service Period, or at any time prior thereto upon the request of the
Company.

          15. Share Ownership Guidelines. Effective as of the date hereof, the
Employee shall no longer be subject to the executive share ownership guidelines
established by the Board. Accordingly, the Employee shall be entitled to sell
shares of the Company's common stock (including shares acquired by the Employee
upon the exercise of stock options) subject only to applicable contractual and
legal restrictions and the Company's insider trading, blackout and related
securities trading policies. The parties acknowledge and agree that the Employee
will promptly commence an orderly diversification process pursuant to a 10b5-1
plan or other procedure reasonably acceptable to the Board. Notwithstanding any
of the foregoing, the parties acknowledge that once the Employee enters into
such 10b5-1 plan or other diversification procedure reasonably acceptable to the
Board, the Employee shall no longer be subject to any contractual and legal
restrictions and the Company's insider trading, blackout and related securities
trading policies.

          16. Entire Agreement. This Agreement and the Release Agreement
represent the entire agreement of the parties concerning the subject matter of
this Agreement and shall supersede any and all previous contracts, arrangements
or understandings with respect to such

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subject matter between the Company and the Employee, except to the extent that
those provisions are specifically incorporated in this Agreement or by their
terms survive Employee's termination of employment.

          17. Amendment. This Agreement may be amended at any time by mutual
written agreement of the parties hereto.

          18. Withholding. Any payments made to the Employee under this
Agreement shall be reduced by the full amount legally required to be withheld
for income or other payroll tax purposes by the Company.

          19. Professional Fees. The Company shall pay the Employee's reasonable
attorneys' fees and other professional fees and expenses incurred in connection
with this Agreement, not to exceed $20,000.

          20. Governing Law. This Agreement and the rights and obligations of
the parties hereunder shall be construed, interpreted, and enforced in
accordance with the laws of the State of New Jersey, without giving effect to
the conflicts of laws principles thereof.

          21. Arbitration. In the event of any differences of opinion or dispute
between the Employee and the Company with respect to the construction or
interpretation of this Agreement or the alleged breach thereof, which cannot be
settled amicably by agreement of the parties, then such dispute shall be
submitted to and determined by arbitration by a single arbiter in the city of
Trenton, New Jersey in accordance with the rules then in effect, of the American
Arbitration Association, and judgment upon the award rendered shall be final,
binding and conclusive upon the parties and may be entered in the highest court,
state or federal, having jurisdiction.

          22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

          23. Acknowledgement. The Employee has executed this Agreement and the
Release Agreement having had the benefit of independent legal advice.

          24. Successors and Assigns. This Agreement shall be binding on and
inure to the benefit of (i) all successors and assigns of the Company (including
without limitation any transferee of all or substantially all of the assets of
the Company and any successor by merger or otherwise by operation of law) and
(ii) the heirs, executors and estate of the Employee.

                                       11
<PAGE>


          IN WITNESS WHEREOF, the Company and the Employee, intending to be
legally bound have executed this Agreement on the day and year first above
written.



                                COVANCE INC.

                                By:/s/ J. Randall MacDonald
                                   ------------------------
                                   Name:  J. Randall MacDonald
                                   Title: Director and Chairman of Compensation
                                          Committee


                                CHRISTOPHER A. KUEBLER


                                /s/ Christopher A. Kuebler
                                --------------------------

                                       12
<PAGE>


                                                                       EXHIBIT A



                                RELEASE AGREEMENT

          THIS RELEASE AGREEMENT (the "Release Agreement") is made as of this
[NUMBER] day of [MONTH], 200[4], by and between Christopher A. Kuebler (the
"Employee"), and Covance Inc. (the "Company"). In consideration of the mutual
agreements set forth below, the Employee and the Company hereby agree as
follows:

          1. General Release. In consideration of the payments and benefits
provided to the Employee under the Agreement, dated [DATE] (the "Agreement") and
after consultation with counsel, the Employee, and each of the Employee's
respective heirs, executors, administrators, representatives, agents, successors
and assigns (collectively, the "Releasors") hereby irrevocably and
unconditionally release and forever discharge the Company and each of their
respective officers, employees, directors, shareholders and agents from any and
all claims, actions, causes of action, rights, judgments, obligations, damages,
demands, accountings or liabilities of whatever kind or character (collectively,
"Claims"), including, without limitation, any Claims under any federal, state,
local or foreign law, that the Releasors may have, or in the future may possess,
arising out of (i) the Employee's employment relationship with and service as an
employee, officer or director of the Company, and the termination of the
Employee's service as Chief Executive Officer, (ii) the Employment Agreement, or
(iii) any event, condition, circumstance or obligation that occurred, existed or
arose on or prior to the date hereof; provided, however, that the release set
forth hereto shall not apply to (i) the obligations of the Company under the
Agreement and (ii) any indemnification rights the Employee may have in
accordance with the Company's governance instruments or under any director and
officer liability insurance maintained by the Company with respect to
liabilities arising as a result of the Employee's service as an officer and
employee of the Company. The Releasors further agree that the payments and
benefits described in the Agreement shall be in full satisfaction of any and all
Claims for payments or benefits, whether express or implied, that the Releasors
may have against the Company arising out of the Employee's employment
relationship or the Employee's service as an employee, officer or director of
the Company and the termination thereof, as applicable.

          2. Specific Release of ADEA Claims. In further consideration of the
payments and benefits provided to the Employee under the Agreement, the
Releasors hereby unconditionally release and forever discharge the Company, and
each of their respective officers, employees, directors, shareholders and agents
from any and all Claims that the Releasors may have as of the date the Employee
signs the Agreement arising under the Federal Age Discrimination in Employment
Act of 1967, as amended, and the applicable rules and regulations promulgated
thereunder ("ADEA"). By signing this Release Agreement, the Employee hereby
acknowledges and confirms the following: (i) the Employee was advised by the
Company in connection with his retirement to consult with an attorney of his
choice prior to signing this Release Agreement and to have such attorney explain
to the Employee the terms of this Release Agreement, including, without
limitation, the terms relating to the Employee release of claims arising under
ADEA and, the Employee has in fact consulted with an attorney; (ii) the Employee
was given a period of not fewer than 21 days to consider the terms of this
Release Agreement and to consult with an attorney of his choosing with respect
thereto; (iii) the Employee is providing the release and discharge set forth in
this Section 2 only in exchange for

<PAGE>

consideration in addition to anything of value to which the Employee is already
entitled; and (iv) that the Employee knowingly and voluntarily accepts the terms
of this Release Agreement.

          3. No Assignment. The Employee represents and warrants that he has not
assigned any of the Claims being released hereunder.

          4. Claims. The Employee agrees that he has not instituted, assisted or
otherwise participated in connection with, any action, complaint, claim, charge,
grievance, arbitration, lawsuit, or administrative agency proceeding, or action
at law or otherwise against any member of the Company or any of their respective
officers, employees, directors, shareholders or agents.

          5. Revocation. This Release Agreement may be revoked by the Employee
within the seven-day period commencing on the date the Employee signs this
Release Agreement (the "Revocation Period"). In the event of any such revocation
by the Employee, all obligations of the parties under this Release Agreement
shall terminate and be of no further force and effect as of the date of such
revocation. No such revocation by the Employee shall be effective unless it is
in writing and signed by the Employee and received by the Company prior to the
expiration of the Revocation Period. If this Release Agreement is revoked, the
Employee agrees to return to the Company any payments made to him in connection
with the Release Agreement.

          IN WITNESS WHEREOF, the Company and the Employee, intending to be
legally bound have executed this Release Agreement on the day and year first
above written.



                                   COVANCE INC.


                                   By:________________________
                                      Name:
                                      Title:



                                   CHRISTOPHER A. KUEBLER


                                   ___________________________



                                      A-2