Exhibit 10.4 



SECOND AMENDMENT
TO THE
NEW PENSION
EQUALIZATION PLAN 




        THIS
SECOND AMENDMENT to the Laboratory Corporation of America Amended and Restated New Pension
Equalization Plan (“Plan”), a/k/a the PEP Plan, is made this 8th day
of December 2004. 



        WHEREAS,
Laboratory Corporation of America Holdings, a Delaware corporation (“Parent
Company”), created the Plan effective as of November 20, 1996; and 



        WHEREAS,
the Plan was amended and restated on August 30, 2001; and 



        WHEREAS,
the Plan was amended by a First Amendment dated May 5, 2004; and 


         WHEREAS, pursuant to Section 4.1, the Parent Company's Board of Directors has the right to amend the
Plan at any time; and


        WHEREAS,
the Board of Directors has determined to amend the Plan for compliance with the American
Jobs Creation Act of 2004. 



        NOW,
THEREFORE, the Parent Company does hereby make this Second Amendment to the Plan. 



         1.       
          Form and Time of Payments. 



         A.       
          Section 2.4 is hereby modified by deleting the phrase “Participant
          terminates Employment” in the two places it appears therein, and
          substituting the following language in both places: 



              Participant’s
Separation from Service



         B.       
          The following subsection c is hereby added to Section 2.4: 



          		       (c)       
               Notwithstanding the foregoing provisions of this Section 2.4, benefit
               distributions to a “Specified Employee” may not begin earlier than the
               date which is six months after the date of the Specified Employee’s
               Separation from Service (or, if earlier, the Specified Employee’s date of
               death). A Specified Employee is an employee who meets the definition thereof set
               forth in Code Section 409A(a)(2)(B). 



               









     2.    
          Small Benefits. Section 2.8 is hereby deleted in its entirety, and
          the following language is substituted in its place: 



	 	
When
an Employee incurs a Separation from Service or dies, if the Actuarially Equivalent lump
sum present value of his or her Vested Retirement Benefit or Spousal Death Benefit is less
than $10,000.00, the Employee (or, if the Spousal Death Benefit is payable, his or her
surviving spouse) shall be paid such lump sum present value in lieu of the periodic
payments that would otherwise be paid. This lump sum payment shall be made as soon as
administratively feasible after the Employee’s death or Separation from Service.
Notwithstanding the foregoing, if the Employee is a Specified Employee, the lump sum
payment shall be made no earlier than the date which is six months from the date of the
Specified Employee’s Separation of Service (or, if earlier, the Specified
Employee’s date of death). 






         3.       
          Glossary. The Glossary in Article Seven is amended as follows: 



             
            A.       
          The phrase “termination of Employment” is hereby deleted from the
          definition of Early Retirement Date and the phase “Separation from
          Service” is substituted in lieu thereof. 



         
                B.       
          The phrase “ceases to be an Employee” is hereby deleted from the
          definition of Employment and the phrase “incurs a Separation from
          Service” is substituted in lieu thereof. 



         
                C.       
          The following definition of “Separation from Service” is hereby added
          to the Glossary after the definition of RBL SERP and before the
          definition of Service: 



	 	
Separation
from Service has the meaning as determined by the Secretary pursuant to Code
Section 409A(a)(2)(A). 






         4.       
          Amendments. Section 4.1 is hereby deleted in its entirety, and the
          following language is substituted in its place: 



	 	
The
Board of Directors may at any time amend this Plan, in whole or in part, prospectively or
retroactively. However, no amendment shall significantly reduce the present value of a
Participant’s Vested Retirement Benefit or change the form or time of benefit
payments, except as provided in Section 4.2. 






         5.       
          Termination. The second sentence of Section 4.2 is hereby deleted in
          its entirety, and the following language is substituted in its place: 









	 	
Upon
termination of the Plan with respect to an Employer, the Administrator shall pay Plan
benefits as provided in Article Two unless applicable legal authority permits the
Administrator to accelerate distribution of the Vested Retirement Benefits of each of the
Employer’s Participants and pay their benefits to them in the form of Actuarially
Equivalent lump sum payments. 






         6.       
          Tax Law Compliance. Section 5.12 is hereby added to the Plan: 



	 	
5.12
Tax Law Compliance. The Company intends that the Plan shall comply at all times
with Code Section 409A, the regulations promulgated thereunder, and any and all other
federal tax law authority applicable to the Plan. Any portion of the Plan which is
contrary to or inconsistent with Code Section 409A, the regulations promulgated
thereunder, and any other federal tax law authority applicable to the Plan shall be null
and void. The remaining portions of the Plan shall be interpreted and applied in
accordance with Code Section 409A, the regulations promulgated thereunder, and any
other federal tax law authority applicable to the Plan. 






         7.       
          Effective Date. This First Amendment to the Plan shall be effective
          January 1, 2005. 



        IN
WITNESS WHEREOF, the Parent Company has caused this Second Amendment to the Plan to be
executed as of the date first written above. 


	 	 	 	 	 
	 	LABORATORY CORPORATION OF 
AMERICA HOLDINGS


 	 
	  	By:  	/s/Bradford T. Smith
 	 
	 	 	Bradford T. Smith, Executive Vice President