Exhibit 10.23 



FIRST AMENDMENT
TO THE

 LABORATORY CORPORATION
OF AMERICA HOLDINGS
DEFERRED COMPENSATION PLAN 




        THIS
FIRST AMENDMENT to the Laboratory Corporation of America Holdings Deferred Compensation
Plan is made this 8th day of December 2004. 



        WHEREAS,
Laboratory Corporation of America Holdings, a Delaware corporation (“Company”)
created the Laboratory Corporation of America Holdings Deferred Compensation Plan
(“Plan”) with an original effective date of January 1, 2002; and 



        WHEREAS,
pursuant to Section 9.4, the Company’s Board of Directors (“Board”)
has the right to amend the Plan at any time; and 



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



        NOW,
THEREFORE, the Board does hereby make this First Amendment to the Plan. 



         1.       
          Definitions. Section 1.1 is modified as follows. 



               	A. 	       

                     Subsection (1) of Section 1.1 is hereby deleted in its entirety and
                    the following language is substituted in its place: 


                    



	 	
“Early
Retirement Date” shall mean any date on or after which a Participant both attains the
age of fifty-five (55) with ten (10) years of service and has incurred a Separation from
Service before attaining age sixty-five (65), either voluntarily or involuntarily, for any
reason.






               	B. 	       

                     Subsection (w) of Section 1.1 is hereby deleted in its entirety and
                    the following language is substituted in its place: 


                    



	 	
“Retirement
Date” shall mean any date on or after which a Participant both attains age sixty-five
(65) with ten (10) years of service and has incurred a Separation from Service,
voluntarily or involuntarily, for any reason.






               	C. 	       

                     Subsection (w-1) is hereby added to Section 1.1 after
                    Subsection (w) and shall read as follows: 


                    



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






               	D. 	       

                     Subsection (w-2) is hereby added to Section 1.1 after
                    Subsection (w-1) and shall read as follows: 


                    



	 	
“Specified
Employee” is any employee who meets the definition thereof set forth in Code
Section 409A(a)(2)(B).






         2.       
          Deferral Contributions. The second and third sentences of the first
          paragraph of Section 3.1 are hereby deleted in their entirety and the
          following language is substituted in their place: 



	 	
The
salary deferral election may be written, may be in electronic form, or may be in such
other form as determined by the Administrator. To participate in the Plan, a Participant
must properly complete and return a salary deferral election to the Employer in the time
and manner specified by the Administrator. In the case of a new Participant who is in his
first year of Plan participation, the new Participant must properly complete and return a
salary deferral election within 30 days after the date the Participant becomes
eligible to participate in the Plan. The new Participant’s salary deferral election
shall be effective as of the first day of the first full payroll period beginning as soon
as administratively feasible after the Employer has received and processed a properly
completed salary deferral election. 






         3.       
          Mandatory Distributions. Section 5.1 is amended as follows. 



         A.       
          The third sentence of Section 5.1(a) is hereby deleted in its entirety, and
          the following language is substituted in its place: 



	 	
When
a Participant who is not a Specified Employee attains the Retirement Date or Early
Retirement Date, the Plan will begin to make distributions to the Participant on the first
business day of the first month following the month the Participant attained the
Retirement Date or Early Retirement Date (or as soon as administratively feasible after
the first business day of the following month). When a Participant who is a Specified
Employee attains the Retirement Date or Early Retirement Date, the Plan will begin to make
distributions to the Participant on the first business day of the first month which is at
least six months after the date the Participant attained the Retirement Date or Early
Retirement Date (or as soon as administratively feasible after the first business day of
the following month or, if earlier, the Participant’s date of death). 






     B.    
          Section 5.1(c) and the last paragraph of Section 5.1 are hereby
          deleted in their entirety, and the following language is substituted in their
          place: 



               	 	(c) 	
                    Disability. If prior to a Participant’s Retirement Date or Early
                    Retirement Date, the Participant should become disabled, the Plan will begin to
                    make distributions to the Participant on the first business day of the month
                    following the month of the Company’s determination of the
                    Participant’s disability (or as soon as administratively feasible after the
                    first business day of the following month). The Company’s determination of
                    a Participant’s disability shall be conclusive. For this purpose, a
                    Participant shall be disabled if the Participant is unable to engage in any
                    substantial gainful activity by reason of any medically determinable physical or
                    mental impairment which can be expected to last for a continuous period of not
                    less than 12 months. 


                    



	 	
At
such time as a Participant or Beneficiary becomes eligible to receive distributions under
this Section and at any time after these distributions have begun, a Participant or
Beneficiary may petition the Company for a lump sum payment of his then remaining Account
balance. The Company may not grant any such request until after the Secretary has issued
regulations or other applicable legal authority concerning the acceleration of Plan
benefits. If the Company decides to grant such request (and the Company may grant or deny
such request in its sole discretion), the Company’s grant of the request must comply
with said regulations or other applicable legal authority issued by the Secretary. 






         4.       
          Determination of Method of Distribution. The fourth sentence of
          Section 5.4 is hereby deleted in its entirety, and the following language
          is substituted in its place: 



	 	
This
distribution election (including a deemed election) can be changed by a Participant once
per calendar year, but the new election must comply with Code Section 409A(a)(4)(C)
or other legal authority issued in connection therewith. Any new election which does not
meet this requirement shall be null and void. 






         5.       
          Other Distributions. Section 5.6 is hereby deleted in its entirety,
          and the following language is substituted in its place: 



	 	
At
such time as a Participant incurs a Separation from Service for any reason which does not
entitle him to begin receiving distributions under Section 5.1, a Participant who is
not a Specified Employee shall receive a lump sum distribution on the first business day
of the month following the month in which the Participant’s Separation from Service
occurred, or as soon as administratively feasible thereafter. If the Participant is a
Specified Employee, the Participant shall receive a lump sum distribution on the first
business day of a month which date is at least six months after the date of the
Participant’s Separation from Service (or, if earlier, the Participant’s date of
death). 






         6.       
          Unforeseeable Emergencies. Section 5.7 is hereby deleted in its
          entirety, including the caption thereof. The following Section 5.7 is
          substituted in its place: 



	 	
5.7    
Unforeseeable Emergencies. A Participant may apply in writing to the Company for,
and the Company may grant, an emergency withdrawal of all or any part of the vested
portion of a Participant’s Account if the Company, in its sole discretion, determines
that the Participant has incurred an unforeseeable emergency. An “unforeseeable
emergency” means a severe financial hardship to the Participant resulting from one of
the following: 






          	 	(a) 	
               an illness or accident of the Participant, the Participant’s spouse, or the
               Participant’s dependent (as defined in Code Section 152(a)); 


               



          	 	(b) 	
               a loss of the Participant’s property due to casualty; or 


               



          	 	(c) 	
               any other similar extraordinary and unforeseeable circumstance arising as a
               result of events beyond the Participant’s control. 


               



	 	
The
Company shall determine whether an event qualifies as an unforeseeable emergency within
the meaning of this Section 5.7, in its sole and absolute discretion. 






	 	
The
amount that may be withdrawn shall be limited to the amount reasonably necessary to
relieve the emergency upon which the request is based, plus the federal and state taxes
due on the withdrawal, as determined by the Company in accordance with regulations
promulgated by the Secretary. In making this determination, the Company shall take into
account the extent to which such emergency may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets
(to the extent the liquidation of such assets would not itself cause severe financial
hardship). The Company may require a Participant who requests an emergency withdrawal to
submit such evidence as the Company, in its sole discretion, deems necessary or
appropriate to substantiate the emergency upon which the request is based and to determine
the amount to be distributed with respect to the emergency. 






         7.       
          Early Distributions. Section 5.8 is hereby deleted in its entirety. 



         8.       
          Tax Law Compliance. Section 6.6 is hereby added to the Plan, and
          shall read as follows: 



	 	
6.6    
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. 






         9.       
          Amendment and Termination. The third sentence of Section 9.4 is
          hereby deleted in its entirety, and the following language is substituted in its
          place: 



	 	
In
the event that the Plan is terminated, the balance in a Participant’s Account shall
be paid to such Participant or Beneficiary as provided in Section 5.1 unless
applicable legal authority permits a single cash lump sum payment in full satisfaction of
all such Participant’s or Beneficiary’s benefits hereunder. 






         10.       
          Effective Date. This First Amendment to the Plan shall be effective
          January 1, 2005. 



        IN
WITNESS WHEREOF, pursuant to Section 9.4 of the Plan, the undersigned officer of the
Company has caused this First 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 
and Secretary