Exhibit 10.1

RESTRICTED UNIT PLAN FOR NON-EMPLOYEE MEMBERS OF  THE BOARD OF DIRECTORS OF COVANCE INC.

ARTICLE I    INTRODUCTION

1.01.    Name of Plan.

This Plan shall be known as the Restricted Unit Plan for Non-Employee Members of the Board of Directors of Covance Inc.

1.02.    Purpose of Plan.

The purpose of the Plan is to benefit the shareholders of Covance Inc. by increasing the proprietary interests of non-employee directors of
Covance Inc. in the growth and success of Covance Inc. through the
provision of Hypothetical Shares representing monetary compensation linked in value to the value of Covance Common Stock.

ARTICLE II    AWARDS AND PAYMENT ELECTIONS

2.01.    Awards.

(a)   On
May 20, 2003, each non-employee director of Covance Inc. who is a member of the Board on that date shall receive an Award of five thousand
(5,000) Hypothetical Shares. On every third anniversary of May 20, 2003, each non-employee Director who is a member of the Board on that date shall receive an Award of such number
of Hypothetical Shares as is approved by the Board in advance of such date.

(b)   Any
person, who becomes a non-employee member of the Board after the date of one Award and before the next Award, shall receive an Award in an amount equal
to the number of months such person is a Director prior to the next award date, divided by thirty-six (36), and multiplied by the number of Hypothetical Shares most recently granted
pursuant to paragraph 2.01(a) hereof.

(c)   Notwithstanding
any other provision of the Plan, no individual shall be eligible to receive an Award under this Plan unless, on the Award Date, he or she is a member of
the Board and is not an employee of Covance Inc. or any Subsidiary or Affiliate thereof. Each Award shall vest and be non-forfeitable three years from the Award Date provided the
director has remained on the Board continuously through the vesting date; provided, however, that Awards granted pursuant to paragraph 2.01(b) shall have the same vesting date as the most
recent Awards granted pursuant to paragraph 2.01(a). In the event a director ceases to be a director at any time prior to vesting, the Award shall be forfeited, provided that, notwithstanding
the foregoing, (i) the Award shall vest in the event that the Director dies before the vesting date and has remained on the Board continuously from the Award Date through the vesting date, and
(ii) the Board may approve decisions in individual cases to allow vesting in such an event.

2.02.    Payment Elections.

(a)Express Election.A director who receives an Award pursuant to Section 2.01 may submit an election to
the General Counsel of Covance Inc. or his/her successor or designee ("General Counsel") that shall satisfy each of the requirements set forth in paragraphs (1) through (5), below.



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(b)Default Election.A director who fails to make an express election with respect to an Award in accordance
with subsection (a), above, shall be deemed to have made the same election as his or her previous election under this Plan. If such director has not made any previous election under this Plan the
director shall be deemed to have elected not to defer compensation hereunder and shall be paid all amounts due in cash on the date of vesting of the Award under Section 2.01 hereof. A deemed
election pursuant to this subsection (b) shall not be revocable or subject to modification except in accordance with the provisions of subsection (a)(5), above.

2.03.    Designation of Beneficiaries.

A director who receives an Award pursuant to Section 2.01 may designate one or more beneficiaries under the Plan with respect to such Award.
Notwithstanding Section 2.02(a)(5), a director may, at any time, revoke a prior designation and make a new designation pursuant to this Section 2.03. Any such designation or revocation
shall be in writing and shall be submitted to the General Counsel in such form and in such manner as is reasonably acceptable to the General Counsel. If a director dies before he has received all
payments due him under the Plan, the remaining payments shall be made, in a lump sum, to his beneficiaries, or, if there is no such beneficiary, then to the director's estate as promptly as
practicable following the director's death.

ARTICLE III    ACCOUNTS AND INVESTMENTS

3.01.    Accounts.

(a)Establishment of Accounts.A separate account shall be maintained for each director who receives an Award
pursuant to Section 2.01. Such account shall be (1) credited with the Awards granted to the director pursuant to Section 2.01, (2) credited (or charged, as the case may be)
with the investment results determined pursuant to Section 3.02, and (3) charged with the amounts paid by the Plan to or on behalf of the director pursuant to Article IV.

(b)Subaccounts.Within each director's account, separate subaccounts shall be maintained to the extent
necessary for the administration of the Plan. For example, it may be necessary to maintain separate subaccounts where the director has specified different payment commencement dates or different
methods of payment with respect to his Awards.

3.02.    Investments.

(a)Deemed Investment in Covance Common Stock.In the event a director elects deferral hereunder, until the
director's Release Date, the entire balance in his account shall be treated as if it were invested in Covance Common Stock. The deemed investment in Covance Common Stock of all or part of the balance
in a director's account shall be determined in accordance with the following rules:

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(b)Deemed Investment in Deferred Compensation Plan Investment Option.On and after a director's Release Date,
the account balance shall be treated as if it were invested in the cash account option specified in Section 5(b) of the Deferred Compensation Plan.

3.03.    Hypothetical Nature of Accounts and Investments.

Each account and investment established under this Article III shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. In
accordance with Section 4.04(a), neither the Plan nor any of the accounts or investments established hereunder shall hold any actual funds or assets.

ARTICLE IV    PAYMENTS

4.01.    Exclusive Entitlement to Payment.

An Award made pursuant to Section 2.01 shall entitle a director to receive the payments due him at the times, in the amounts, and in the form specified in
this Article IV. No other amounts shall be due or payable to a director under this Plan.

4.02.    Payment Commencement Date.

The payment to a director who has not elected to defer amounts hereunder shall be made in a lump sum on the vesting date. The payments to a director who has
elected to defer amounts hereunder with respect to an Award shall commence on the date selected by the director in accordance with this Section 4.02. Such date shall be a date that is after two
years after the vesting date and that is no later than the last day of his life expectancy, determined as of the age he will have attained on the payment commencement date. A director may select
different payment commencement dates with respect to his Awards granted on different Award Dates. In addition, a director may select different payment commencement dates with respect to different
portions of his Award granted on the same Award Date.

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4.03.    Schedule of Deferred Payments.

The payments to a director who has elected to defer amounts hereunder with respect to an Award shall be made pursuant to the method selected by the director in
accordance with paragraph (1) or (2) below. All payments to a director with respect to an Award shall be made solely in cash.

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4.04.    Limitations on Rights to Payment.

(a)Rights Unsecured.The right of any person to receive one or more payments under the Plan shall be an unsecured claim
against the general assets of Covance Inc.

(b)Rights Not Assignable.No payment due any person under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge such payment shall be void. No such
payment or interest therein shall be liable for or subject to the debts, contracts, liabilities, or torts of any director or beneficiary. If any director or beneficiary becomes bankrupt or attempts to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any payment under the Plan, the Board may direct that such payment be suspended and that all future payments to which such
person otherwise would be entitled be held and applied for the benefit of such person, the person's children or other dependents, or any of them, in such manner and in such proportions as the Board
may deem proper. Notwithstanding the foregoing, a director may assign his right to payment under the Plan to Covance Inc. or its Affiliates.

(c)Rights Forfeited Upon Competition.A director who, without the written consent of Covance Inc., engages in
competition with Covance Inc. or any Subsidiary thereof, accepts employment with or acquires or holds any substantial interest in any business that is competitive with the business carried on
by Covance Inc. or any Subsidiary thereof, or serves as an officer or director of any corporation engaged in competition with the business carried on by Covance Inc. or any Subsidiary
thereof, shall forfeit all rights to any payments under the Plan that would otherwise be payable to the director or his beneficiaries on or after the initial date of such action by the director. The
purchase by a director, for investment, on a recognized securities exchange, of stock or other securities of a competitor of Covance Inc. or Subsidiary thereof representing not more than one
percent of the total voting power represented by all outstanding stock and securities of such competitor, or the holding thereof, shall not be deemed to constitute the acquisition or holding of a
substantial interest in such competitor for purposes of this subsection (c). This subsection (c) shall not apply to any director on or after the occurrence of a Change in Control.

ARTICLE V    MISCELLANEOUS

5.01.    Severability.

If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall
not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect.

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5.02.    Board Authority.

(a)In General.Except to the extent that the Plan specifically provides otherwise, the Board shall have the
sole authority and discretion (1) to amend, suspend, or terminate the Plan, (2) to interpret the Plan, (3) to establish and revise rules and regulations relating to the Plan,
(4) to delegate such responsibilities or duties as it deems desirable, and (5) to make any other determination that it believes necessary or advisable for the administration of the Plan.
Unless otherwise provided, the Board shall be deemed to have delegated such authority and discretion to the Committee.

(b)Plan Termination.Except to the extent that the Plan specifically provides otherwise, the Board may
terminate the Plan at any time. Upon termination of the Plan, all Awards made before the date of termination, and any rights to payment with respect to such Awards, shall continue to be governed by
the provisions of the Plan in effect immediately before the date of termination.

5.03.    Change in Control.

(a)Plan Modifications Following Change in Control.Notwithstanding any provision of the Plan to the contrary,
the Board may amend, modify, or suspend the Plan (including the Change in Control Provisions) at any time before a Change in Control occurs, but except as may be required by law, after a Change in
Control occurs: (1) the Change in Control Provisions shall not be amended, modified, suspended, or terminated, directly or indirectly, and (2)(A) no other provisions of the Plan shall be
amended, modified, suspended, or terminated, directly or indirectly, (B) no rules, regulations, or procedures under the Plan shall be established or modified, (C) no interpretation of
the Plan shall be adopted, (D) no determination under the Plan shall be made, and (E) no authority or discretion shall be exercised, in a manner that would alter the meaning or operation
of the Change in Control Provisions or that would undermine or frustrate their purposes.

(b)Rights Protected Following Change in Control.Notwithstanding any provision of the Plan to the contrary, no
amendment, suspension, or termination of the Plan, or revocation of any required approval by the Board, effected after a Change in Control shall operate to reduce, eliminate, or otherwise adversely
affect any director's or beneficiary's right to receive any payment under the Plan (including, without limitation, the amount, timing, and method thereof) in accordance with any Award made prior to
the date of such amendment, suspension, termination, or revocation of approval and in accordance with any investment or payment option permitted (irrespective of any requirement for approval) pursuant
to the Plan as in effect on the date immediately preceding the date on which the Change in Control occurs. Notwithstanding any provision of the Plan to the contrary, upon and after a Change in
Control, the rights described in the immediately preceding sentence shall be fully vested, nonforfeitable contractual rights enforceable by or on behalf of any director or former director against
Covance Inc. or any successor to all or substantially all of the business or assets of Covance Inc.

5.04.    Usage and Definitions.

(a)Titles and Headings Not to Control.The titles to Articles and the headings of Sections, subsections,
paragraphs, and subparagraphs in this Plan are placed herein for convenience of reference only and, as such, shall be of no force or effect in the interpretation of the Plan.

(b)Definitions.Unless the context clearly indicates otherwise, the following terms, when used in capitalized
form in this Plan, shall have the meanings set forth below.



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