Exhibit 10.35

COVANCE INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

COVANCE INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

ARTICLE I

INTRODUCTION

In recognition of the services provided to Covance Inc. (the “Company”) by certain of its key executives, the Board of Directors of the Company previously adopted the Covance Inc. Supplemental Executive Retirement Plan (the “Plan”), for the purpose of providing supplemental retirement income for such key executives.  Pursuant to the power reserved to it under Article VIII of the Plan, the Committee hereby amends and restates the Plan effective January 1, 2009. This amendment and restatement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and is to be construed in accordance with Section 409A of the Code and the regulations thereunder.

With respect to Participants who terminated employment on or before December 31, 2004, all benefits earned and vested under the Plan as of December 31, 2004 shall be “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.  These  participants shall be permitted to make an election by December 31, 2008, as to the timing of payment of the non-grandfathered portion of their Accrued Benefit.

Participants who terminated employment on or before December 31, 2007 but after December 31, 2004, will be permitted to make an election by December 31, 2008, as to the form and timing of payment of their Accrued Benefit.

The Plan is intended to be a “top-hat” plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, not subject to Parts 2, 3, or 4 of Title I, Subtitle B of ERISA.

ARTICLE II

DEFINITIONS

As used herein, the following words and phrases shall have the meanings described below:

2.1.                             “ Accrued Benefit ” shall mean the amount of pension benefit payable as a single life annuity as shall be considered earned at any time by a Participant in accordance with the provisions of Article IV.

2.2.                             “ Actuarial Equivalent ” shall mean the equivalent actuarial value of the Accrued Benefit payable to a Participant under Article IV, determined based upon (i) the annual rate of interest on 30-year Treasury securities for November of the calendar year prior to the year in which distributions begin (or, if applicable, the substitute rate published by the Internal Revenue Service for purposes of determinations under Section 417(e) of the Code), and (ii) the mortality table prescribed by the Secretary of the Treasury from time to time pursuant to section 417(e)(3)(A)(ii)(I) of the Code.  Application of such assumptions to the computation of benefits payable under the Plan shall be made uniformly and consistently with respect to all Participants under the Plan.

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2.3.                             “ Board ” shall mean the Board of Directors of the Company.

2.4.                             “ Change In Control ” shall mean:

2.4.1.                   any person, or more than one person acting as a group within the meaning of Code Section 409A and the regulations issued thereunder, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company;

2.4.2.                   any person, or more than one person acting as a group within the meaning of Code Section 409A and the regulations issued thereunder, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) ownership of stock of the Company possessing 30 percent or more of the total voting power of the Company’s stock;

2.4.3.                   a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

2.4.4.                   a person, or more than one person acting as a group within the meaning of Code Section 409A and the regulations issued thereunder, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of the Company immediately before such acquisition or acquisitions.

2.5.                             “ Claimant ” shall mean any person, including a Participant, making a claim for benefits under Article X of the Plan.  In the case of a Claimant other than the Participant, such person must be making a claim under or through a Participant.

2.6.                             “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.7.                             “ Committee ” shall mean the Benefits Administration Committee appointed from time to time by the Compensation and Organization Committee of the Board.

2.8.                             “ Company ” shall mean Covance Inc., a Delaware corporation and any successor thereto.

2.9.                             “ Constructive Termination ” shall mean a Separation from Service by the Participant because of:

2.9.1.                   a material breach by the Company of its obligations under this Plan, including, without limitation, a reduction in a Participant’s current salary or the percentage of base salary eligible for incentive compensation;

2.9.2.                   a diminution of a Participant’s responsibilities, status, title or duties; or

2.9.3.                   a relocation of a Participant’s work place which increases the distance between his principal residence and his work place by more than 25 miles.

provided , however , that a Constructive Termination will only occur upon (1) written notice by the Participant to the Company of the existence of one or more of the conditions listed above and the Participant’s intent to terminate employment with the Company, within 30 days of the commencement of such condition; and (2) the Company’s failure to cure such condition within 30 days of the Company’s receipt of such notice.  Such written

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notice by the Participant shall specify the particular act or acts, or failure to act, which is or are the basis for the Participant’s Constructive Termination.

2.10.                      “ Disability ” or “ Disabled ” shall mean the Participant is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) 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, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan maintained by the Company.

2.11.                      “ Final Average Earnings ” shall mean the average of the sum of the Participant’s monthly Plan Compensation during the sixty (60) consecutive calendar months (or the total number of months if less than sixty) within the one hundred twenty (120) months (or the total number of months if less than 120) immediately preceding the Participant’s Separation from Service, in which his Plan Compensation was the highest.  With respect to the calculation of a Participant’s Accrued Benefit following a Change In Control, Final Average Earnings shall mean the average of the sum of the Participant’s monthly Plan Compensation during the sixty (60) consecutive calendar months (or the total number of months if less than sixty) within the one hundred twenty (120) months (or the total number of months if less than 120) immediately preceding the Change in Control.

2.12.                      “ Participant ” shall mean an individual who has been designated as a Participant in this Plan under Section 3.1.  In the event of the death or incompetency of a Participant, the term shall mean his personal representative or guardian.

2.13.                      “ Plan ” shall mean the Covance Inc. Supplemental Executive Retirement Plan set forth in this document and as amended from time to time.

2.14.                      “ Plan Compensation ” shall mean the base salary paid to a Participant by the Company (including salary reductions which are deferred under section 401(k), 125 or 132(f)(4) of the Code or pursuant to a non-qualified deferred compensation plan sponsored or maintained by the Company), plus annual bonuses.

2.15.                      “ Plan Year ” shall mean the calendar year.

2.16.       “ Separation from Service ” shall mean a Participant’s termination of employment with the Company and any other entity included with the Company in a controlled group of corporations, which meets the requirements of Code Section 409A and the regulations promulgated thereunder.

2.17.                      “ Year of Participation ” shall mean each full and partial 12 consecutive month period of employment with the Company or any of its subsidiaries completed by a Participant from and after the date such individual becomes a Participant.  A Participant shall receive partial credit for a Year of Participation for each period of employment that is less than a full 12 months.  In the case of an individual who became a Participant on or before January 1, 1997, a “Year of Participation” shall also include each period of service with the Company or any of its subsidiaries or Corning Incorporated or any of its subsidiaries or affiliates in each case on or prior to January 1, 1997, to the extent such service was included under the terms of the supplemental retirement plans sponsored or maintained by the Company, its subsidiaries, Corning Incorporated or any of its subsidiaries or affiliates, as applicable.

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ARTICLE III

PARTICIPATION

3.1.                             Eligibility to Participate .  Any employee of the Company and its subsidiaries designated by the Committee shall be eligible to participate in this Plan.  The Committee may delegate the authority to designate eligible employees to the Company’s Chief Executive Officer.  Plan Participants shall be limited to a select group of management and highly compensated employees of the Company and its subsidiaries.

3.2.                             Commencement of Participation .  Each individual who has been designated pursuant to Section 3.1 shall commence participation in the Plan upon designation by the Committee or its delegate.

ARTICLE IV

AMOUNT OF PENSION BENEFITS

4.1.                             Retirement Benefit .

4.1.1.                   Normal Retirement.

4.1.1.1.  A Participant who has a Separation from Service on or after the completion of 20 Years of Participation shall have an Accrued Benefit equal to 40% of his Final Average Earnings.  Notwithstanding the foregoing, an individual who commenced participation in the Plan on January 1, 1997 will be entitled to an Accrued Benefit equal to 40% of his Final Average Earnings upon Separation from Service on or after completion of 15 Years of Participation.

4.1.1.2.  A vested Participant who has a Separation from Service prior to the completion of 20 Years of Participation (or 15 Years of Participation, if applicable) shall have his Accrued Benefit reduced by multiplying the Accrued Benefit by a fraction, the numerator of which is the Participant’s actual Years of Participation and the denominator of which is 20 (or 15 Years of Participation, if applicable).

4.1.1.3.  A Participant’s Accrued Benefit determined under this Section shall be adjusted in accordance with Section 4.1.2 or Section 4.1.3 if his Accrued Benefit becomes payable at other than his attainment of age 60.

4.1.2.                   Early Retirement.   A vested Participant whose Accrued Benefit becomes payable on or after age 55 but prior to age 60 shall receive an early retirement benefit.  The Accrued Benefit of a Participant who is eligible for an early retirement benefit shall be (i) subject to reduction in accordance with Section 4.1.1.2; and (ii) shall be further reduced by 5% for each full or partial year payment of benefits occurs prior to the Participant’s attainment of age 60.  Reductions under this Section 4.1.2 shall be calculated on a monthly basis.

4.1.3.                   Late Retirement .  A vested Participant whose Accrued Benefit becomes payable after age 60 will be entitled to receive an increase in his Accrued Benefit of 5% for each full or partial year benefit payments are delayed beyond age 60.  Increases under this Section 4.1.3 shall be calculated on a monthly basis.  A Participant’s Accrued Benefit will not be increased for benefit payments that commence after age 65.

4.2.                             Disability Benefit .  In the case of a Participant’s Separation from Service due to Disability, such Participant’s Accrued Benefit will be calculated pursuant to Section 4.1, without application of Section 4.1.2.

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4.3.                             Change In Control Benefit .  If a vested Participant (including vesting pursuant to Section 8.1) incurs an involuntary Separation from Service or Constructive Termination during the two-year period following a Change In Control, such Participant will be entitled to receive a lump sum payment of the Actuarial Equivalent of his Accrued Benefit.  In addition, such Participant shall be entitled to receive the Gross Up Payment described in Section 8.2 hereof, if applicable.

4.4.                             Crediting of Years of Participation .  Years of Participation for purposes of determining the amount of a Participant’s Accrued Benefit and vesting shall be determined in accordance with Section 2.17 of this Plan.  Accordingly, each Participant shall, if applicable, receive credit for each full month of service in determining such Participant’s Accrued Benefit.  In addition, a Participant may be granted, at the discretion of the Committee, credit for Years of Participation with a previous employer for the purposes of determining his Accrued Benefit and vesting.  The Committee shall have the authority to require a reduction or offset of the Participant’s Accrued Benefit under this Plan by the amount of any retirement benefits provided to the Participant under the plan or plans of the previous employer for which prior service credit is given.  The Committee shall credit such service and provide for such reduction or offset, if any, in writing at the time of the Participant’s commencement of participation in the Plan.

4.5.                             Currency .  A Participant’s Accrued Benefit shall be paid in the currency which was used to define his compensation in such Participant’s letter of employment or any amendments thereto, if a different currency is denominated.

ARTICLE V

VESTING

5.1.                             Vesting of Benefits .  A Participant shall become 100% vested in his Accrued Benefit upon being credited with five Years of Participation.  In addition, a Participant shall become 100% vested in his Accrued Benefit upon the earlier of the following occurrences, provided he is still employed by the Company or its subsidiaries at such time: (i) his Disability; (ii) his death; or (iii) his attainment of the normal retirement age in accordance with applicable law or policies of such Participant’s country of employment at the time of the applicable event. Except as otherwise provided herein, a Participant whose employment with the Company and all of its subsidiaries terminates prior to the completion of five Years of Participation shall forfeit his entire Accrued Benefit.

5.2.                             Special Vesting Rules .  For purposes of vesting of Accrued Benefit under Section 5.1 (but not for purpose of determining amount of Accrued Benefit), any Participant holding the offices of President or Chief Executive Officer shall be credited with two additional Years of Participation in the event such Participant is involuntarily terminated for reasons other than Cause; provided that no Participant who has received credit for additional Years of Participation pursuant to 8.1 hereunder shall receive credit for additional Years of Participation under this Article V.  For purposes of this Section 5.2, “Cause” shall mean: (i) a Participant’s convictions of a felony or a misdemeanor if such misdemeanor involves moral turpitude, (ii) a Participant’s commission of any act of gross negligence or intentional misconduct in the performance or non-performance of his duties as an employee of the Company or its affiliates, including, any actions which constitute sexual harassment under applicable laws, rules or regulations, (iii) a Participant’s failure to perform his duties assigned for a period of thirty (30) or more days unless such failure is caused by an Disability, or (iv) a Participant’s misappropriation of assets, personal dishonesty or intentional misrepresentation of facts which may cause the Company or its affiliates financial or reputational harm.

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ARTICLE VI

DEATH PRIOR TO RETIREMENT

6.1.                             Pre-Termination Death Benefits for Married Participants .  In the event of the death of a vested married Participant while employed by the Company, his surviving spouse shall be entitled to receive an amount in the form of a lump sum payment which shall be fifty percent (50%) of the Actuarial Equivalent of such Participant’s Accrued Benefit, calculated pursuant to Section 4.1, and adjusted in accordance with Sections 4.1.2 or