FIRST AMENDMENT TO THE PERFORMANCE
AWARD AGREEMENT DATED MARCH 1, 2005

THIS AMENDMENT dated as of the 27th day of December 2006 to the Performance Award Agreement (the “Agreement”) between Laboratory Corporation of America Holdings, a Delaware corporation (the “Company”) and Richard Novak (the “Employee”) effective March 1, 2005.

WHEREAS, Employee is a participant under the Plan;

WHEREAS, pursuant to the terms of the Plan, the Company and Employee entered into the Agreement;

WHEREAS, Employee has requested, and the Compensation Committee of the Board of Directors of the Company has approved, a modification to the terms of the Agreement and in particular a modification to Paragraphs 3 and 5 of the Agreement;

NOW THEREFORE, the Company and Employee agree to