(a) On February 19, 2013, the Compensation and Organization Committee of Covance Inc. (the "Company") established the financial criteria for determining the annual bonus awards under the Annual Bonus Plan for 2013. In 2013, bonus awards for executive officers will be based, in the case of business unit officers, on the officer's satisfaction of specified business unit pre-bonus operating income targets and business unit net order targets, and on the satisfaction of pre-defined individual objectives. In the case of non-business unit officers, the amounts payable under the Annual Bonus Plan will be based on the satisfaction of specified Company post-bonus operating income and net order targets and on the basis of the individual's satisfaction of pre-defined individual objectives.

(b) On February 19, 2013, the independent members of the Board of Directors increased Mr. Herring's bonus target under the Annual Bonus Plan for 2013 to 120% of base pay.

(c) On February 19, 2013, the Compensation and Organization Committee of the Board of Directors of Covance Inc. approved a restricted share grant to Alison A. Cornell of 14,500 shares. These shares will vest on February 19, 2018, subject to Ms. Cornell's continued employment with the Company. The Agreement is filed as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

On February 19, 2013, the Board of Directors adopted the Amended and Restated By-Laws of Covance Inc. appended as Exhibit 3.1 to this current report, which is incorporated herein by reference, such Amended and Restated By-Laws to be effective as of June 30, 2013. The Amended and Restated By-Laws are identical to the current By-Laws except that Section 1.07 of the By-Laws have been prospectively amended to require a majority vote for election of directors in uncontested elections. Subsequent to June 30, 2013, any incumbent director who fails to receive a majority of the votes in an uncontested election of directors shall be required to tender his or her resignation and the Board shall determine whether to accept such resignation and make public within 90 days of vote certification whether it has accepted such resignation and, if applicable, the reasons for rejecting the resignation. The description of the aforementioned amendment is qualified in its entirety by reference to the Amended and Restated By-Laws filed as an exhibit to this Form 8-K and incorporated by reference herein.

(d) Exhibits

3.1    Amended and Restated By-Laws (effective June 30, 2013). Filed herewith

10.1   Restricted Share Agreement between Covance Inc. and Alison A. Cornell dated
       February 19, 2013. Filed herewith