EXHIBIT 10.33


AMENDMENT No. 2 TO

THE PROFIT SHARING PLAN OF

QUEST DIAGNOSTICS INCORPORATED


          The
Profit Sharing Plan of Quest Diagnostics Incorporated, whose predecessor was
originally effective October 1, 1973, as presently maintained under an amendment
and restatement made effective as of January 1, 2007, and as amended generally
effective as of January 1, 2008, is hereby further amended, generally effective
as of January 1, 2009, except as specifically stated herein, in the following
respects:


1. A new paragraph is added at the end of the
“Introduction” to provide as follows:


	
  

 	
  

 
	
  

 	
 “The Plan is
 hereby again further amended to reflect the merger, effective July 14,
 2009, of the HemoCue, Inc. 401(k) Profit Sharing Plan and the transfer,
 effective July 14, 2009, of accounts under the 401(k) Savings Plan of Quest
 Diagnostics Incorporated of present and past employees of Specialty
 Laboratories, Inc. into the Plan.”

 



2. The definition of “Merged Plan” is amended in its
entirety, effective July 14, 2009, to provide as follows.


	
  

 	
  

 
	
  

 	
 “Merged
 Plan
 — The Advance Medical Plan, the AML-East Plan, the AML-West Plan,
 the CBCLS Plan, the CDS Plan, the CPF Pension Plan, the CPF Savings Plan, the
 Damon Plan, the DeYor Plan, the LabPortal Plan, the Maryland Medical Laboratory
 Plan, the MedPlus Plan, the MetWest Plan, the Nichols Institute Plan, the
 Podiatric Pathology Laboratories Plan, the Statlab Plan, the Unilab Plan, the
 LabOne (k) Plan, the LabOne Pension Plan, the Focus Diagnostics, Inc. Profit
 Sharing and 401(k) Plan and the HemoCue, Inc. 401(k) Profit Sharing Plan,
 either individually or collectively as the case may be.”

 



3. The definition of “Prime Rate” is deleted in its
entirety.


4. A new definition, “Prior
Employer Five-Year Sub-Account,” is added, effective July 14, 2009,
to provide as follows:


	
  

 	
  

 
	
  

 	
 “Prior Employer Five-Year Sub-Account – That portion of the Individual Account of a
 Participant attributable to an employer matching contribution sub-account
 that has been transferred into, or merged into, this Plan and which is
 subject to the standard five-year graded vesting schedule, and earnings or
 losses thereon.”

 



5. A new definition, “Prior
Employer Six-Year Money Purchase Sub-Account,” is added, effective
July 14, 2009, to provide as follows:


	
  

 	
  

 
	
  

 	
 “Prior Employer Six-Year Money Purchase
 Sub-Account – That portion of
 the Individual Account of a Participant attributable to a money purchase plan
 contribution sub-account 

 













	
  

 	
  

 
	
  

 	
 that has been transferred into, or merged into, this Plan and which
 is subject to the standard six-year graded vesting schedule, and earnings or
 losses thereon.”

 



6. A new definition, “Prior
Employer Six-Year Sub-Account,” is added, effective
July 14, 2009, to provide as follows:


	
  

 	
  

 
	
  

 	
 “Prior Employer Six-Year Sub-Account – That portion of the Individual Account of a
 Participant attributable to a profit sharing contribution sub-account that
 has been transferred into, or merged into, this Plan and which is subject to
 the standard six-year graded vesting schedule, and earnings or losses
 thereon.”

 



7. A new definition, “Qualified Military Service,” is
added to provide as follows:


	
  

 	
  

 
	
  

 	
 “Qualified
 Military Service – Qualified military service as defined in Code Section
 414(u)(5) and Chapter 43 of Title 38 of the United States Code.”

 



8. The definition of “Individual Account” and Section
4.1(a)are
amended by following the phrase “Prior Focus Plan Match Sub-Account” with the
phrases “Prior Employer Five-Year
Sub-Account,” “Prior Employer
Six-Year Money Purchase Sub-Account” and “Prior Employer Six-Year Sub-Account.” 


9. The definition of “Vested Employer Stock Dividend
Sub-Account” is amended by following the phrase “Prior Focus Plan Match
Sub-Account” with the phrases “Prior
Employer Five-Year Sub-Account” and “Prior
Employer Six-Year Sub-Account.”


10. The definition of “Vested Money Purchase Plan
Dividend Sub-Account” is amended by following the phrase “Prior LabOne Money
Purchase Plan Sub-Account” with the phrase “or Prior Employer Six-Year Money Purchase Sub-Account.” 


11. Section 3.11 is amended in its entirety to provide as
follows:


	
  

 	
  

 
	
  

 	
 “3.11 USERRA

 
	
  

 	
  

 
	
  

 	
           Notwithstanding
 any provision of this Plan to the contrary, contributions, benefits and
 service credit with respect to Qualified Military Service will be provided in
 accordance with the provisions of USERRA and Code Section 414(u). An Employee
 who is absent from employment solely by reason of Qualified Military Service
 shall be subject to the following special rules and have the privileges
 described below:

 
	
  

 	
  

 
	
  

 	
           (a)
 If, at the time of the commencement of his absence for
 Qualified Military Service, the Employee was not yet a Participant solely by
 reason of his failure to satisfy the minimum service requirements of the
 Plan, he shall be deemed to have become a Participant as of the Entry Date on
 which he would otherwise have become a Participant had such employment not
 been interrupted by Qualified Military Service.

 
	
  

 	
  

 
	
  

 	
           (b)
 Solely for the purposes of determining all limitations
 applicable under the Plan and the Code, all “make-up contributions” by the
 Participant or the Employer pursuant to this Section shall be deemed to be
 made in the Plan Year in which originally 

 


2









	
  

 	
  

 
	
  

 	
 missed. For
 the purposes of applying these limitations, the Participant will be imputed
 with Compensation in an amount equal to the amount he would have earned
 during his period of Qualified Military Service in the Plan Year (or the
 fraction thereof) had he been employed through the entirety of such period as
 an Eligible Employee at his regular rate of wages or salary in effect
 (including any contractual holiday, vacation or sick pay, contractual bonuses
 and other contractual direct remuneration) immediately prior to the
 commencement of such Qualified Military Service.

 
	
  

 	
  

 
	
  

 	
           (c)
 A Participant who resumes employment with the Employer
 following Qualified Military Service within the time during which his
 reemployment rights are protected by the provisions of USERRA shall be
 entitled to make up missed Employee Pre-Tax Contributions which he could have
 made but for such Qualified Military Service at any time during the period
 commencing with his resumption of employment with the Employer (whether or
 not then an Employee eligible to participate in the Plan) and ending on the
 earliest to occur of: (1) the date that occurs five (5) years from the date
 on which such Qualified Military Service absence commenced; (2) the date on
 which his employment terminates after having been resumed following Qualified
 Military Service; or (3) the date that occurs after a passage of time
 commencing on his resumption of employment following Qualified Military
 Service which is equal to three (3) times the duration of such absence for
 Qualified Military Service. Any such “make-up” Employee Pre-Tax Contributions
 shall be made by payroll withholding unless otherwise permitted by applicable
 Regulations.

 
	
  

 	
  

 
	
  

 	
           (d)
 To the extent that the Employer is required to make
 contributions to the Plan for a Participant in order to comply with the
 provisions of USERRA and Code Section 414(u), such contributions shall be
 made when he presents himself to resume services as an Employee of an
 Employer or an Affiliate within the time his reemployment rights are
 protected by federal law.

 
	
  

 	
  

 
	
  

 	
           (e)
 To the extent a Participant makes “make-up” Employee Pre-Tax
 Contributions described in paragraph (c) above, the Employer shall contribute
 for allocation to his Employer Matching Contributions Account an amount equal
 to the Employer Matching Contributions that would have been made for his benefit
 if his make-up Employee Pre-Tax Contributions had been made at the time his
 imputed Deferral Compensation would have been earned (without adjustment to
 reflect investment gains or losses or income or expenses that would have been
 attributable thereto).

 
	
  

 	
  

 
	
  

 	
           (f)
 Effective January 1, 2007, if a Participant dies while in
 Qualified Military Service, his Beneficiary shall be entitled to any
 additional benefits (other than benefit accruals relating to the period of
 Qualified Military Service) provided under the Plan had the Participant
 resumed employment and then immediately severed from employment on account of
 death.

 
	
  

 	
  

 
	
  

 	
           (g)
 In addition,

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (1)
 if a Participant in Qualified Military Service elects to receive a
 distribution from the Plan on account of his severance from employment
 pursuant 

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to Section
 6.6(d), he shall not be permitted to make Employee Pre-Tax Contributions
 during, or to “make-up” Employee Pre-Tax Contributions with respect to, the
 six-month period beginning on the date of the distribution; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (2)
 a Participant in Qualified Military Service receiving a differential wage
 payment (as defined in Code Section 3401(h)(2)) shall be treated as an
 Employee of the Employer making the payment, and the differential wage
 payment shall be treated as Deferral Compensation and as Section 415
 Compensation.”

 



12. Section 4.5 is amended by following the phrase “Prior
Focus Plan Match Sub-Account” with the phrases “Prior Employer Five-Year Sub-Account,” “Prior Employer Six-Year Sub-Account” and “Prior Employer Six-Year Money Purchase Sub-Account.” 


13. Section 5.5(b)(2)(A) is amended in its entirety to
provide as follows:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “(A)
 A Participant shall at all times be 100% vested in each portion of his
 Individual Account other than his Prior ESOP Employer Stock Sub-Account, his
 Prior ESOP Employer Contributions Sub-Account, his Prior Employer Match
 Sub-Account, his Prior Focus Plan Match Sub-Account, his Prior Unilab
 Employer Contribution Sub-Account, his Prior LabOne Money Purchase
 Sub-Account, his Prior LabOne Employer Match Sub-Account, his Prior Employer Five-Year Sub-Account, his Prior
 Employer Six-Year Money Purchase Sub-Account and his Prior Employer Six-Year
 Sub-Account (i.e., he is 100% vested in his Employee Regular Pre-Tax
 Sub-Account, Employee Pre-Tax Catch-Up Sub-Account, Employee After-Tax
 Sub-Account, Employer Matching Sub-Account, Employer Stock Matching
 Sub-Account, Partnership Sub-Account, Rollover Sub-Account, ESOP Diversification
 Sub-Account, Money Purchase Pension Plan Sub-Account, Prior Plan Employer
 Contribution Sub-Account, Prior Plan Employer Qualified Sub-Account, CBCLS
 Employer Contribution Sub-Account, Prior Profit Sharing Sub-Account, Post-1999 Cash Match Sub-Account and
 Qualified Nonelective Contribution Sub-Account).” 

 



14. Section 5.5(b)(2)(I) is renumbered as Section
5.5(b)(2)(K) and new Sections 5.5(b)(2)(I) and (J) are added to provide as
follows:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “(I)
 A Participant shall have a vested interest in the following percentage of his
 Prior Employer Five-Year Sub-Account (if any):

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
 Vested Interest

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 0

 	
  

 	
 0

 	
 %

 	
  

 
	
 1

 	
  

 	
 20

 	
 %

 	
  

 
	
 2

 	
  

 	
 40

 	
 %

 	
  

 
	
 3

 	
  

 	
 60

 	
 %

 	
  

 
	
 4

 	
  

 	
 80

 	
 %

 	
  

 
	
 5 or more

 	
  

 	
 100

 	
 %

 	
  

 


4









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (J)
 A Participant shall have a vested interest in the following percentage of his
 Prior Employer Six-Year Money Purchase
 and Prior Employer Six-Year Sub-Accounts (if any):

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
 Vested Interest

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 0-1

 	
  

 	
 0

 	
 %

 	
  

 
	
 2

 	
  

 	
 20

 	
 %

 	
  

 
	
 3

 	
  

 	
 40

 	
 %

 	
  

 
	
 4

 	
  

 	
 60

 	
 %

 	
  

 
	
 5

 	
  

 	
 80

 	
 %

 	
  

 
	
 6 or more

 	
  

 	
 100

 	
 %

 	
  

 



15. A new Section 5.5(d) is added to provide as follows:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “(d)
 Withdrawal of Vested Portion — If a withdrawal is made at a time when a
 Participant has a vested right to less than 100% of the value of his entire
 Account and the non-vested portion of his Account has not yet been forfeited
 pursuant to paragraph (b) above:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (1)
 separate sub-accounts shall be established for the Participant’s interest in
 his non-vested sub-accounts as of the time of distribution; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (2)
 at any relevant time the Participant’s vested portion of the separate
 sub-accounts shall be an amount (“X”) determined by the formula:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 X=P(AB+ (RxD))-(RxD).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For purposes
 of the above formula: P is the vested percentage at the relevant time; AB is
 the particular sub-account balance at the relevant time; D is the amount of
 the distribution; and R is the ratio of such sub-account balance at the
 relevant time to such sub-account balance after distribution.”

 



16. A new Section 5.5(e) is added to provide as follows:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “(e)
 If the Plan’s vesting schedule is amended, or the Plan is amended in any way
 that directly or indirectly affects the computation of a Participant’s vested
 percentage, each Participant who has completed three (3) or more Years of
 Vesting Service, may elect, within the period described below, to have his
 vested percentage determined without regard to such amendment or change. The
 period referred to in the preceding sentence will begin on the date the
 amendment of the vesting schedule is adopted and will end 60 days thereafter
 or, if later, 60 days after the later of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (1)
 the date on which such amendment becomes effective; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (2)
 the date on which the Participant is issued written notice of such amendment
 by the Committee.”

 


5









	
  

 	
  

 	
  

 
	
 17. Section 5.9(f) is renumbered as Section 5.9(g) and
 a new Section 5.9(f) is added to provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(f)

 	
 Notwithstanding
 Sections 5.9(c) – (e), a Participant or Beneficiary who would have been
 required to receive required minimum distributions for 2009 but for the
 enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have
 satisfied that requirement by receiving distributions that are (1) equal to
 the 2009 RMDs or (2) one or more payments in a series of substantially equal
 distributions (that include the 2009 RMDs) made at least annually and
 expected to last for the life (or life expectancy) of the Participant, the
 joint lives (or joint life expectancy) of the Participant and the
 Participant’s designated Beneficiary, or for a period of at least 10 years
 (“Extended 2009 RMDs”), will receive those distributions for 2009 unless the
 Participant or Beneficiary chooses not to receive such distributions.
 Participants and Beneficiaries described in the preceding sentence will be
 given the opportunity to elect to stop receiving the distributions described
 in the preceding sentence. Further, and notwithstanding Section 5.11(b)(1),
 for purposes of the direct rollover provisions of Section 5.11, 2009 RMDs and
 Extended 2009 RMDs (both as defined above) also will be treated as eligible
 rollover distributions in 2009.”

 
	
  

 	
  

 	
  

 
	
 18. All references in Section 5.9(b) to subsections (b)
 – (e) are changed to be references to subsections (b) – (f).

 
	
  

 	
  

 	
  

 
	
 19. Section 6.1(b) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(b)

 	
 Except with
 respect to pre-existing loans transferred to or merged into this Plan, a
 Participant may have only one (1) loan outstanding at any time. For purposes
 of this subsection (b), a loan that is in default under subsection (e) is
 treated as outstanding.”

 
	
  

 	
  

 	
  

 
	
 20. Section 6.1(e) is amended in its entirety,
 effective December 1, 2009, to provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(e)

 	
 Each loan
 shall be secured by one-half of the value of the vested portion of the
 Participant’s Individual Account balance; shall bear interest at a rate of
 one percent (1%) above the prime rate (as determined in accordance with the
 Plan’s administrative procedures) in effect on the first day of the calendar
 quarter during which the loan is applied for; shall be repaid in accordance
 with a reasonable repayment schedule requiring substantially level payments
 of principal and interest; and shall be evidenced by a written promissory
 note setting forth the terms of the loan. A Participant may prepay the entire
 outstanding loan balance without penalty. Except for an outstanding loan upon
 a Participant’s retirement, Total and Permanent Disability, termination of
 employment pursuant to subsection (i) or prepayment pursuant to the previous
 sentence, all loans shall be repaid by payroll deduction.”

 


6









	
  

 	
  

 	
  

 
	
 21. Section 6.1(g) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(g)

 	
 Each loan
 shall be considered a separate investment option of the Individual Account of
 the Participant. Notwithstanding Section 4.1(c), when a loan is made, the
 amount of the loan shall be withdrawn from sub-accounts within the
 Participant Individual Account among the separate Investment Options in which
 each sub-account is invested and transferred to a segregated loan account
 maintained in his name. The loan amount shall be withdrawn from the vested
 portions of the sub-accounts within the Individual Account in such order as
 the Committee shall determine. Within each sub-account, the loan amount shall
 be withdrawn from the separate Investment Options on a pro-rata basis based
 on the Participant’s outstanding Investment Option specification. Payments of
 principal and interest against a loan shall thereafter be allocated ratably
 among the sub-accounts from which the loan was withdrawn and invested in
 accordance with a Participant’s outstanding Investment Option specification.”
 

 
	
  

 	
  

 	
  

 
	
 22. Section 6.1(l) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(l)

 	
 A married
 Participant with a sub-account arising from a money purchase plan may not
 make a loan under this Section 6.1 from such sub-account or from the Vested
 Money Purchase Plan Dividend Sub-Account unless, during the 180-day period
 ending on the date on which the loan is secured, his spouse has filed a
 written consent with the Committee, consenting to such loan, which consent
 shall be notarized, or witnessed by a member of the Committee, and shall
 acknowledge the effect of the loan.” 

 
	
  

 	
  

 	
  

 
	
 23. Section 6.2(a) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(a)

 	
 Upon making
 an Appropriate Request, and with the approval of the Committee, a Participant
 shall be allowed to withdraw all or part of the value of the vested portion
 of his Individual Account which is available under subsection (e) while still
 employed by the Employer. Withdrawn amounts may not be repaid to the Trust
 Fund. Withdrawals shall be charged against the available sub-accounts within
 the Individual Account in such order as the Committee shall determine. Within
 each sub-account, withdrawals shall be charged against the separate
 Investment Options on a pro-rata basis based on the Participant’s outstanding
 Investment Option specification.” 

 
	
  

 	
  

 	
  

 
	
 24. Section 6.2(e) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(e)

 	
 A
 Participant’s hardship withdrawal under this Section 6.2 may not be made from
 a sub-account arising from a money purchase plan, from qualified matching or
 safe harbor matching contributions, from qualified non-elective
 contributions, from the Vested Money Purchase Plan Dividend Sub-Account or,
 with respect to sub-accounts arising from employee pre-tax contributions,
 from earnings thereon allocated to such sub-accounts as of a date after
 December 31, 1988.” 

 


7









	
  

 	
  

 	
  

 
	
 25. Section 6.3(b) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(b)

 	
 In addition
 to the withdrawals available under Section 6.2, a Participant shall be
 allowed to withdraw all or part of the value of the vested portion of his
 Individual Account upon attainment of age 591⁄2. Notwithstanding the preceding
 sentence, a Participant’s withdrawal under this Section 6.3(b) may not be
 made from a sub-account arising from a money purchase plan or from the Vested
 Money Purchase Plan Dividend Sub-Account. Withdrawals shall be charged against
 the available sub-accounts within the Individual Account in such order as the
 Committee shall determine. Within each sub-account, withdrawals shall be
 charged against the separate Investment Options on a pro-rata basis based on
 the Participant’s outstanding Investment Option specification.” 

 
	
  

 	
  

 	
  

 
	
 26. Section 6.5(a) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(a)

 	
 Cash
 dividends on Employer Stock which are received on a Participant’s Prior
 LabOne Employer Match Sub-Account, Prior ESOP Employer Contribution
 Sub-Account, Prior Employer Match Sub-Account, Prior Focus Plan Match
 Sub-Account, Prior Employer Five-Year
 Sub-Account, Prior Employer Six-Year Sub-Account and Prior Unilab
 Employer Contribution Sub-Account which are allocated to the Employer Stock
 Fund shall be directed to the Vested Employer Stock Dividend Sub-Account when
 received by the Trust and shall become 100% vested upon receipt.”

 
	
  

 	
  

 	
  

 
	
 27. Section 6.5(b) is amended in its entirety to
 provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “(b)

 	
 Cash
 dividends on Employer Stock which are received on a Participant’s Prior
 LabOne Money Purchase Plan Sub-Account and Prior Employer Six-Year Money Purchase Sub-Account which are
 allocated to the Employer Stock Fund shall be directed to the Vested Money
 Purchase Plan Dividend Sub-Account when received by the Trust and shall
 become 100% vested upon receipt.”

 
	
  

 	
  

 	
  

 
	
 28. Section 6.6 is amended in its entirety to provide
 as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 “6.6 Qualified
 Reservist Distribution

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Upon making
 an Appropriate Request, a Participant who enters Qualified Military Service
 for a period in excess of 179 days or an indefinite period shall be allowed
 to withdraw all or part of the value of his Individual Account attributable
 to part or all of his Employee Pre-tax Contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In order to
 be eligible for a distribution described in (a) above, the Participant must
 be ordered or called to active duty after September 11, 2001.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The
 distribution under this Section must be made during the period beginning on
 the date of such order or call and ending no later than the close of the
 period of active duty.

 


8









	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Effective
 January 1, 2010, a Participant in Qualified Military Service for a period of
 more than 30 days shall be deemed to have incurred a severance from employment
 and may elect to receive a distribution from the Plan on account of his
 severance from employment.”

 
	
  

 	
  

 	
  

 
	
 29. Section 7.3 is amended in its entirety to provide
 as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “One of the
 Investment Options may be the Employer Stock Fund, which will be invested in
 Employer Stock, provided such stock qualifies as qualifying employer
 securities within the meaning of ERISA Section 407(d)(5). The Plan is
 intended to be an eligible individual account plan under ERISA Section
 407(d)(3). The portion of the Plan comprised of the Employer Stock Fund shall
 be an employee stock ownership plan under Code Sections 409 and 4975(e)(7)
 which shall include the share distribution requirements of Code Section
 409(h) and the participant pass-through voting rights required under Code
 Section 409(e). The level of Plan assets invested in such fund shall be
 determined by Participants’ Investment Option specifications and, subject to
 any restrictions that may be imposed under Section 2.4, may consist of up to
 100% of all Plan assets; provided that in no event may any portion of
 a Participant’s Account be required to be maintained in the Employer Stock
 Fund. With respect to the Employer Stock Fund, the Plan is intended to comply
 with the Corporation’s securities law compliance policy and with applicable
 federal securities laws.”

 
	
  

 	
  

 	
  

 
	
 30. Appendix A is amended in its entirety to provide as
 follows in the attached Appendix A.

 
	
  

 	
  

 	
  

 
	
 31. The first table in Appendix B is amended in its
 entirety to provide as follows in the attached Appendix B.

 
	
  

 	
  

 	
  

 
	
 32. Appendix C is deleted in its entirety.

 
	
  

 	
  

 	
  

 
	
 33. In all other respects, the Plan shall remain
 unchanged by this Amendment.

 
	
  

 	
  

 	
  

 
	
           As
 evidence of its adoption of this Amendment, Quest Diagnostics Incorporated
 has caused this instrument to be signed by its authorized officer this 22nd
 day of December, 2009, generally effective as of January 1, 2009, except as
 specifically stated herein.

 






	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 
	
  

 	
 By:/s/

 	
 David W. Norgard

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 Vice President, Human Resources

 
	
  

 	
  

 	

 


 


9





Appendix A


The Plan
allows employers other than Quest Diagnostics to adopt its provisions. Except
as specifically provided below, the names (and jurisdictions of organization)
of employers who, as of January 1, 2009, have adopted this Plan are:


	
  

 	
  

 
	
 American
 Medical Laboratories, Incorporated (DE)

 
	
 APL
 Properties Limited Liability Company (NV)

 
	
 Central
 Plains Holdings, Inc. (KS)

 
	
 C & S
 Clinical Laboratory, Inc. (NJ)

 
	
 Diagnostics Reference Services Inc. (MD)

 
	
 DPD Holdings Inc. (DE)

 
	
 Enterix, Inc. (DE)

 
	
 ExamOne
 Worldwide, Inc. (PA)

 
	
 ExamOne
 Worldwide of NJ, Inc. (NJ)

 
	
 Focus
 Diagnostics, Inc. (DE)

 
	
 Focus
 Technologies Holding Company (DE)

 
	
 HemoCue,
 Inc. (CA)

 
	
 LabOne, Inc.
 (MO)

 	
  

 
	
 LabOne,
 L.L.C. (KS)

 	
  

 
	
 LabOne of
 Ohio, Inc. (DE)

 	
  

 
	
 Labportal, Inc. (DE)

 	
  

 
	
 Lifepoint Medical Corporation (DE)

 	
  

 
	
 Medplus, Inc. (OH)

 	
  

 
	
 Metwest Inc.
 (DE)

 	
  

 
	
 Nichols
 Institute Diagnostics (CA)

 	
  

 
	
 Nomad
 Massachusetts, Inc. (MA)

 	
  

 
	
 OralDNA
 Labs, Inc. (DE)

 	
 Effective
 January 1, 2010

 
	
 Osborn Group
 Inc. (DE)

 	
  

 
	
 Quest Diagnostics Clinical Laboratories, Inc. (DE)

 
	
 Quest Diagnostics
 Holdings Incorporated (DE)

 
	
 Quest
 Diagnostics Nichols Institute (CA) (formerly Quest Diagnostics Incorporated
 (CA))

 
	
 Quest
 Diagnostics Incorporated (MD)

 
	
 Quest
 Diagnostics Incorporated (MI)

 
	
 Quest
 Diagnostics Incorporated (NV)

 
	
 Quest
 Diagnostics Nichols Institute, Inc. (VA)

 
	
 Quest Diagnostics LLC (CT)

 	
  

 
	
 Quest Diagnostics LLC (IL)

 	
  

 
	
 Quest
 Diagnostics LLC (MA)

 	
  

 
	
 Quest
 Diagnostics of Pennsylvania Inc. (DE)

 	
  

 
	
 Quest Diagnostics of Puerto Rico, Inc. (PR)

 	
  

 
	
 Quest
 Diagnostics Provider Network, LLC (CO)

 	
  

 
	
 Quest Diagnostics Ventures LLC (DE)

 	
  

 
	
 Specialty
 Laboratories, Inc. (CA)

 	
  

 
	
 Unilab Corporation (DE)

 	
  

 
	
 Valcor Associates Inc. (PA)

 	
  

 
	
  

 
	
 Associated
 Pathologists, Chartered (NV)

 
	
 Associated
 Diagnostic Pathologists, Inc. (CA)

 


10






Appendix B


          The Merger Date for each Merged Plan is set forth below:


	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 Merger Date

 
	

 


 	
  

 	

 


 
	
 Advance
 Medical & Research Center, Inc. Retirement Plan

 	
  

 	
 May 1, 1990

 
	
 Continental
 Bio Clinical Laboratory Service, Inc. Profit Sharing and Retirement Savings
 Plan

 	
  

 	
 January 1, 1992

 
	
 Statlab, Inc.
 Retirement Plan

 	
  

 	
 March 1, 1993

 
	
 CPF/MetPath
 Savings and Retirement Plan

 	
  

 	
 July 1, 1993

 
	
 Clinical
 Pathology Facility, Inc. Pension Plan

 	
  

 	
 July 1, 1993

 
	
 DeYor
 Laboratories 401(k) Profit Sharing Plan and Trust

 	
  

 	
 January 1, 1994

 
	
 The Profit
 Sharing Plan and Trust Agreement for Employees of MetWest Inc.

 	
  

 	
 April 1, 1994

 
	
 Maryland
 Medical Laboratory, Inc. 401(k) Profit Sharing Plan and Trust

 	
  

 	
 January 1, 1995

 
	
 Nichols
 Institute 401(k) Plan

 	
  

 	
 January 1, 1995

 
	
 Podiatric
 Pathology Laboratories, Inc. Profit Sharing Plan

 	
  

 	
 January 1, 1995

 
	
 MedPlus,
 Inc. 401(k) Plan

 	
  

 	
 January 2, 2002

 
	
 LabPortal,
 Inc. 401(k) Plan

 	
  

 	
 July 1, 2002

 
	
 AML-East
 401(k) Plan

 	
  

 	
 January 3, 2003

 
	
 APL
 Healthcare Group Inc. Profit Sharing and 401(k) Plan

 	
  

 	
 January 3, 2003

 
	
 Clinical
 Diagnostics Services 401(k) Plan

 	
  

 	
 June 2, 2003

 
	
 Unilab
 401(k) Plan

 	
  

 	
 January 2, 2004

 
	
 LabOne, Inc.
 Profit Sharing 401(k) Plan

 	
  

 	
 March 1, 2007

 
	
 LabOne, Inc.
 Money Purchase Pension Plan

 	
  

 	
 March 1, 2007

 
	
 Focus
 Diagnostics, Inc. Profit Sharing and 401(k) Plan

 	
  

 	
 March 13, 2008

 
	
 HemoCue,
 Inc. 401(k) Profit Sharing Plan

 	
  

 	
 July 14, 2009

 


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