EXHIBIT 10.31 


AMENDMENT No. 1 TO

THE 401(k) SAVINGS PLAN OF

QUEST DIAGNOSTICS INCORPORATED


          The
401(k) Savings Plan of Quest Diagnostics Incorporated, as presently maintained
under an amendment and restatement effective as of January 1, 2009, is hereby
amended, generally effective as of January 1, 2009, except as specifically
stated herein, in the following respects:


	
  

 	
  

 
	
 1. The definition of “Normal Retirement Age” is
amended in its entirety to provide as follows.

 
	
  

 	
  

 
	
  

 	
 “Normal
 Retirement Age – Age 65 for those first becoming Participants on or after
 January 1, 2009 and age 591⁄2 for those first becoming Participants
 on or before December 31, 2008.”

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 3. 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.”

 
	
  

 	
  

 
	
 4. Section 3.10
 is amended in its entirety to provide as follows:

 
	
  

 	
  

 
	
  

 	
 “3.10 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
 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 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

 


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 (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.”

 



5. 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.”

 



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


7. Section 6.1(b) is amended in its entirety, effective
July 15, 2009, to provide as follows:


	
  

 	
  

 	
  

 
	
  

 	
 “(b)

 	
 Effective
 for loans issued on or after July 15, 2009 and 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.”

 



8. 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,

 


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 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.”

 



9. 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.” 

 



10. 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.” 

 



11. 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (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.”

 



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


	
  

 	
  

 
	
  

 	
 “One of the
 Investment Options shall be the Company Stock Fund, which will be invested in
 Common Stock, provided such stock qualifies as qualifying employer

 


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 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 Company 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 Company Stock Fund. With respect to the Company Stock Fund,
 the Plan is intended to comply with the securities law compliance policy of
 Quest and with applicable federal securities laws.”

 



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


14. 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

 
	
  

 	
  

 	

 


 



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APPENDIX A


PARTICIPATING EMPLOYERS


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


AmeriPath Intermediate
Holdings, Inc. (DE) 

AmeriPath, Inc. (DE)

AmeriPath 5.01(a)
Corporation (TX)

AmeriPath Cincinnati, Inc.
(OH)

AmeriPath Cleveland, Inc.
(OH)

AmeriPath Consolidated
Labs, Inc. (FL)

AmeriPath Florida, LLC
(DE)

AmeriPath Hospital
Services Florida, LLC (DE)

AmeriPath Indiana, LLC
(IN)

AmeriPath, LLC (DE)

AmeriPath Texas, LP

AmeriPath Kentucky, Inc.
(KY)

AmeriPath Lubbock 5.01(a)
Corporation (TX)

AmeriPath Lubbock Outpatient 5.01(a) Corporation

   (f/k/a Simpson Pathology 5.01(a) Corporation) (TX)

AmeriPath Marketing USA,
Inc (FL)

AmeriPath Michigan, Inc.
(MI)

AmeriPath Mississippi, Inc.
(MS)

AmeriPath New York, LLC
(DE)

AmeriPath North Carolina,
Inc. (NC)

AmeriPath Ohio, Inc. (DE)

AmeriPath Youngstown Labs,
Inc. (OH)

AmeriPath PAT 5.01(a)
Corporation (TX)

AmeriPath Pennsylvania,
LLC (PA)

AmeriPath Philadelphia,
Inc. (NJ)

AmeriPath San Antonio
5.01(a) Corporation (TX)

AmeriPath SC, Inc. (SC)

AmeriPath Severance
5.01(a) Corporation (TX)

AmeriPath Texarkana
5.01(a) Corporation (TX)

AmeriPath Wisconsin, LLC
(WI)

AmeriPath Youngstown, Inc.
(OH)

Anatomic Pathology
Services, Inc. (OK)

API No. 2, LLC (DE)

Arlington Pathology
Association 5.01(a) Corporation (TX)

Dermatopathology Services,
Inc. (AL)

DFW 5.01(a) Corporation (TX)

Diagnostic Pathology
Management Services, LLC (OK)

Kailash B. Sharma, M.D.,
Inc. (GA)

NAPA 5.01(a) Corporation
(TX)

Nuclear Medicine and
Pathology Associates (GA)

Ocmulgee Medical Pathology
Association, Inc. (GA)

O’Quinn Medical Pathology
Association, LLC (GA)

PCA of Denver, Inc. (TN)

PCA of Nashville, Inc.
(TN)

Peter G. Klacsmann, M.D., Inc. (GA)

Sharon G. Daspit, M.D., Inc.
(GA)

Shoals Pathology
Associates, Inc. (AL)

Strigen, Inc. (UT)

Arizona Pathology Group,
Inc. (AZ)

Regional Pathology
Consultants, LLC (UT)

Rocky Mountain Pathology,
LLC (UT)

TID Acquisition Corp. (DE)

TXAR 5.01(a) Corporation
(TX)

A. Bernard Ackerman, M.D.
Dermatopathology, PC (NY)

AmeriPath Consulting
Pathology Services, P.A. (NC)

AmeriPath Indianapolis,
P.C. (IN)

AmeriPath Institute of
Urological Pathology, PC (MI),

   (f/k/a J.J. Humes M.D. and Assoc.)

AmeriPath Milwaukee, S.C.
(WI)

AmeriPath Pittsburgh, P.C.
(PA)

Colorado Diagnostic
Laboratory, LLC (CO)

Colorado Pathology
Consultants, P.C. (CO)

Consulting Pathologists of
Pennsylvania, P.C. (PA)

Dermatopathology of
Wisconsin, S.C. (WI)

Institute for
Dermatopathology, P.C. (PA)

Jill A. Cohen, M.D., Inc.
(AZ)

Kilpatrick Pathology, P.A.
(NC)

Rose Pathology Associates,
P.C. (CO)

Southwest Diagnostic
Laboratories, P.C. (CO)

St. Luke’s Pathology
Associates, P.A. (KS)

Tulsa Diagnostics, P.C. (OK)


6