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                                                                   EXHIBIT 10.14



                              UNILAB CORPORATION

                           EXECUTIVE RETIREMENT PLAN


1                                   ARTICLE

                           ESTABLISHMENT AND PURPOSE

1.1        Establishment. Unilab Corporation (the "Company") hereby establishes
the Unilab Corporation Executive Retirement Plan (the "Plan"). The Plan shall
become effective as of January 1, 1995, subject to the approval of the Company's
stockholders.

1.2        Purpose. The purpose of the Plan is to induce certain employees to
remain in the employ of the Company and its present and future subsidiary
corporations, to encourage ownership of shares in the Company by those employees
and to provide additional incentive for such employees to promote the success of
the Company's business. This Plan is intended to constitute an unfunded
supplemental deferred compensation plan for a select group of management or
highly compensated employees.

1.3        Maximum Shares Available. The maximum aggregate number of shares of
Common Stock available for award and issuance under the Plan is 1,000,000
subject to adjustment pursuant to Section 5.3 hereof. Shares of Common Stock
which are forfeited pursuant to Section 3.5 shall be available for subsequent
awards under the Plan.

2                                   ARTICLE

                                  DEFINITIONS

        The following words when used herein shall have the meaning indicated
unless the context indicates otherwise.

2.1        "Account" means the account maintained to record the Awards and other
amounts credited to an Executive.

2.2        "Award" means the unit of measurement equivalent to one share of
Common Stock which is allocated to an Executive in accordance with the
provisions of
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the Plan. An Award shall have none of the attendant rights of a stockholder,
including, but not limited to, the right to vote such Common Stock and the right
to receive dividends thereon.

2.3        "Actuary" means the enrolled actuary (within the meaning of ERISA)
engaged by the Committee.

2.4        "Annual Compensation" means an Executive's earned income, wages,
salaries, bonuses and fees for professional services, during the immediately
preceding 12-month period, including, but not limited to, the following:

     (a)    any amount contributed by the Executive to any employee thrift plan
     of the Company,

     (b)    any amount contributed to the welfare benefit plans maintained by
     the Company through a reduction in the Executive's compensation which,
     pursuant to Section 125 of the Code, are not included in gross income for
     the taxable year in which such amounts are contributed, and

     (c)    any incentive paid or accrued with respect to such calendar year
     under the Company's annual performance incentive plan, or at the discretion
     of the Board or the Committee.

           Annual Compensation shall not include the following:

     (a)    any amounts received as fringe benefits irrespective of the
     includability of such amounts on IRS Form W-2,

     (b)    any income from the exercise of any options under any stock option
     plans of the Company, and

     (c)    any income from the grant or vesting of restricted stock under any
     restricted stock plan of the Company.

           In any Plan Year in which an Executive is employed for less than 12
months, Annual Compensation shall be annualized with respect to the partial Plan
Year for a full twelve months.

2.5        "Annual Expense" means the amount determined by the Actuary as is
necessary to fund the Target Benefit using a level percentage of base salary.
The Annual Expense shall be determined for each Executive upon entry in the Plan
as a level percentage of Annual Compensation.

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2.6            "Beneficiary" means an Executive's surviving spouse, or if the
Executive has no surviving spouse, his estate, except that he may designate a
different Beneficiary hereunder by delivering to the Committee a written
designation of Beneficiary specifically made with respect to this Plan.

2.7            "Board" means the Board of Directors of the Company.

2.8            "Cause" means that the Executive has (i) breached any of the
material terms and conditions of his employment, (ii) committed any act of fraud
against the Company or engaged in any other willful misconduct in connection
with his duties to the Company which materially and adversely affects the
business or affairs of the Company, (iii) been convicted of a felony (other than
a felony relating to motor vehicle laws), or (iv) committed an act that would
disqualify the Company or any subsidiary of the Company from maintaining or
obtaining a license, permit, or other governmental approval material to the
operations of the Company or any such subsidiary; provided, however, that, in
each case, an event giving rise to "Cause" shall be determined to have occurred
when admitted to in writing by the Executive or when found by a court of
competent jurisdiction. Notwithstanding the foregoing, no Cause for termination
shall be deemed to exist with respect to an Executive's acts unless the Company
shall have given prior written notice specifying the Cause with reasonable
particularity and, within thirty (30) days after such notice, the Executive
shall not have cured or eliminated the problem or thing giving rise to such
Cause.

2.9            "Change in Control" means that any of the following events have
occurred:

     (a)    any person or entity as defined in Section 13(d) of the Exchange Act
     becomes a beneficial owner of 40 percent or more of the outstanding Common
     Stock; or

     (b)    as the consequence of any cash tender or exchange offer, merger, or
     other business combination (a "Transaction"), the persons who were
     directors of the Company before the Transaction cease to constitute a
     majority of the Board following the Transaction.

2.10           "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.

2.11           "Committee" means the Committee as described in Section 4.1 of
the Plan.

2.12           "Common Stock" means the common stock (5.01 par value) of the
Company.

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2.13        "Company" means Unilab Corporation, a Delaware corporation.

2.14        "Disability Plan" means the Long-Term Disability Plan for Employees
of Unilab Corporation as it may be amended from time to time, or any successor
plan thereof.

2.15        "Effective Date" means January 1, 1995.

2.16        "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and the rules and regulations promulgated thereunder.

2.17        "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

2.18        "Executive" means an officer or other senior executive of the
Company who has been designated by the Committee as a participant in this Plan.

2.19        "Final Compensation" shall equal the projected average of an
Executive's Annual Compensation for the five (5) consecutive calendar years
immediately preceding and including the Termination Date, as determined by the
Actuary.

2.20        "Good Reason" means (i) the assignment to the Executive of duties or
responsibilities not commensurate with his then-current position with the
Company, (ii) a reduction in the compensation and benefits payable to the
Executive, (iii) the failure of the Company to adhere in any substantial manner
to any of its agreements, representations or covenants to the Executive, (iv)
the Executive being asked to resign without Cause, and (v) the Executive being
asked to perform his duties other than at offices of the Company in Northern New
Jersey, New York City or California.

2.21        "Payment Date" means the date on which an Executive is entitled to
the distribution of his vested Account pursuant to Section 3.5.

2.22        "Plan" means this Unilab Corporation Executive Retirement Plan, as
amended from time to time.

2.23        "Plan Year" means the fiscal year of the Company.

2.24        "Target Benefit" means a projected single life annuity, determined
as provided in Section 3.1, commencing at age 65 or at any other date determined
under Section 3.6 of the Plan.

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2.25        "Termination of Employment" means an Executive's ceasing to be an
employee of the Company or any of its subsidiaries (including cessation of
employment on account of death).

2.26        "Total and Permanent Disability" shall have the meaning set forth in
the Disability Plan.

2.27        "Valuation Date" means the first day of the Plan Year or such other
date as the Committee may select.

2.28        "Years of Service" means the period of time between the date the
Executive began employment with the Company and the Executive's Termination
Date, provided that if the Executive shall leave the Company's employ and
subsequently return, the period of time during which the Executive was not
employed by the Company shall not count as Years of Service for purposes of this
Plan.

3                                   ARTICLE

                                TARGET BENEFIT

3.1         Target Benefit Formula.  As of any date, the Target Benefit for each
Executive is equal to two (2) percent of his Final Compensation multiplied by
Years of Service (full years and fractions thereof) at age 65, not in excess of
25 Years of Service (except as may otherwise be determined by the Committee).
On each Valuation Date, the Company shall allocate to each Executive an Award
reflecting a number of shares of Common Stock having a fair market value equal
to the Annual Expense for the Executive for the applicable Plan Year.  For
purposes of this Section 3.1, the fair market value of shares of Common Stock
shall be determined in accordance with Section 3.8 hereof.  The Annual Expense
for each Executive shall be recalculated once a year, or at such other time as
the Committee may select.

3.2         Special Calculation Rules. The Annual Expense described in Section
3.1 shall be determined using the interest rate and mortality assumptions used
by the Pension Benefit Guaranty Corporation for valuing the liabilities of
terminated retirement plans, as such factors are in effect as of January 1 of
the calendar year for which the Award is being made; provided, however, that, in
the discretion of the Committee, the Annual Expense may be determined using an
interest rate equal to the annual rate of interest on 30-year Treasury
securities in effect as of the beginning of the Plan Year. Such other underlying
actuarial assumptions shall be selected by the Committee having received
recommendations from the Actuary.

3.3         Rights Under Awards. In the event that the Company pays a dividend
in cash or other property to the holders of Common Stock, an Executive's

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Account shall be credited with a dollar amount equal to the per share dividend
multiplied by the number of Awards in the Executive's Account. The Account shall
then be credited with interest from the date such dividend is paid to other
stockholders of the Company until the Payment Date at a rate per annum equal to
two (2) percent above the prime rate, as determined by Citibank, N.A., from time
to time.

3.4         Vesting of Awards. Awards shall become vested in accordance with the
following schedule:

     Years from                                             Amount of
   Date of Award                                           Award Vested
   -------------                                           ------------

   One.................................................        1/3

   Two.................................................        2/3

   Three...............................................        100%

Notwithstanding the provisions of the foregoing schedule, an Executive shall
become fully vested in his Account upon (i) attaining age 65, (ii) Total and
Permanent Disability of the Executive, (iii) Termination of Employment after a
Change in Control, (iv) death, or (v) termination of the Plan.

3.5         Payment Date and Form of Benefit. As soon as practicable following
the death, Total and Permanent Disability or retirement of an Executive after
attaining age 65 (or such earlier date as the Committee, in its sole discretion,
may permit), the Committee shall issue to the Executive or Beneficiary, as the
case may be, a certificate or certificates for the vested number of shares of
Common Stock in the Account of the Executive. In addition, an Executive shall be
entitled to a distribution of his Account upon his Termination of Employment for
Good Reason or without Cause after a Change in Control. Any other amounts in an
Account, other than Awards, shall be distributed in a single cash lump sum
payment.

3.6         Satisfaction of the Company's Obligations. Upon the issuance of
shares of Common Stock or other payment to an Executive or his Beneficiary of
amounts required by this Article III, on or following a Payment Date, or the
determination that no amounts are due, the Company shall have no further
obligations to the Executive under this Plan.

3.7         Fair Market Value.  The value of Common Stock or any portion thereof
as of any Valuation Date shall be the average of the closing market price of the
Common Stock for the five (5) trading days preceding the Valuation Date.

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3.8         Listing and Qualification of Shares. The Plan and the obligation of
the Company to issue shares of Common Stock shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of shares until completion of
any stock exchange listing, or other qualification of such shares under any
state or federal law, rule or regulation as the Company may consider
appropriate, and may require any Executive or Beneficiary to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of the shares in compliance with
applicable laws, rules and regulations.

3.9         Effect of Change in Control. Upon the occurrence of a Change in
Control, unless the Executive otherwise consents to substitute the common stock
of any successor to the assets or business of the Company for the Common Stock,
the number of Awards allocated to an Executive's Account shall be converted into
a dollar amount equal to the number of Awards multiplied by the fair market
value of a share of Common Stock on the date of the Change in Control. The
Account shall then be credited with interest from the date of the Change in
Control until the Payment Date at a rate per annum equal to two (2) percent
above the prime rate, as determined by Citibank, N.A., from time to time. In
addition, in lieu of the Award described in Section 3.1, an Executive's Account
shall be credited on each Valuation Date with the dollar amount of the Annual
Expense. Distribution of an Executive's Account on a Payment Date following a
Change in Control shall be made in cash unless common stock of a successor has
been substituted in the Account in accordance with this Section 3.9.

3.10        Installment Payout.  Notwithstanding the provisions of Section 3.5,
an Executive may irrevocably elect to have his Account distributed in equal
annual installments over a period of no more than five (5) years from the
Payment Date; provided that such election is filed with the Committee no later
than one (1) year prior to the Payment Date.

4                                    ARTICLE

                                  ADMINISTRATION

4.1         Committee.  The Plan shall be administered by the Committee as
appointed from time to time by the Board, which Committee shall consist of not
less than two (2) disinterested directors of the Board within the meaning of
Rule 16b-3 of the Exchange Act.

4.2         Delegation. The Committee may delegate to one or more of its members
or to any other person or persons such ministerial duties as it may deem

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advisable; provided, however, that the Committee may not delegate any of its
responsibilities hereunder if such delegation would cause the Plan to fail to
comply with the "disinterested administration" rules under Section 16 of the
Exchange Act. The Committee may also employ attorneys, consultants, accountants
or other professional advisors and shall be entitled to rely upon the advice,
opinions or valuations of any such advisors.

4.3         Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Company, all Executives and their Beneficiaries and all other
interested persons.

4.4         Liability of Committee, Indemnification. To the maximum extent
permitted by law, no member of the Committee, nor any person to whom ministerial
duties have been delegated, shall be liable to any person for any action taken
or omitted in connection with the interpretation and administration of this Plan
unless attributable to his own gross negligence or willful misconduct. The
Company shall indemnify the members of the Committee against any and all claims,
losses, damages, expenses, including any counsel fees and costs, incurred by
them, and any liability, including any amounts paid in settlement with their
approval, arising from their action or failure to act, except when the same is
judicially determined to be attributable to their gross negligence or willful
misconduct.

4.5         Amendment and Termination of the Plan. Except as otherwise reserved
to the Board, the Committee may, with prospective or retroactive effect,
suspend, terminate, modify or amend this Plan at any time and from time to time;
provided, however, that any amendment that would (i) materially increase the
aggregate number of shares which may be issued under the Plan, (ii) materially
increase the benefits accruing to employees under the Plan, or (iii) materially
modify the requirements as to eligibility for participation in the Plan, shall
be subject to the approval of the Company's stockholders. Any Plan amendment
shall become effective upon the date stated therein, and shall be binding on the
Company, except as otherwise provided in such amendment. If the Plan is
terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to grants made prior to such termination. No suspension,
termination, modification or amendment of the Plan may adversely affect the
rights of an Executive with respect to his Account under the Plan without his
written consent.

4.6         No Enlargement of Employee Rights. Neither an Executive nor his
Beneficiary shall have any right to a benefit under this Plan except in
accordance with the terms hereof. Establishment of the Plan shall not be
construed to give an Executive the

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right to be retained in the service of the Company or any of its affiliates, nor
shall it interfere with the right of the Company to terminate an Executive at
any time.

4.7          No Claim or Right under the Plan. No employee shall at any time
have the right to be selected as an Executive in the Plan, not having been
selected as an Executive to continue being an Executive in the Plan.

4.8          Expenses. The cost of this Plan and the expenses of administering
the Plan shall be borne by the Company.

5                                   ARTICLE

                           GENERAL AND MISCELLANEOUS

5.1           Successors. In the event of the merger or consolidation of the
Company with any other corporation or organization, or in the event
substantially all of the assets of the Company shall be transferred to another
corporation or organization, the successor corporation or organization resulting
from the merger, consolidation or other reorganization, as the case may be,
shall assume the obligations of the Company hereunder and shall be substituted
for the Company hereunder.

5.2           Spendthrift Clause. No right, title or interest of any kind in the
Plan shall be transferable or assignable by an Executive or his Beneficiary or
be subject to alienation, anticipation, encumbrance, garnishment, attachment,
execution of level of any kind, whether voluntary or involuntary nor subject to
the debts, contracts, liabilities, engagements, or torts of any Executive or his
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void.

5.3           Antidilution. In the event of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, split-up, combination,
or exchange of shares, or rights offering to purchase Common Stock at a price
substantially below fair market value or of any similar change affecting the
Common Stock, the number and kind of shares which thereafter has or may be
awarded and issued under the Plan shall be appropriately adjusted consistent
with such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for,
Executives and their Beneficiaries.

5.4           Compliance with Section 16(b). In the case of Executives who are
or may be subject to Section 16 of the Exchange Act, it is the intent of the
Company that the Plan and any stock issued hereunder satisfy and be interpreted
in a manner that satisfies the applicable requirements of Rule 16b-3, so that
such persons will be entitled to the benefits of Rule 16b-3 and other exemptive
rules under Section 16 of the Exchange

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Act and will not be subjected to liability thereunder. If any provision of the
Plan would otherwise conflict with the intent expressed herein, that provision,
to the extent possible, shall be interpreted and deemed amended so as to avoid
such conflict. To the extent any remaining provisions irreconcilably conflict
with such intent, such provision shall be deemed void as applicable to
Executives who are or may be subject to Section 16 of the Exchange Act.

5.5           Limitation. An Executive and Beneficiary shall assume all risk in
connection with any decrease in value of his Account and neither the Company nor
the Committee shall be liable or responsible therefor. Each Executive
acknowledges that there is no assurance that the value of his Account on his
Payment Date will be sufficient to provide the Executive with his Target
Benefit.

5.6           Taxes. The Company shall have the right to require each
participating Executive or their Beneficiaries or legal representatives to remit
to the Company an amount sufficient to satisfy Federal, state and local
withholding tax requirements, or to deduct from all payments under the Plan
amounts sufficient to satisfy all withholding tax requirements. The Committee
may, in its sole discretion, permit an Executive to satisfy his tax withholding
obligation by delivering to the Company shares of Common Stock already owned by
the Executive or withholding shares of Common Stock otherwise deliverable to the
Executive under the Plan.

5.7           Rights as Stockholder. An Executive or Beneficiary shall have no
rights as a stockholder with respect to any shares or Awards credited to an
Account or otherwise issuable upon a Payment Date until the date a stock
certificate is issued to such recipient representing such shares.

5.8           Status.  To the extent that any person acquires a right to receive
benefits from the Company under the Plan, such right shall be no greater than
the right of a general creditor of the Company.  No special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts.

5.9           Payment Due an Incompetent. If the Committee receives evidence
that an Executive or Beneficiary is physically or mentally incompetent to
receive any payment due under the Plan, the Committee may, in its sole
discretion, direct the payment to any other person or trust which has been
legally appointed by the courts. Any such payment shall be a complete discharge
of the liability of the Plan therefor.

5.10          Notices.  On an annual basis, the Committee will mail to each
Executive a Notice regarding the amount of his unvested and vested Awards and
such other amounts as may be credited to his Account.  Such notice shall be
sufficiently made if personally delivered to the Executive or sent by regular
mail addressed to the Executive at the Executive's address as set forth in the
books and records of the Company.

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5.11          Severability. In the event that any provision of this Plan shall
be declared illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining provisions of this Plan but shall be fully
severable and this Plan shall be construed and enforced as if said illegal or
invalid provisions had never been inserted herein.

5.12          Governing Law. The validity and effect of this Plan and the rights
and obligations of all persons affected hereby shall be construed and determined
in accordance with the laws of the State of Delaware unless superseded by
Federal law.

5.13          Construction. The article and section headings and numbers are
included only for convenience of reference and are not to be taken as limiting
or extending the meaning of any of the terms and provisions of this Plan.
Whenever appropriate, words used in the singular shall include the plural or the
plural may be read as the singular. Whenever used in the Plan, the masculine
gender includes the feminine gender, unless the context indicates otherwise.

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