Exhibit 10.21


AMENDED
AND RESTATED

QUEST DIAGNOSTICS INCORPORATED

LONG-TERM INCENTIVE PLAN FOR

NON-EMPLOYEE DIRECTORS


(As
amended as of October 31, 2008)


          Section
1. Purpose. The purpose of the Amended and Restated Quest Diagnostics
Incorporated Long-Term Incentive Plan for Non-Employee Directors is to secure
for the Company and its stockholders the benefits of the incentive inherent in
increased common stock ownership by the members of the Board of Directors who
are not employees of the Company or any of its subsidiaries.


          Section
2. Definitions. When used herein, the following terms shall have the
following meanings:


          “Administrator”
means the Board, or a committee of the Board, duly appointed to administer the
Plan.


          “Board”
means the Board of Directors of the Corporation.


          “Code”
means the Internal Revenue Code of 1986, as amended.


          “Common
Stock” means ($.01 par value) common stock of the Corporation.


          “Corporation”
means Quest Diagnostics Incorporated, a Delaware corporation.


          “Effective
Date” shall mean the date of approval of the Plan by the holders of stock
entitled to vote at the Corporation’s 2005 Annual Meeting of Stockholders.


          “Exercise
Price” means the price per share specified in the Option agreement at which the
Participant may purchase Common Stock through the exercise of his/her Option,
as the same may be adjusted in accordance with Section 9.


          “Fair
Market Value” means, as of any date, the mean of the high and low sales price
of a share of Common Stock on The New York Stock Exchange Composite list on
such date (or if no sale took place on such exchange on such date, the mean
between the high and the low on such exchange on the most recent preceding date
on which a sale took place); provided, however, that for the purposes
of Section 7(d), if on the date of exercise of an Option, a Participant
sells through a broker designated by the Corporation any of the shares
purchased as a result of the exercise of the Option, then the shares shall be
valued at the average sales price of such shares sold on such date as reported
to the Corporation by such broker.






          “Option”
means a right granted under the Plan to a Participant to purchase shares of
Common Stock as a Nonqualified Stock Option which is not intended to qualify as
an Incentive Stock Option under Section 422 of the Code.


          “Option
Period” means the period within which the Option may be exercised pursuant to
the Plan.


          “Participant”
means a member of the Board of Directors of Quest Diagnostics Incorporated who
is not an employee of Quest Diagnostics Incorporated or any subsidiary thereof.


          “Plan”
means the Amended and Restated Quest Diagnostics Incorporated Long-Term
Incentive Plan for Non-Employee Directors.


          
“Stock Awards” means a grant under the Plan to a Participant of shares of
Common Stock or of a right to receive shares of Common Stock (or their cash
equivalent or a combination of both) in the future.


          Section
3. Administration. The Plan shall be administered by the Administrator
who shall establish from time to time regulations for the administration of the
Plan, interpret the Plan, delegate in writing administrative matters to
committees of the Board or to other persons, and make such other determinations
and take such other action as it deems necessary or advisable for the
administration of the Plan. All decisions, actions and interpretations of the
Administrator shall be final, conclusive and binding upon all parties.


          Section
4. Participation. All Non-Employee Directors who become members of the
Board shall automatically be Participants in the Plan.


          Section 5. Shares
Subject to the Plan. The maximum number of shares of Common Stock that may
be delivered in conjunction with grants of Options and Stock Awards under the
Plan shall be 2,000,000,1 and 2,000,000 shares of Common Stock shall
be reserved for this purpose under the Plan (subject to adjustment as provided
in Section 9). The shares issued upon the grant of Stock Awards or exercise of
Options granted under the Plan may be authorized and unissued shares or shares
held in the treasury of the Corporation including shares purchased on the open
market by the Corporation (at such time or times and in such manner as it may
determine). The Corporation shall be under no obligation to acquire Common
Stock for distribution to Participants before payment in shares of Common Stock
is due. If any Stock Award or Option granted under the Plan shall be canceled
or expire, new Stock Awards or Options may thereafter be granted covering such
shares.


	
 


	




	
1 All Share totals included in
 Sections 5 and 6 have been adjusted to reflect the two-for-one stock
 split effective on June 20, 2005.





-2-






          Section
6. Grants of Options and Stock Awards. 


          (a)
On the Effective Date and on the date of the Annual Meeting of Shareholders of
each year commencing on January 1, 2006, the Administrator may grant to
each Participant an Option and/or a Stock Award, in such proportions as the
Administrator may determine, covering an aggregate of not more than
20,000 shares of Common Stock. In the event that a Participant is elected
as a director of the Company other than on the date of the Annual Meeting of
Shareholders, the Board may grant to such director, on his/her election, an
Option and/or a Stock Award, in such proportions as the Administrator may
determine, covering such number of shares of Common Stock (not to exceed
20,000) that is proportional to the fraction of a year remaining until the next
Annual Meeting of Shareholders. In addition, upon a Participant’s initial
election as a director of the Company by the Board, the Administrator may make
a one-time grant to such Participant of an Option and/or a Stock Award, in such
proportions as the Administrator may determine, covering an aggregate of not
more than 40,000 shares of Common Stock.


          (b)
Each Stock Award shall be earned and vest over such period and shall be
governed by such conditions, restrictions and contingencies as the
Administrator shall determine. These may include the achievement of performance
goals.


          (c)
As may be permitted from time to time by the Administrator, each Participant
may elect to receive an Option or Stock Award in lieu of the cash compensation
payable to such director in any year. The number of shares of Common Stock
underlying the Option available to such director shall be computed using the
same option valuation methodology (or any subsequent methodology as may be adopted
by the Company) as is used for reporting compensation expense in the Company’s
financial statements so as to achieve a value equal to the cash compensation
that would otherwise have been paid. Any such election shall be irrevocable and
shall be made by December 31, effective for the fees payable during the
following year and with an Option being granted on each day on which the fees
would otherwise have been payable (generally expected to be the first day of
each calendar quarter).


          Section
7. Terms and Conditions of Options. Each Option granted under the Plan
shall be evidenced by a written agreement, in form approved by the
Administrator and executed by the Chairman of the Board, President, Vice
President of Human Resources or Secretary of the Corporation, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Administrator may deem appropriate. Options may be
granted singularly or in combination with a Stock Award.


          (a)
Option Period.
Each Option agreement entered into on or after the Effective Date shall specify
that the Option granted thereunder is granted for a period of seven
(7) years from the date of grant and shall provide that the Option shall
expire on such seven-year anniversary.


-3-






          (b) Exercise
Price. The Exercise Price per share shall be the Fair Market Value
at the time the Option is granted.


          (c) Exercise of
Option. Subject to Section 7(e), Options granted under
Section 6(a) hereof shall become exercisable in three equal annual
installments beginning on the first anniversary of the date of grant. Options
granted under Section 6(c) vest and become exercisable immediately on the
date of grant. The exercisability of these Options may be limited by the
Corporation’s restrictions on exercise resulting from provisions of its
non-employee director stock ownership guidelines program.


          (d) Payment of
Exercise Price Upon Exercise. The Exercise Price of the shares as to
which an Option shall be exercised shall be paid to the Corporation at such
time (but in no event later than the date on which any shares are issued on
exercise of an Option) as is determined by the Administrator. The Administrator
may authorize in its sole discretion, the payment of the Exercise Price by
(i) delivering Common Stock of the Corporation already owned by the
Participant and having a total Fair Market Value on the date of such delivery
equal to the Exercise Price, (ii) delivering a combination of cash and
Common Stock of the Corporation having a total Fair Market Value on the date of
such delivery equal to the Exercise Price, or (iii) by delivery of a
notice of cancellation of vested Options held by the Participant having a
spread equal to the Exercise Price of the number of shares being exercised,
including any taxes required to be withheld by the corporation in connection
with such exercise. For purposes of the preceding sentence “spread” shall mean
the difference between the Fair Market Value of the Common Stock on the date of
exercise and the Exercise Price multiplied by the number of shares covered by
the vested Options being canceled.


          (e) Termination
of Service on the Board. In the event service on the Board of a
Participant terminates for any reason, all Options previously granted to such
Participant under the Plan may be exercised by the Participant (or, if the
Participant is deceased, by his/her representative) at any time, from time to
time, for the remaining term of the Option.


          (f)
Transferability of Options. No Option granted under the Plan and no
right arising under such Option shall be transferable other than by will or by
the laws of descent and distribution. During the lifetime of the optionee, an
Option shall be exercisable only by him/her.


          (g)
Participants to Have No Rights as Stockholders. No Participant shall
have any rights as a stockholder with respect to any shares subject to his or
her Option prior to the date on which he or she is recorded as the holder of
such shares on the records of the Corporation.


          (h) Other
Option Provisions. The form of Option agreement authorized by the
Plan may contain such other provisions as the Board may, from time to time,
determine.


-4-






          Section
8. Terms and Conditions of Stock Awards. Each Stock Award granted under
the Plan shall be evidenced by a written agreement, in form approved by the
Administrator and executed by the Chairman of the Board, President, Vice
President of Human Resources or Secretary of the Corporation, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Administrator may deem appropriate. Stock Awards may be
granted singularly or in combination with an Option.


          (a) Dividends
and Dividend Equivalents. A grant of Stock Awards may contain the
right to receive dividends or dividend equivalent payments which may be paid
either currently or credited to a Participant’s account. Any such crediting of
dividends or dividend equivalents may be subject to such conditions,
restrictions and contingencies as the Administrator shall establish, including
the reinvestment of such credited amounts in Common Stock equivalents.


          (b) Payments.
Stock Awards may be settled through cash payments, the delivery of shares of
Common Stock, the granting of Stock Awards or Options or combination thereof as
the Administrator shall determine. Any Stock Award settlement, including
payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Administrator shall determine. The Administrator may
permit or require the deferral of any award payment, subject to such rules and
procedures as it may establish, which may include provisions for the payment or
crediting of interest, or dividend equivalents, including converting such
credits into deferred share equivalents.


          (c)
Transferability of Stock Awards. Except by will or by the laws of
descent and distribution and, if permitted by the Administrator, as a gift to a
family member or a trust or similar entity for the benefit of one or more
family members, no Stock Award granted under the Plan shall be assignable or
transferable.


          (d)
Participants to Have No Rights as Stockholders. No Participant shall
have any rights as a stockholder with respect to any shares subject to his or
her Stock Award prior to the date on which he or she is recorded as the holder
of such shares on the records of the Corporation.


          (e) Other Stock
Award Provisions. The form of Stock Award agreement authorized by
the Plan may contain such other provisions as the Board may, from time to time,
determine.


          Section
9. Adjustments in Event of Change in Common Stock. In the event of any
change in the Common Stock by reason of any stock split, reverse stock split,
stock dividend recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or of any similar change affecting
the Common Stock, the number and kind of shares which thereafter may be
optioned, awarded and sold under the Plan and the number and kind of shares
subject to Stock Awards in outstanding Stock Award Agreements or subject to
Option in outstanding Option agreements and the Exercise Price per share of
such Options shall be appropriately


-5-






adjusted consistent with such change in such manner as
the Administrator may deem equitable to prevent substantial dilution or
enlargement of the right granted to, or available for, Participants in the
Plan; provided,
however, that no such adjustment shall be required if the
Administrator determines that such action could cause an Option to fail to
satisfy the conditions of an applicable exception from the requirements of
Section 409A (as defined below) or otherwise could subject a Participant
to the additional tax imposed under Section 409A in respect of an
outstanding Stock Award..


          Section
10. Listing and Qualification of Shares. The Plan, the grant of Stock
Awards, the grant and exercise of Options thereunder, and the obligation of the
Corporation to sell and deliver shares under such Stock Awards and Options,
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 Corporation, in its discretion, may postpone the issuance or
delivery of shares upon any grant of a Stock Award or exercise of an
Option until completion of any stock exchange listing, or other qualification
of such shares under any state or federal law, rule or regulation as the
Corporation may consider appropriate, and may require any Participant,
beneficiary or legal representative 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.


          Section
11. Taxes. The Corporation may make such provisions and take such steps as it may deem necessary or appropriate for
the withholding of all federal, state, local and other taxes required by law to be withheld with respect to
Options and Stock Awards granted under the Plan including, but not limited to (a) reducing the number of shares
of Common Stock otherwise deliverable to permit deduction of the amount of any such withholding taxes from the
amount otherwise payable under the Plan, (b) deducting the amount of any such withholding taxes from any other
amount then or thereafter payable to a Participant, or (c) requiring a Participant, beneficiary or legal
representative to pay in cash to the Corporation the amount required to be withheld or to execute such documents
as the Corporation deems necessary or desirable to enable it to satisfy its withholding obligations as a
condition of releasing the Common Stock. The Plan is intended and shall be construed to comply with Section 409A
of the Code, including any amendments or successor provisions to that Section any regulations and other
administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted
through further administrative guidance (collectively, “Section 409A”). In this regard, and without limiting the
previous sentence, any election made with respect to Sections 6(a), 6(c) and 8(b) shall be conformed to the
requirements of Section 409A to the extent applicable.


          Section
12. No Liability of Board Members. No member of the Board shall be
personally liable by reason of any contract or other instrument executed by
such member or on his behalf in his/her capacity as a member of the Board or
the Administrator nor for any mistake of judgment made in good faith, and the
Corporation shall indemnify and hold harmless to the fullest extent permitted
by the Corporation’s


-6-






Restated Certificate of
Incorporation and By-Laws and Delaware General Corporation Law, each employee,
officer or director of the Corporation to whom any duty or power relating to
the administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim with the approval of the Board) arising
out of any act or omission to act in connection with the Plan.


          Section
13. Amendment or Termination. The Board may, with prospective or
retroactive effect, amend, suspend or terminate the Plan or any portion thereof
at any time; provided, however, that no amendment, suspension or
termination of the Plan shall deprive any Participant of any right with respect
to any Stock Award or Option granted under the Plan without his written
consent; and provided, further, that unless duly approved by the holders
of stock entitled to vote thereon at a meeting (which may be the annual
meeting) duly called and held for such purpose, except as provided in
Section 9, no amendment or change shall be made in the Plan
(i) increasing the total number of shares which may be issued or
transferred under the Plan; (ii) changing the exercise price specified for the
shares subject to Options; (iii) changing the maximum period during which
Options may be exercised; (iv) extending the period during which Options
or Stock Awards may be granted under the Plan; or (v) expanding the class
of individuals eligible to receive Stock Awards or Options under the Plan.


          Section
14. Captions. The captions preceding the sections of the Plan have been
inserted solely as a matter of convenience and shall not in any manner define
or limit the scope or intent of any provisions of the Plan.


          Section
15. Governing Law. The Plan and all rights thereunder shall be governed
by and construed in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed entirely within such State.


          Section
16. Effective Date and Duration of Plan. The Plan shall become effective
as of the Effective Date. This Plan shall terminate on the tenth anniversary of
the Effective Date, and no Stock Awards or Option may be granted under the Plan
after such date, but such termination shall not affect any Stock Award or Option
previously granted.


-7-