Exhibit 10.25


QUEST DIAGNOSTICS


SUPPLEMENTAL DEFERRED COMPENSATION PLAN


(PRE – 2005)


AMENDED DECEMBER 30, 2008






PREAMBLE


Effective as
of January 1, 1999, Quest Diagnostics adopted this Quest Diagnostics
Supplemental Deferred Compensation Plan for the benefit of certain of its
Employees. As a result of the enactment in 2004 of Section 409A of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”), Quest
Diagnostics adopted the Quest Diagnostics Supplemental Deferred Compensation
Plan (Post-2004) document to reflect the terms that will govern amounts that
were deferred (within the meaning of Treas. Reg. §1.409A-6(a)(1)) under the
Plan in taxable years beginning on and after January 1, 2005. Quest Diagnostics
hereby desires to amend the Plan document to evidence the intention that, with
limited exceptions, amounts that were deferred (within the meaning of Treas.
Reg. §1.409A-6(a)(1)) under the Plan in taxable years beginning before January
1, 2005 will be governed by the terms of the Plan as in effect as of October 3,
2004 and that Section 409A will not be applicable to such amounts (including
any earnings thereon) and adopts this document, the Quest Diagnostics
Supplemental Deferred Compensation Plan (Pre – 2005) for that purpose. Unless otherwise
expressly determined by Quest Diagnostics, it is the intent that no amendment
to this document be considered a “material modification” within the meaning of
Treas. Reg. 1.409A-6(a)(4). 


For these
purposes, an amount is considered deferred before January 1, 2005, if before
such date, the employee had a legally binding right to be paid the amount
(within the meaning of Treas. Reg. §1.409A-1(b)(1)), and the right to the
amount was earned and vested (within the meaning of Treas. Reg. §1.409A-6(a)). 


The purpose of
the Plan is to provide supplemental retirement income and to permit eligible
Employees the option to defer receipt of Compensation, pursuant to the terms of
the Plan. The Plan is intended to be an unfunded deferred compensation plan
maintained for the benefit of a select group of management or highly
compensated employees under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA
and therefore to be exempt from Parts 2, 3 and 4 of Subtitle B of Title I of
ERISA to the maximum extent permissible under the provisions thereof.






TABLE
OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 1.

 	
 DEFINITIONS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 1.1

 	
 Definitions

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 2.

 	
 PARTICIPATION

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
 Participation

 	
  

 	
 4

 
	
 2.2

 	
 Resumption
 of Participation Following Reemployment

 	
  

 	
 4

 
	
 2.3

 	
 Change in
 Employment Status

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 3.

 	
 CONTRIBUTIONS

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.1

 	
 Deferral
 Contributions

 	
  

 	
 5

 
	
 3.2

 	
 Participating
 Employer Contributions

 	
  

 	
 6

 
	
 3.3

 	
 Transfer of
 Funds

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 4.

 	
 PARTICIPANTS’ ACCOUNTS

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.1

 	
 Individual
 Accounts

 	
  

 	
 7

 
	
 4.2

 	
 Accounting
 for Payments

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 5.

 	
 INVESTMENT OF CONTRIBUTIONS

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.1

 	
 Manner of
 Investment

 	
  

 	
 8

 
	
 5.2

 	
 Investment
 Decisions

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 6.

 	
 RIGHT TO BENEFITS

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.1

 	
 Termination
 of Employment

 	
  

 	
 9

 
	
 6.2

 	
 Death

 	
  

 	
 9

 
	
 6.3

 	
 Payment on a
 Designated Future Date

 	
  

 	
 9

 
	
 6.4

 	
 Payment Due
 to an Unforeseen Emergency

 	
  

 	
 9

 
	
 6.5

 	
 Adjustment
 for Investment Experience

 	
  

 	
 9

 
	
 6.6

 	
 Forfeiture
 of Unvested Amounts

 	
  

 	
 10

 
	
 6.7

 	
 Taxes

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7.

 	
 PAYMENT OF BENEFITS

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.1

 	
 Payment of
 Benefits to Participants and Beneficiaries

 	
  

 	
 11

 
	
 7.2

 	
 Determination
 of Method of Payment

 	
  

 	
 11

 
	
 7.3

 	
 Right of
 Offset

 	
  

 	
 11

 
	
 7.4

 	
 Payment in
 the Event of Taxation

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 8.

 	
 AMENDMENT AND TERMINATION

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
 Plan
 Amendment

 	
  

 	
 12

 
	
 8.2

 	
 Retroactive
 Amendments

 	
  

 	
 12

 



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 8.3

 	
 Plan
 Termination

 	
  

 	
 12

 
	
 8.4

 	
 Payment upon
 Termination of the Plan

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 9.

 	
 THE TRUST

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
 Establishment
 of Trust

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 10.

 	
 MISCELLANEOUS

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.1

 	
 Limitation
 of Rights

 	
  

 	
 14

 
	
 10.2

 	
 Spendthrift
 Provision

 	
  

 	
 14

 
	
 10.3

 	
 Facility of
 Payment

 	
  

 	
 14

 
	
 10.4

 	
 Discharge of
 Obligations

 	
  

 	
 14

 
	
 10.5

 	
 Furnishing
 Information

 	
  

 	
 15

 
	
 10.6

 	
 Information
 between the Administrator and Trustee

 	
  

 	
 15

 
	
 10.7

 	
 Notices

 	
  

 	
 15

 
	
 10.8

 	
 Writings and
 Electronic Communications

 	
  

 	
 15

 
	
 10.9

 	
 Governing
 Law

 	
  

 	
 15

 
	
 10.10

 	
 Construction

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 11.

 	
 PLAN ADMINISTRATION

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1

 	
 Powers and
 Responsibilities of the Administrator

 	
  

 	
 16

 
	
 11.2

 	
 Claims and
 Review Procedures

 	
  

 	
 16

 
	
 11.3

 	
 Plan’s
 Administrative Costs

 	
  

 	
 17

 



-ii-






	
  

 	
  

 
	
 Article 1.

 	
 Definitions.

 



1.1 Definitions. Pronouns used in the Plan
are in the masculine gender but include the feminine gender unless the context
clearly indicates otherwise. Wherever used herein, the following terms have the
meanings set forth below, unless a different meaning is clearly required by the
context: 


(a) “Account” means an account established on
the books of a Participant’s Employer for the purpose of recording Deferral
Contributions and Employer Contributions credited on behalf of a Participant in
respect of compensation for services to such Employer and any notional income,
expenses, gains or losses related thereto. For each Participant who was a
participant in the MetPath Inc. Deferred Compensation Plan, a MetPath Plan
Subaccount was established as part of the Participant’s Account. For purposes
of this Plan document, “Account” shall include only amounts that are deferred
within the meaning of Treas. Reg. §1.409A-6(a)(1)) during taxable years before
January 1, 2005. An amount is considered deferred before January 1, 2005, if
before such date, the Participant had a legally binding right to be paid the
amount (within the meaning of Treas. Reg. §1.409A-1(b)(1)), and the right to
the amount was earned and vested (within the meaning of Treas. Reg.
§1.409A-6(a)).


(b) “Administrator” means Quest Diagnostics
acting through its officers and employees. 


(c) “Appeals Committee” means the Quest
Diagnostics Appeals Committee, which is designated from time to time by the
Administrator to administer the claims and review procedures specified in
Section 11.2. 


(d) “Beneficiary” means the person or persons
entitled under Section 6.2 to receive benefits under the Plan upon the death of
a Participant.


(e) “Bonus” means the cash bonus that is
payable each March (if not deferred pursuant to Section 3.1) under the Senior
Management Incentive Plan or the Quest Diagnostics Incorporated Management
Incentive Plan.


(f) “Code” means the Internal Revenue Code of
1986, as amended from time to time.


(g) “Compensation” shall have the meaning
ascribed to the term “Deferral Compensation” by the Profit Sharing Plan;
provided that any exclusion attributable to (i) deferred compensation deferred
pursuant to this Plan or (ii) limits imposed by Code Section 401(a)(17) shall
not apply.


(h) “Deferral Contributions” means those
amounts credited to a Participant’s Account pursuant to Section 3.1.


(i) “Eligible Employee” means an Employee of an
Employer who is determined by the Administrator to be among a select group of
management or highly compensated Employees and who is designated by the
Administrator as an Eligible Employee for purposes of the Plan.


(j) “Employee” means any employee of an
Employer.






(k) “Employer” means Quest Diagnostics and any
successors and assigns unless otherwise provided herein, and shall include any
Related Employer or other affiliated employer adopting this Plan.


(l) “Employer Contributions” means amounts
credited to a Participant’s Account pursuant to Section 3.2.


(m) “Employer Stock” means any class of common
stock of Quest Diagnostics or the preferred stock of Quest Diagnostics that is
convertible into common stock.


(n) “ERISA” means the Employee Retirement
Income Security Act of 1974, as from time to time amended.


(o) “MetPath Plan Subaccount” means the
subaccount established and maintained by the Administrator pursuant to Section
4.1 on behalf of each Participant who was a participant in the MetPath Inc.
Deferred Compensation Plan.


(p) “Participant” means any Eligible Employee
who has filed in accordance with Article 2 an election to defer Compensation
pursuant to Section 3.1.


(q) “Plan” means this Quest Diagnostics
Supplemental Deferred Compensation Plan as in effect from time to time.


(r) “Plan Year” means the calendar year.


(s) “Profit Sharing Plan” means the Profit
Sharing Plan of Quest Diagnostics Incorporated, as amended from time to time.


(t) “Quest Diagnostics” means Quest Diagnostics
Incorporated.


(u) “Related Employer” means any employer other
than Quest Diagnostics, if Quest Diagnostics and such other employer are
members of a controlled group of corporations (as defined in Section 414(b) of
the Code) or an affiliated service group (as defined in Code Section 414(m)),
or are trades or businesses (whether or not incorporated) which are under
common control (as defined in Section 414(c)), or such other employer is
required to be aggregated with Quest Diagnostics pursuant to regulations issued
under Code Section 414(o).


(v) “Section 16 Executive” means an Eligible
Employee who is designated as such by the Administrator.


(w) “Section 401(a)(17) Limit” means the
maximum amount of annual compensation that can be taken into account by the
Profit Sharing Plan pursuant to Code Section 401(a)(17).


(x) “Senior Executive” means an Eligible
Employee who is designated as such by the Administrator.


(y) “Senior Management Incentive Plan” means
the Quest Diagnostics Incorporated Senior Management Incentive Plan, as in
effect from time to time.


-2-






(z) “SMIP Bonus Subaccount” means the portion
of a Participant’s Account established and maintained by the Administrator on
behalf of each Participant who elects to defer a portion of his Bonus payable
under the Senior Management Incentive Plan and any other plan intended to pay
performance-based compensation within the meaning of Code Section 162(m)(4)(c).


(aa) “Supplemental Contribution” means an additional
discretionary Employer Contribution credited to a Participant’s Account
pursuant to Section 3.2.


(bb) “Trust” means the trust fund established
pursuant to the terms of the Plan.


(cc) “Trust Agreement” means the agreement by
and among the Trustee and each Employer establishing the Trust.


(dd) “Trustee” means the corporation or
individuals named in the agreement establishing the Trust and such successor
and/or additional trustees as may be named in accordance with the Trust
Agreement.


-3-






	
  

 	
  

 
	
 Article 2.

 	
 Participation.

 



2.1 Participation.
Each Eligible Employee who has an Account is a Participant covered under this
Plan document. No other Eligible Employee shall become a Participant covered
under this Plan document after December 31, 2004. An election to defer
Compensation will be timely if it is filed in accordance with procedures
established by the Administrator which shall require elections to be filed no
later than January 1 of the Plan Year to which the deferral election applies
or, if an individual is designated by the Administrator as an Eligible Employee
during the Plan Year, within 30 days following the date of such designation.


2.2 Resumption of Participation Following
Reemployment. If a Participant ceases to be an
Employee and thereafter returns to the employ of an Employer before December
31, 2004, he may again become a Participant following his reemployment,
provided he is an Eligible Employee and has timely filed an election to defer
Compensation pursuant to Section 3.1.


2.3 Change in Employment Status.
If any Participant continues in the employ of an Employer but ceases to be an
Eligible Employee, he shall continue to be a Participant until the entire
amount of the value of his Account is paid.


-4-






	
  

 	
  

 
	
 Article 3.

 	
 Contributions.

 



3.1 Deferral Contributions.


(a) Participant
deferral elections. Each Participant who is not a Senior Executive may
elect to defer up to fifty (50) percent (in whole percentages) of his future
Compensation in excess of the Section 401(a)(17) Limit.


(b) Senior
Executive deferral elections. Each Participant who is a Senior Executive
may elect to defer (1) up to fifty (50) percent (in whole percentages) of his
future Compensation (excluding any Bonus deferred pursuant to Section
3.1(b)(2)) in excess of the Section 401(a)(17) Limit; and (2) up to ninety-five
(95) percent (in whole percentages) of his future Compensation which
constitutes Bonus.


(c) Effectiveness
of deferral election. A deferral election shall become effective on the
first day of the Plan Year (or for an individual who is designated as an
Eligible Employee during the Plan Year and timely files a deferral election,
the first day of the first payroll period that follows receipt by the
Administrator of such election). The election will be effective to defer Compensation
relating to all services performed in the Plan Year subsequent to the time such
election becomes effective. Any subsequent election will be effective as of the
first day of the following Plan Year and will apply only to Compensation
payable with respect to services rendered after such date. Amounts credited to
a Participant’s Account prior to the effective date of any subsequent election
will not be affected by such subsequent election.


(d) Commencement
of deferrals. (i) Deferrals made pursuant to Section 3.1(a) and
3.1(b)(1). If a Participant’s Compensation for a Plan Year exceeds
the Section 401(a)(17) Limit on account of payment of Compensation (excluding
any Bonus), then deferrals pursuant to his election under Section 3.1(a) or
3.1(b)(1) shall commence as of the payroll period coincident with or next
following the payroll period in which the Participant’s Compensation exceeds
the Section 401(a)(17) Limit (but deferrals shall be made only on Compensation
in excess of the Section 401(a)(17) Limit). If a Participant’s Compensation for
a Plan Year exceeds the Section 401(a)(17) Limit on account of payment of
Bonus, then deferrals pursuant to his election shall commence as of the payroll
period in which the Participant’s Compensation exceeds the Section 401(a)(17)
Limit (but deferrals shall be made only on Compensation in excess of the
Section 401(a)(17) Limit). (ii) Deferrals made pursuant to Section 3.1(b)(2).
Deferrals of Bonus pursuant to Section 3.1(b)(2) shall be made in the payroll
period in which the Bonus would otherwise be paid.


(e) Election
irrevocable except as required pursuant to Profit Sharing Plan. An Employer
shall credit to the Account maintained on behalf of a Participant the amount of
Compensation deferred pursuant to such Participant’s election. Under no
circumstances may an election to defer Compensation be adopted or effective
retroactively. A Participant may not revoke or change an election to defer
Compensation for a Plan Year during that year; provided, however, that a Participant
who has made a hardship withdrawal under the Profit Sharing Plan may not defer
Compensation under this Plan for a period of six months from the date of the
withdrawal, unless otherwise determined by the Administrator.


-5-






(f) SMIP
Bonus Subaccount. A Participant’s Employer shall credit to the
Participant’s SMIP Bonus Subaccount an amount corresponding to the amount of
Bonus payable under the Senior Management Incentive Plan deferred pursuant to
Section 3.1(b)(2).


(g) Vested
Right. Subject to the claims of the Employer’s creditors in the event of
the Employer’s insolvency, a Participant shall have a nonforfeitable right to
the value of Deferral Contributions credited to his Account.


(h) No
Deferral Contributions after 2004. All Deferral Contributions made after
2004 and attributable to periods after 2004 shall be governed by the terms of
the Quest Diagnostics Supplemental Deferred Compensation Plan (Post – 2004).


3.2 Participating Employer Contributions.


(a) Employer
Contributions. (i) Matching Contribution. An Employer
shall credit an Employer Contribution to the Account maintained on behalf of
each Participant who had Deferral Contributions credited to his Account for a
payroll period. Notwithstanding the preceding sentence, no Employer
Contribution shall be credited to the Account of a Participant who is also a
participant in the Quest Diagnostics Transferee Pension Plan for former Corning
Incorporated employees. The amount of the Employer Contribution to be credited
on behalf of a Participant shall be equal to the applicable percentage
specified from time to time in Section 3.2 of the Profit Sharing Plan of the
Deferral Contributions made on behalf of the Participant with respect to such
payroll period. (ii) Vested Right. Subject to the claims of the Employer’s
creditors in the event of the Employer’s insolvency, a Participant shall have a
nonforfeitable right to the value of Employer Contributions credited to his
Account.


(b) Supplemental
Contributions. In addition, a Participant’s Employer may, from time to time
in its sole discretion, credit a Supplemental Contribution to a Participant’s
Account in an amount determined by such Employer in its sole discretion and
without regard to any Deferral Contribution elected by such Participant. Unless
otherwise specified by the Employer at the time the Supplemental Contribution
is made, a Participant shall have a nonforfeitable right to the value of such
Supplemental Contribution credited to his Account, subject to the claims of
such Employer’s creditors in the event of such Employer’s insolvency.


(c) No
Employer Contributions after 2004. All Employer Contributions made after
2004 and attributable to periods after 2004 shall be governed by the terms of
the Quest Diagnostics Supplemental Deferred Compensation Plan (Post – 2004).


3.3 Transfer of Funds.
Each Employer will, as soon as administratively practicable after each payroll
period, make a transfer of assets to the Trustee. The Employers shall provide
the Trustee with information on the amount credited to each Participant’s
Account.


-6-






	
  

 	
  

 
	
 Article 4.

 	
 Participants’ Accounts.

 



4.1 Individual Accounts.
The Administrator will establish and maintain an Account for each Participant
which will reflect Deferral Contributions, Employer Contributions and
Supplemental Contributions credited to the Account and any notional earnings,
expenses, gains and losses credited thereto, attributable to the investments in
which the Participant’s Account is treated as invested. For each Participant
who was a participant in the MetPath Inc. Deferred Compensation Plan, the
Administrator will establish and maintain, as part of such Participant’s
Account, a subaccount (the “MetPath Plan
Subaccount”) to reflect his participation in the MetPath Inc.
Deferred Compensation Plan. The MetPath Plan Subaccount had an opening balance
equal to the balance of the Participant’s account under the MetPath Inc.
Deferred Compensation Plan on the date the Participant’s balance under the
MetPath Inc. Deferred Compensation Plan was transferred to this Plan (with
interest credited, pursuant to the terms of the MetPath Inc. Deferred
Compensation Plan, from December 31, 1998 to the transfer date). The
Administrator will establish and maintain such other accounts and records as it
decides in its discretion to be reasonably required or appropriate in order to
discharge its duties under the Plan. Participants will be furnished statements
of their Account value at least once each Plan Year.


4.2 Accounting for Payments.
A payment to the Participant or to the Participant’s Beneficiary(ies) shall be
charged to the Participant’s Account as of the date of such payment.


-7-






	
  

 	
  

 
	
 Article 5.

 	
 Investment of Contributions.

 



5.1 Manner of Investment.
All amounts credited to the Accounts of Participants shall be treated as though
invested and reinvested only in eligible investments selected by the
Administrator.


5.2 Investment Decisions.
Investments in which the Accounts of Participants shall be treated as invested
and reinvested shall be directed by the Employer, each Participant, or both, as
specified pursuant to procedures established by the Administrator from time to
time. No portion of the Employer Contributions credited to a Participant’s
Account on or after January 1, 2003 or Deferral Contributions credited to a
Participant’s Account on or after April 1, 2004 may be treated as though
invested in Employer Stock, but the portion of the Employer Contributions
credited to a Participant’s Account before January 1, 2003 that was treated as
though invested in Employer Stock shall continue, on and after January 1, 2003,
to be treated as though invested in Employer Stock.


Notwithstanding
the preceding provisions of this Section 5.2, in no event may a Section 16
Executive direct that Deferral Contributions made by him on or after January 1,
2000 be treated as though invested in Employer Stock.


-8-






	
  

 	
  

 
	
 Article 6.

 	
 Right to Benefits.

 



6.1 Termination of Employment.
If a Participant terminates his employment for any reason, the value of the
Participant’s Account will be paid in accordance with Article 7.


6.2 Death. If
a Participant dies before payment of the value of his Account has commenced, or
before such payment has been completed, his designated Beneficiary or
Beneficiaries will be entitled to receive the remaining balance of his Account.
Payment to the Beneficiary or Beneficiaries will be made in accordance with
Article 7.


A Participant
may designate a Beneficiary or Beneficiaries, or change any prior designation
of Beneficiary or Beneficiaries by giving notice to the Administrator on a form
designated by the Administrator. With respect to any Beneficiary designations
filed with the Administrator, after December 31, 2003, a Participant’s spouse
must consent to his designation of a Beneficiary other than his spouse. If more
than one person is designated as the Beneficiary, their respective interests
shall be indicated on the designation form. A copy of the death notice or other
sufficient documentation must be filed with and approved by the Administrator.
If upon the death of the Participant there is, in the opinion of the
Administrator, no designated Beneficiary for part or all of the value of the
Participant’s Account, such amount will be paid to his surviving spouse or, if
none, to his estate (such spouse or estate shall be deemed to be the
Beneficiary for purposes of the Plan). If a Beneficiary dies after payment to
such Beneficiary has commenced, but before the full value of the Participant’s
Account has been paid, and, in the opinion of the Administrator, no person has
been designated to receive such remaining balance, then such balance shall be
paid to the deceased Beneficiary’s estate.


6.3 Payment on a Designated Future Date.
Concurrently with a Participant’s election to defer Compensation pursuant to
Section 3.1 for any Plan Year (or the making of a Supplemental Contribution by
an Employer), the Administrator may permit a Participant to designate a
specific date on which a specified amount of the value of his Account
attributable to such election (or a Supplemental Contribution that is
nonforfeitable) shall be paid in accordance with Article 7; provided that in
the event of such Participant’s earlier termination of employment or death, his
Account shall be paid in accordance with Section 6.1 or 6.2, as the case may
be. Unless otherwise permitted under procedures specified by the Administrator,
such election shall be irrevocable.


6.4 Payment Due to an Unforeseen Emergency.
A Participant shall not be permitted to withdraw any portion of the value of
his Account prior to termination of employment or any date specified pursuant
to Section 6.3 (whichever occurs first), except a Participant may apply to the
Administrator, in accordance with procedures specified by the Administrator, to
withdraw some or all of the value of his Account if such withdrawal is required
on account of a financial hardship resulting from an unforeseen emergency. The
Administrator shall establish criteria to determine what constitutes financial
hardship. Withdrawals made on account of financial hardship shall be made in a
lump sum payment in accordance with Article 7.


6.5 Adjustment for Investment Experience.
If the total value of a Participant’s Account is not paid in a single sum after
the Participant terminates employment, the amount remaining in the Account
after the first payment will continue to be treated as invested in an
interest-bearing 


-9-






money market
account and will be subject to adjustment until paid to reflect the income,
gains and losses on such deemed investment.


6.6 Forfeiture of Unvested Amounts.
Any portion of the value of a Participant’s Account attributable to a
Supplemental Contribution that is not fully vested at the time he terminates
employment shall be forfeited.


6.7 Taxes.
There shall be deducted from each payment made under the Plan to the Participant
(or Beneficiary) all taxes that Quest Diagnostics determines are required to be
withheld or deducted by Quest Diagnostics in respect to such payment or the
Plan. Quest Diagnostics shall have the right to reduce any payment by the
amount of cash sufficient to provide the amount of such taxes.


-10-






	
  

 	
  

 
	
 Article 7.

 	
 Payment of Benefits.

 



7.1 Payment of Benefits to Participants
and Beneficiaries. (a) Payments under the
Plan to a Participant or to the Beneficiary of the Participant shall be made in
a lump sum in cash or, if permitted by the Administrator and specified in the
Participant’s election to defer Compensation, under a systematic withdrawal
plan (installment(s)) not exceeding 5 years, upon termination of employment or
death. Notwithstanding the preceding sentence, amounts attributable to that
portion of the Employer Contribution credited to a Participant’s Account
treated as though invested in Employer Stock pursuant to Section 5.2 shall be
paid in Employer Stock following termination of employment, and any amounts
attributable to Deferral Contributions credited to a Participant’s Account
treated as though invested in Employer Stock shall be paid in cash or Employer
Stock, as elected by the Participant. Payments under the Plan shall be made first
from the value of the Participant’s SMIP Bonus Subaccount and then from the
remaining value of the Participant’s Account.


(b) Payments
under a systematic withdrawal plan must be made in substantially equal annual
installments, in cash, over a period certain which does not exceed 5 years.


7.2 Determination of Method of Payment.
The Participant will determine the method of payment of benefits to himself and
the method of payment to his Beneficiary. Unless such determination was made at
least one (1) year prior to the date on which a payment is to be made pursuant
to Section 6.1, 6.2 or 6.3, the Participant’s prior determination shall govern
such payment. If the Participant does not determine the method of payment to
him or his Beneficiary within the time frame set forth in the preceding
sentence, the method shall be a lump sum.


7.3 Right of Offset.
The value of a Participant’s Account to be paid under the Plan may be reduced
in accordance with procedures established by the Administrator by any amount
the Participant owes his Employer at the time payment is made.


7.4 Payment in the Event of Taxation.
If, for any reason, all or any portion of the value of a Participant’s Account
under this Plan becomes taxable to the Participant prior to receipt, a
Participant may petition the Administrator for a payment of that portion of the
value of his Account that has become taxable. Upon the grant of such a
petition, a payment shall immediately be made to a Participant in an amount
equal to the taxable portion of the value of his Account (which amount shall
not exceed the remaining balance of a Participant’s Account). If the petition
is granted, the tax liability payment shall be made as soon as practicable
after the Participant’s petition is granted.


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 Article 8.

 	
 Amendment and Termination.

 



8.1 Plan Amendment.
The Compensation Committee of the Board of Directors of the Corporation shall
have the authority to approve amendments to the Plan at any time and from time
to time; such amendments may amend the Plan in whole or in part. In addition,
the Chief Executive Officer and Vice President, Human Resources, of the
Corporation, acting jointly (the “Authorizing Officers”), are hereby
authorized, without action by the Board of Directors or any committee thereof,
to approve any amendment to the Plan (in whole or in part) at any time and from
time to time; provided, however, that such amendment (x) has been recommended
to the Authorizing Officers by the Corporation’s Benefits Committee and (y)
does not increase the benefits under the Plan or otherwise materially increase
the Corporation’s costs with respect to the Plan. The Authorizing Officers
promptly shall report to the Compensation Committee of the Board of Directors
any amendment approved by the Authorizing Officers pursuant to this Section
8.1. Notwithstanding the foregoing, no amendment of the Plan may reduce the
value of any Participant’s Account determined as though the Participant
terminated his employment as of the date of such amendment 


8.2 Retroactive Amendments.
An amendment made by Quest Diagnostics in accordance with Section 8.1 may be
made effective on a date prior to the first day of the Plan Year in which it is
adopted. Any retroactive amendment by the Employer shall be subject to the
provisions of Section 8.1.


8.3 Plan Termination.
Neither Quest Diagnostics nor any other Employer has any obligation or
liability whatsoever to maintain the Plan for any length of time and may
discontinue deferrals under the Plan or terminate the Plan at any time without
any liability hereunder for any such discontinuance or termination.


8.4 Payment upon Termination of the Plan.
Upon termination of the Plan, no further Deferral Contributions or Employer
Contributions shall be made under the Plan, but Accounts of Participants
maintained under the Plan at the time of termination shall continue to be
governed by the terms of the Plan until paid out in accordance with the terms
of the Plan. In its discretion, and notwithstanding any prior election made by
the Participant, Quest Diagnostics may, upon Plan termination or at any time
thereafter, cause each Participant to be paid in a single lump sum the value of
the Participant’s Account in full satisfaction of all obligations to the
Participant under the Plan.


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 Article 9.

 	
 The Trust 

 



9.1 Establishment of Trust.
Quest Diagnostics has established the Trust between each Employer and the
Trustee, in accordance with the terms and conditions as set forth in a separate
agreement, under which assets are held, administered and managed, subject to
the claims of an Employer’s creditors in the event of such Employer’s
insolvency, until paid to Participants and their Beneficiaries as specified in
the Plan. The Trust is intended to be treated as a grantor trust under the
Code, and the establishment of the Trust is not intended to cause Participants
to realize current income on amounts contributed thereto or earnings on the
Trust’s assets.


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 Article 10.

 	
 Miscellaneous.

 



10.1 Limitation of Rights.
None of the establishment of the Plan or the Trust, or any amendment thereof,
or the creation of any fund or Account, or the payment of any benefits, will be
construed as giving to any Participant or other person any legal or equitable
right against an Employer, the Administrator or the Trustee, except as provided
herein, and in no event will the terms of employment or service of any
Participant be modified or in any way affected hereby.


10.2 Spendthrift Provision.
A Participant’s or Beneficiary’s right to payment under the Plan is not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, judgment, seizure, alimony or separate maintenance
owed by Participant or his Beneficiary or garnishment by creditors of the
Participant or his Beneficiary, either voluntarily, involuntarily by operation
of law or as a result of property settlement, and any attempt to cause such
right to payment to be so subjected will not be recognized, except to such
extent as shall be required by law.


10.3 Facility of Payment.
In the event the Administrator determines, on the basis of medical reports or
other evidence satisfactory to the Administrator, that the recipient of any
benefit payments under the Plan is incapable of handling his affairs by reason
of minority, illness, infirmity or other incapacity, the Administrator may make
such payments to a person or institution designated by a court which has
jurisdiction over such recipient or a person or institution otherwise having
the legal authority under State law for the care and control of such recipient.
The receipt by such person or institution of any such payments therefore, and
any such payment to the extent thereof, shall discharge the liability of the
Employers and the Trust for the payment of benefits hereunder to such
recipient.


10.4 Discharge of Obligations.
Payment of the value of an Account under the Plan to a person believed in good
faith by the Administrator to be a valid Beneficiary shall fully and completely
discharge the Employers from all further obligations under this Plan with
respect to the Participant. Neither the Administrator nor Quest Diagnostics
shall be obliged to search for any Participant or Beneficiary beyond the
sending of a registered letter to the Participant’s or Beneficiary’s last known
address. If the Administrator notifies any Participant or Beneficiary that he
is entitled to an amount under the Plan and the Participant or Beneficiary
fails to claim such amount or make his location known to the Administrator
within one year thereafter, then, except as otherwise required by law, if the
location of one or more of the next of kin of the Participant is known to the
Administrator, the Administrator may direct payment of such amount to any one
or more or all of such next of kin, and in such proportions as the
Administrator determines. If the location of none of the foregoing persons can
be determined, the Administrator shall have the right to direct that the amount
payable shall be deemed to be forfeited and retained by the Employers, except
that the dollar amount of the forfeiture, unadjusted for deemed earnings, gains
or losses in the interim, may be paid in full satisfaction of the Employers’
obligations under this Plan in the sole discretion of the Administrator if a
claim for payment subsequently is made by the Participant or the Beneficiary to
whom it was payable. If any benefit payable to a Participant or Beneficiary who
has not been located is subject to escheat pursuant to applicable state law,
neither the Administrator nor Quest Diagnostics shall be liable to any person
for any payment made in accordance with such law.


-14-






10.5 Furnishing Information.
A Participant or his Beneficiary will cooperate with the Administrator by
furnishing any and all information requested by the Administrator and take such
other actions as may be requested in order to facilitate the administration of
the Plan and the payments of amounts hereunder.


10.6 Information between the Administrator
and Trustee. The Administrator agrees to furnish
the Trustee, and the Trustee agrees to furnish the Administrator, with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.


10.7 Notices.
Any notice or other communication in connection with this Plan shall be deemed
delivered in writing if addressed as provided below and if either actually
delivered at said address or, in the case of a letter, three business days
shall have elapsed after the same shall have been deposited in the United
States mails, first-class postage prepaid and registered or certified: 


(a) If it is
sent to Quest Diagnostics, an Employer or the Administrator, it will be at the
address specified by Quest Diagnostics, such Employer or the Administrator, as
the case may be.


(b) If it is
sent to the Trustee, it will be sent to the address set forth in the Trust
Agreement; or, in each case at such other address as the addressee shall have
specified by written notice delivered in accordance with the foregoing to the
addressee’s then effective notice address.


10.8 Writings and Electronic
Communications. All elections, notices and other
communication with respect to the Plan, including signatures relating to such
documentation, may be executed and stored on paper, electronically or in
another medium. Any documentation executed or stored electronically shall
comply with the Electronic Signatures Act.


10.9 Governing Law.
The Plan will be construed, administered and enforced according to ERISA, and
to the extent not preempted thereby, the laws of the State of New Jersey.


10.10 Construction.
In the event that it is determined that a Participant or group of Participants
does not qualify as a select group of management or highly compensated
employees as determined in accordance with Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, the Administrator shall have the right, in its sole
discretion, to (i) terminate any election to defer Compensation made by each
such Participant pursuant to Section 3.1 for the remainder of the Plan Year in
which the Participant’s status changes, (ii) prevent the Participant from
making future elections to defer Compensation and/or (iii) immediately pay the
value of the Participant’s Account and terminate the Participant’s
participation in the Plan. In any event, following such determination the Plan
shall constitute two plans, one covering such non-qualifying Participants and
one covering the remaining Participants up to the maximum number of
participants permissible for an unfunded deferred compensation plan maintained
for the benefit of a select group of management or highly compensated employees
under such sections of ERISA.


-15-






	
  

 	
  

 
	
 Article 11.

 	
 Plan Administration.

 



11.1 Powers and Responsibilities of the
Administrator. The Administrator has the full
power and the full responsibility to administer the Plan in all of its details,
subject, however, to the applicable requirements of ERISA. The Administrator’s
powers and responsibilities include, but are not limited to, the following: 


(a) To make
and enforce such rules and regulations as it deems necessary or proper for the
efficient administration of the Plan; 


(b) To
interpret the Plan, its interpretation thereof in good faith to be final,
conclusive and binding on all persons claiming payment under the Plan; 


(c) To decide
all questions concerning the Plan and the eligibility of any person to
participate in the Plan; 


(d) To compute
the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the Plan; 


(e) To
determine the person or persons to whom such benefits will be paid; 


(f) To
authorize the payment of benefits; 


(g) To comply
with applicable requirements of Part 1 of Subtitle B of Title I of ERISA; and 


(h) To appoint
such agents, counsel, accountants, and consultants as may be required to assist
in administering the Plan.


11.2 Claims and Review Procedures.


(a) Claims
Procedure. If any person believes he is being denied any rights or benefits
under the Plan, such person may file a claim in writing with the Administrator.
If any such claim is wholly or partially denied, the Administrator will notify
such person of its decision in writing. Such notification will contain (i)
specific reasons for the denial, (ii) specific reference to pertinent Plan
provisions, (iii) a description of any additional material or information
necessary for such person to perfect such claim and an explanation of why such
material or information is necessary, and (iv) information as to the steps to
be taken if the person wishes to submit a request for review. Such notification
will be given within 90 days after the claim is received by the Administrator
(or within 180 days, if special circumstances require an extension of time for
processing the claim, and if written notice of such extension and circumstances
is given to such person within the initial 90-day period). If such notification
is not given within such period, the claim will be considered denied as of the
last day of such period and such person may request a review of his claim.


(b) Review
Procedure. Within 60 days after the date on which a person receives written
notice of a denied claim (or, if applicable, within 60 days after the date on
which such denial is considered to have occurred), such person (or his duly
authorized representative) may (i) file a written request with the Appeals
Committee for a review of his denied claim and of pertinent 


-16-






documents and
(ii) submit issues and comments to the Appeals Committee. The Appeals Committee
will notify such person of its decision in writing. Such notification will be
written in a manner calculated to be understood by such person and will contain
specific reasons for the decision as well as specific references to pertinent
Plan provisions. The decision on review will be made within 60 days after the
request for review is received by the Appeals Committee (or within 120 days, if
special circumstances require an extension of time for processing the request,
such as an election by the Appeals Committee to hold a hearing, and if written
notice of such extension and circumstances is given to such person within the
initial 60-day period). If the decision on review is not made within such
period, the claim will be considered denied.


(c) LIMITATIONS
ON ACTIONS. NO ACTION (WHETHER AT LAW, IN EQUITY OR OTHERWISE) SHALL BE
BROUGHT BY OR ON BEHALF OF ANY PARTICIPANT OR BENEFICIARY FOR OR WITH RESPECT TO PAYMENT DUE
UNDER THIS PLAN UNLESS THE PERSON BRINGING SUCH ACTION HAS TIMELY EXHAUSTED THE
PLAN’S CLAIM REVIEW PROCEDURE. ANY ACTION (WHETHER AT LAW, IN EQUITY OR
OTHERWISE) MUST BE COMMENCED WITHIN ONE YEAR. THIS ONE-YEAR PERIOD SHALL BE
COMPUTED FROM THE EARLIER OF (I) THE DATE A FINAL DETERMINATION DENYING SUCH
BENEFIT, IN WHOLE OR IN PART, IS ISSUED UNDER THE PLAN’S CLAIM REVIEW PROCEDURE
AND (II) THE DATE SUCH INDIVIDUAL’S CAUSE OF ACTION FIRST ACCRUED (AS
DETERMINED UNDER THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO
PRINCIPLES OF CHOICE OF LAWS).


11.3 Plan’s Administrative Costs.


The Employers
shall pay all reasonable costs and expenses (including legal, accounting, and
employee communication fees) incurred by the Administrator and the Trustee in
administering the Plan and Trust.


-17-






IN WITNESS
WHEREOF, Quest Diagnostics has caused this Plan document to be executed by its
duly authorized officer, effective as of December 31, 2004. 


	
  

 	
  

 
	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 
	
  

 	
  

 
	
 By: 

 	
 /s/ David W.
 Norgard

 
	
  

 	
 David W.
 Norgard

 
	
  

 	
 Vice
 President Human Resources

 
	
  

 	
 December 22,
 2008

 
	
  

 	
  

 
	
 By: 

 	
 /s/ Surya N.
 Mohapatra

 
	
  

 	
 Surya N.
 Mohapatra

 
	
  

 	
 Chief
 Executive Officer

 
	
  

 	
 December 22,
 2008

 



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