Exhibit 10.22


QUEST
DIAGNOSTICS INCORPORATED

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

FOR DIRECTORS


(As
amended as of October 31, 2008)


	
 

	
 


	
Section 1.

	
Effective Date





The effective date of the Plan is January 1, 1997.


	
 

	
 


	
Section 2.

	
Eligibility





Any Director of Quest Diagnostics Incorporated (the
“Corporation”) who is not an officer or employee of the Corporation or a
subsidiary thereof is eligible to participate in the Plan.


	
 

	
 


	
Section 3.

	
Deferred Compensation Accounts





There shall be established for each participant a
deferred compensation account or accounts in the participant’s name.


	
 

	
 


	
Section 4.

	
Amount of Deferral





(a) Cash Compensation. A participant may elect
to defer receipt, for any calendar year, all or any portion of the cash
compensation payable to the participant for serving on the Board of Directors
of the Corporation and Committees of the Board of Directors.


(b) Stock Awards. A deferral election may also
be made in respect of all or any portion of any Stock Awards (as such term is
defined in the Corporation’s Long-Term Incentive Plan for Non-Employee
Directors (the “Incentive Plan”)) granted to the participant under the
Incentive Plan for serving on the Board of Directors of the Corporation and
Committees of the Board of Directors. No deferral may be made with respect to
stock options granted under the Incentive Plan.


	
 

	
 


	
Section 5.

	
Notional Investment of Deferred Amounts





(a) General. A participant may designate, in
increments of 10%, the cash compensation to be deferred or cash compensation
already deferred to be allocated to a cash account and a market value account
or any combination of such accounts. Any such designation may be made no later
than the 15th day of December of any calendar year to be effective on the
January 1 following such notification.


(b) Cash Account. The amount, if any, in the
participant’s deferred compensation cash account shall be credited with
interest, to be compounded quarterly, calculated for each calendar quarter at a
rate equal to the prime rate of Citibank, N.A. in effect on the first date of
such calendar quarter.






(c) Market Value Account. The amount, if any,
in or allocated to the participant’s deferred compensation market value account
on each date compensation would have been paid in accordance with the Corporation’s
normal practice but for the election to defer shall be expressed in units, the
number of which shall be equal to such amount divided by the closing price of
shares of the Corporation’s Common Stock as reported in The Wall Street Journal
(hereinafter referred to as “Market Value”) on such date or on the trading day
next preceding such date if such date is not a trading day. On each date that
the Corporation pays a regular cash dividend on shares of its Common Stock
outstanding, the participant’s market value account shall be credited with a
number of units equal to the amount of such dividend per share multiplied by
the number of units in the participant’s account on such date divided by the
Market Value on such dividend date or on the trading day next preceding such
date if the dividend payment date is not a trading day. The value of the units
in the participant’s market value account on any given date shall be determined
by reference to the Market Value on such date. All units in the market value
account shall be rounded to the nearest 0.01 of a whole share of the
Corporation’s Common Stock.


(d) Re-allocation between Cash Account and Market
Value Account. A participant may reallocate the manner (i.e., between
the cash account and market value account) in which future cash compensation is
to be deferred by notice given no later than 45 days prior to the date
that cash compensation would otherwise have been paid. In addition, a
participant may re-allocate any balances held in the cash account to the market
value account (or any balances held in the market value account to the cash
account) as of the last day of a calendar quarter by notice given no later than
45 days prior to the last date of such calendar quarter. In such event,
the value of the units in the participant’s market value account shall be
determined by reference to the Market Value on the last day of such calendar
quarter or on the trading day next preceding such date if such date is not a
trading day.


(e) Stock Awards. A participant may designate,
in increments of 10%, the Stock Awards to be deferred and credited to the
participant’s stock award account. Any such designation must be made no later
than the 15th day of December of any calendar year, to be effective with
respect to Stock Awards granted in the following calendar year. On each date
that the Corporation pays a regular cash dividend on shares of its Common Stock
outstanding, the participant’s cash account shall be credited with the amount
of such dividend.


(f) Recapitalization. The number of units in
the participant’s market value account and the number of Stock Awards in the
participant’s stock award account shall be proportionally adjusted for any
increase or decrease in the number of issued shares of Common Stock of the Corporation
resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend or other increase or decrease in
such shares effected without receipt of consideration by the Corporation, or
any distribution or spin-off of assets (other than cash) to the stockholders of
the Corporation.


	
 

	
 


	
Section 6.

	
Period of Deferral





A participant may elect to defer receipt of
compensation either (a) until a specified year in the future or
(b) until the participant’s termination of service as a Director of the
Corporation or 


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(c) on the first to occur of (a) or (b). If
alternative (a) is elected, actual payment will be made or will commence
on the first business day of the year specified or as soon as practicable
thereafter. If alternative (b) is elected, payment will be made or will
commence on the first day of the calendar month after the participant
terminated services as a Director of the Corporation or as soon thereafter as
practicable. If alternative (c) is selected, payment will be made as
applicable. Notwithstanding the foregoing, no Stock Awards in the participant’s
stock award account shall be distributed until (and in such case as soon as
practicable after) the Stock Award has vested in accordance with the terms of
the Incentive Plan.


	
 

	
 


	
Section 7.

	
Form of Payment





A participant may elect to receive the cash
compensation deferred under the Plan in either (a) a lump sum or
(b) a number of annual installments as specified by the participant. All
amounts credited to the participant’s cash and market value accounts shall be
paid in cash. Cash payments from the participant’s market value account will be
determined based on the Market Value on the last trading date preceding the
date of payment. All Stock Awards deferred under the Plan shall be paid in
Common Stock of the Corporation. In the case of any election to receive Stock
Awards in installments, the distributions shall be based on the aggregate
number of Stock Awards deferred (as opposed to the Market Value of the Stock
Awards as of the date any installment is due).


	
 

	
 


	
Section 8.

	
Death or Disability Prior to Receipt





In the event that a participant dies or becomes
totally and permanently disabled (within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended) prior to receipt of any or all of
the amounts payable to the participant pursuant to the Plan, any amounts
remaining in the participant’s deferred compensation account may be paid to
his/her estate or personal representative in a lump sum within sixty
(60) days (or in the case of Stock Awards, in Common Stock) following the
Corporation’s notification of the participant’s death or disability.


	
 

	
 


	
Section 9.

	
Time of Election of Deferral





An election to defer compensation may be made by a
person then currently serving as a Director for the next calendar year no later
than the 15th day of December preceding such year. 


	
 

	
 


	
Section 10.

	
Manner of Electing Deferral





A participant may elect to defer compensation by
giving written notice to the Secretary of the Corporation on a form provided by
the Corporation, which notice shall include the amount to be deferred, the
accounts to which such amounts are to be allocated and the percentage (in
increments of 10%) of such amounts to be allocated to each account, the period
of deferral, and the form of payment, including the number of installments, if
applicable.


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Section 11.

	
Effect of Election





An election to defer compensation shall be irrevocable
once the calendar year to which it applies has commenced, and may be revoked or
modified only upon demonstration of substantial and prolonged hardship and with
the concurrence of the Chairman of the Board of the Corporation. Any election
shall, once effective and unless otherwise specified, apply to future calendar
years. An election may be revoked or modified with respect to any future
calendar year by notifying the Secretary of the Corporation in writing at least
fifteen (15) days prior to the commencement of such calendar year.


	
 

	
 


	
Section 12.

	
Participant’s Rights Unsecured





The right of any participant to receive future
payments under the provisions of the Plan shall be an unsecured claim against
the general assets of the Corporation. No participant shall have any rights of
a shareholder of the Corporation in connection with any amounts credited to his
accounts under the Plan until actual delivery of shares of Common Stock of the
Corporation pursuant to the Plan.


	
 

	
 


	
Section 13.

	
Statement of Accounts





Statements will be sent to each participant within
30 days after the end of each calendar quarter as to the value of the
participant’s deferred compensation accounts as of the end of the preceding
calendar quarter.


	
 

	
 


	
Section 14.

	
Assignability





No right to receive payments hereunder shall be
transferable or assignable by a participant, except by will or by the laws of
descent and distribution. The participant may not sell, assign, transfer,
pledge or otherwise encumber any interest in the participant’s deferred
compensation account and any attempt to do so shall be void against, and shall
not be recognized by, the Corporation.


	
 

	
 


	
Section 15.

	
Administration





The Plan shall be administered by the Corporation (the
“Administrator”), which shall have the authority to adopt rules and regulations
for carrying out the Plan. The Compensation Committee of the Board of Directors
of the Corporation shall have the authority to interpret, construe and
implement the provisions of the Plan.


	
 

	
 


	
Section 16.

	
Amendment





The Plan may at any time or from time to time be
amended, modified or terminated by the Corporation. No amendment, modification
or termination shall, without the consent of the participant, adversely affect
accruals in such participant’s deferred compensation account.


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Section 17.

	
Section 409A 





The Plan is intended and shall be construed to comply
with Section 409A, 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”). To the extent a
participant would otherwise be entitled to any payment under this Plan and that
if paid during the six months beginning on the participant’s termination of
service would be subject to the Section 409A additional tax because the
participant is a “specified employee” (within the meaning of Section 409A and
as determined by the Corporation), the payment will be paid to the participant
on the earlier of the six-month anniversary of the participant’s termination of
employment or death. For purposes of the Plan, “termination of service” shall
mean “separation from service”, within the meaning of Section 409A. 


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FORM
OF ELECTION


QUEST
DIAGNOSTICS INCORPORATED


DEFERRED
COMPENSATION PLAN FOR DIRECTORS


Secretary


In accordance with the terms of the Deferred
Compensation Plan for Directors (the “Plan”), I hereby elect to defer
compensation to be earned by me in the future as a Director of Quest
Diagnostics Incorporated (the “Corporation”) as indicated below:


	
 

	
 

	
 

	
 

	
 


	
1.

	
CASH AMOUNT TO BE EARNED (check one)

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
a)

	
All cash compensation received as
 a Director

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
b)

	
A portion of cash compensation received as a
 Director (Indicate amount)

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
2.

	
ACCOUNTS TO WHICH CASH DEFERRED AMOUNTS ARE TO BE
 ALLOCATED

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
a)

	
Cash account

	
_______

	
%


	
 

	
 

	
 

	
 

	
 


	
 

	
b)

	
Market value account

	
_______

	
%


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
NOTE: Entries must be in multiples of 10% and must
 total:

	
100

	
%


	
 

	
 

	
 

	
 

	
 


	
3.

	
STOCK AWARD TO BE GRANTED (check one)

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
a)

	
All Stock Awards received as a
 Director

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
b)

	
A portion of Stock Awards received as a Director
 (Indicate amount)

	
_______

	
%


	
 

	
 

	
 

	
 

	
 


	
4.

	
PERIOD OF DEFERRAL (complete and check one)

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
a)

	
For the following calendar year

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
b)

	
Beginning January 1, 200_ and until the
 termination of my services as a Director of the Corporation

	
_______

	
 





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5.

	
DISTRIBUTION ELECTION (complete and check one)

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
a)

	
Specify year in future in which payments should be
 made or commence

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
b)

	
Upon termination of service as a Director

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
c)

	
The earlier of (a) and (b) above

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
6.

	
FORMS OF PAYMENT OF CASH DEFERRED COMPENSATION PLUS
 INTEREST CREDITED THEREON AND OF DEFERRED STOCK AWARDS (check one)

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
a)

	
In one lump sum

	
_______

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
b)

	
In annual installments (number of annual
 installments requested)

	
_______

	
 





I understand that in the event of my death or total
and permanent disability prior to receipt of all amounts payable to me pursuant
to the Plan, the balance shown in my Deferred Compensation Account may be paid
to my estate or to my personal representative in a lump sum (or in the case of
Stock Awards, in a single issuance of Common Stock of Quest Diagnostics).


I understand that an election to defer compensation
shall be irrevocable once the calendar year to which it applies has commenced,
and may be revoked or modified only upon demonstration of substantial and
prolonged hardship and with the concurrence of the Chairman of the Board of
Quest Diagnostics Incorporated. I further understand that an election may be
revoked or modified with respect to any future calendar year(s) by notifying
the Secretary of the Corporation in writing at least fifteen (15) days prior to
the commencement of such calendar year.


	
 

	
 

	
 


	


	
 

	



	
(Date)

	
 

	
(Director)





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