Exhibit 10.26 


QUEST DIAGNOSTICS INCORPORATED


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(As Amended and Restated Effective November
7, 2008)






QUEST DIAGNOSTICS INCORPORATED


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	



	
 

	
ARTICLE I DEFINITIONS

	
 


	
 

	
 

	
 


	
1.1

	
Definitions

	
1


	
 

	
 

	
 


	
1.2

	
Rules of
 Construction

	
3


	
 

	
 

	
 


	
ARTICLE II ELIGIBILITY AND PARTICIPATION


	
 


	
2.1

	
Eligibility

	
4


	
 

	
 

	
 


	
2.2

	
Participation

	
4


	
 

	
 

	
 


	
ARTICLE III RETIREMENT BENEFIT AND DEATH BENEFIT


	
 


	
3.1

	
Retirement
 Benefit

	
5


	
 

	
 

	
 


	
3.2

	
Death
 Benefit

	
6


	
 

	
 

	
 


	
ARTICLE IV FORM AND TIMING OF RETIREMENT BENEFIT


	
 


	
4.1

	
Form

	
8


	
 

	
 

	
 


	
4.2

	
Timing

	
8


	
 

	
 

	
 


	
ARTICLE V VESTING


	
 


	
5.1

	
Vesting

	
9


	
 

	
 

	
 


	
ARTICLE VI ADMINISTRATION


	
 


	
6.1

	
Committee

	
10


	
 

	
 

	
 


	
6.2

	
Claims
 Procedures

	
10


	
 

	
 

	
 


	
ARTICLE VII FUNDING


	
 


	
7.1

	
General Rule

	
11


	
 

	
 

	
 


	
ARTICLE VIII AMENDMENT AND TERMINATION


	
 


	
8.1

	
General Rule

	
12


	
 

	
 

	
 


	
ARTICLE IX GENERAL PROVISIONS


	
 


	
9.1

	
Payments to Minors and Incompetents

	
13


	
 

	
 

	
 


	
9.2

	
No Contract

	
13


	
 

	
 

	
 


	
9.3

	
Non-Alienation
 of Benefits

	
13


	
 

	
 

	
 


	
9.4

	
Income Tax
 Withholding

	
13


	
 

	
 

	
 


	
9.5

	
Governing
 Law

	
13





i






	
 

	
 

	
 


	
9.6

	
Captions

	
13


	
 

	
 

	
 


	
9.7

	
Severability

	
13


	
 

	
 

	
 


	
9.8

	
Notices

	
13


	
 

	
 

	
 


	
Appendix A – Actuarial Assumptions





ii






PREAMBLE


                    Effective
December 14, 2004, Quest Diagnostics Incorporated (the “Company”) established
this nonqualified defined benefit pension plan referred to as the Supplemental
Executive Retirement Plan (the “Plan”) for the benefit of the Chief Executive
Officer of the Company. 


                    The
Plan was amended, effective December 14, 2004, to amend certain definitions and
the benefit multiplier. 


                    The
Plan is hereby amended and restated, effective November 7, 2008, to incorporate
the foregoing amendment and to reflect amendments to comply with Section 409A
of the Code. 


                    The
Plan is an unfunded nonqualified pension plan that is intended to qualify as a
“top hat plan” for purposes of the Employee Retirement Income Security Act of
1974, as amended. Furthermore, the Plan is intended to satisfy and comply with
all requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, and shall be interpreted accordingly.






ARTICLE I


DEFINITIONS


                    1.1
Definitions. The following words and phrases when used in the Plan shall
have the meanings indicated in this Article I. 


                    “Actuarial
Equivalence” or “Actuarially Equivalent” means a benefit of equal
value, determined using the actuarial assumptions set forth in Appendix A. 


                    “Annual
Bonus” means the regular annual bonus paid (or which would have been paid
but for a deferral election by the Participant) under the Company’s Management
Incentive Plan (as amended from time to time and any successor thereto). 


                    “Annuity
Forms of Benefit” means the 50% Joint and Survivor Annuity, the Five-Year
Certain Annuity, and the Single Life Annuity. All Annuity Forms of Benefit
shall be of Actuarially Equivalent value. 


                    “Base
Pay” means the monthly salary paid to the Participant by the Company (or
which would have been paid but for a deferral election by the Participant). 


                    “Beneficiary”
means (a) the Participant’s Spouse if the 50% Joint and Survivor Annuity is
elected, or (b) any individual designated in accordance with procedures
established by the Committee as the beneficiary, where the Participant has
elected the Five-Year Certain Annuity. 


                    “Benefit
Starting Date” means the first day of the calendar month following a
Termination from Service Date. 


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



                    “Cause”
means “Cause” as defined in Section 10(a) of the Employment Agreement.  



                    “Chief
Executive Officer” or “Participant” means Dr. Surya N. Mohapatra.  


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


                    “Committee”
means the committee of the Board designated by the Board to administer the
Plan. Unless the Board shall determine otherwise, the Committee shall be the
Compensation Committee of the Board. 


                    “Company”
means Quest Diagnostics Incorporated, a Delaware corporation, and any entity
that acquires or succeeds to all or substantially all of the Company’s business
or assets and any successor to any such entity. 


                    “Credited
Service” means all calendar months of employment with the Company, whether
or not consecutive. Calendar months in which a Participant was employed during
the month shall be treated as a period of Credited Service. 






                    “Disability”
means “disability” as defined in Section 10(b) of the Employment Agreement. 


                    “Earliest
Retirement Date” means the first day of the calendar month following the
completion of 96 months of Credited Service. 


                    “Employment
Agreement” is the Employment Agreement Between Surya N. Mohapatra and Quest
Diagnostics Incorporated, as amended and restated effective November 7, 2008,
and as may be otherwise amended from time to time thereafter in accordance
therewith. 


                    “Employment
Term” means “Employment Term” as defined in the Employment Agreement. 


                    “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations thereunder. 


                    “50%
Joint and Survivor Annuity” means a form of payment whereby the benefit is
paid in monthly installments commencing on the Benefit Starting Date and
continuing for the lifetime of the Participant, with 50% of such amount being
paid to the Spouse of such Participant for as long as the Spouse survives after
the Participant’s death. 


                    “Final
Average Pay” means an annual amount, determined in accordance with the
formula P/Y, where “P” is the sum
of the Participant’s Base Pay and Annual Bonuses for the highest three complete
consecutive calendar years of the Executive’s final five complete calendar
years prior to his Termination from Service Date and “Y” is three. For this purpose, each Annual
Bonus shall be taken into account in the fiscal year for which it is earned,
regardless of when paid. 


For purposes
of determining Final Average Pay, Base Pay and Annual Bonuses shall be
determined including amounts that may have been deferred pursuant to any
qualified or nonqualified plan of the Company. 


                    “Five-Year
Certain Annuity” means a form of payment whereby the benefit is paid in
monthly installments commencing on the Benefit Starting Date and continuing for
the longer of (a) the lifetime of the Participant or (b) 60 months. 


                    “Good
Reason” means “Good Reason” as defined in Section 10(d) of the Employment
Agreement. 


                    “Lump
Sum” means the single sum benefit that is the Actuarial Equivalent of an
immediately commencing Retirement Benefit. 


                    “Normal
Retirement Date” means the first of the month coincident with or next
following the Participant’s 62nd anniversary of birth. 


                    “Plan”
means this Quest Diagnostics Supplemental Executive Retirement Plan, as set
forth herein and as amended from time to time in accordance herewith. 


                    “Retirement
Benefit” has the meaning set forth in Section 3.1. 


2






                    “Single
Life Annuity” means a form of payment whereby the benefit is paid in
monthly installments commencing on the Benefit Starting Date and continuing for
the lifetime of the Participant. 


                    “Spouse”
means the person to whom the Participant is legally married on the Benefit
Starting Date. 


                    “Termination
from Service Date” means the date on which the Participant’s employment
with the Company terminates; provided, however, for purposes of this Plan with
respect to any payment or benefit due upon a termination of the Participant’s
employment that represents a “deferral of compensation” within the meaning of
Section 409A of the Code, “Termination from Service Date” shall mean the date
the Participant has a “separation from service” (within the meaning of Treas.
Reg. 1.409A-1(h)). 


                    “Years
of Credited Service” means (a) the number of completed calendar months of
Credited Service from the Participant’s original date of hire (taking into
account all consecutive and nonconsecutive periods of employment) times 1.13,
divided by (b) 12. However, if (a) the Company provides to the Participant a
notice of non-renewal of the Employment Agreement (pursuant to Section 2
thereof) which causes the Employment Term to end before he has attained age 60,
or (b) the Participant’s employment is otherwise terminated by the Company
other than for Cause or is terminated by the Participant for Good Reason before
he has attained age 60, then the multiplier shall be 1.29 rather than 1.13. If
the Participant’s employment is terminated by the Company other than for Cause
or is terminated by the Participant for Good Reason on or after the date the
Participant attains age 60 and before the date he attains age 62, then for
purposes of calculating the Participant’s “Years of Credited Service” he shall
be credited with additional months of Credited Service equal to the excess, if
any, of (i) the number of months of severance benefits the Participant is
eligible to receive under Section 11(e)(i) of the Employment Agreement (that is
24 months, or 36 months in the case of a CIC Severance Event, as defined
therein) over (ii) the number of months of service the Participant has
completed from the date he attained age 60 through the Termination from Service
Date. 


                    1.2
Rules of Construction. The singular form of a word shall be deemed to
include the plural form, unless the context requires otherwise. Unless
indicated otherwise, references herein to articles and sections are to articles
and sections of the Plan. 


3






ARTICLE II


ELIGIBILITY AND PARTICIPATION


                  2.1
Eligibility. The Chief Executive Officer is the sole Participant in this
Plan. 


                  2.2
Participation. 


                              (a)
Commencement. The Chief Executive Officer shall commence participation
on December 14, 2004. 


                              (b)
Duration. The Participant shall continue to be a Participant as long as
he is entitled to a Retirement Benefit under the Plan. 


                              (c)
Effect of Reemployment. 


	
 

	
 


	
 

	
                         (i)
 If the Participant incurs a Termination from Service Date for any reason he
 shall cease to accrue any benefits under this Plan and if he is subsequently
 reemployed, no Base Salary or Annual Bonus paid after such reemployment nor
 any Credited Service shall be taken into account in determining any benefit
 under this Plan. 


	
 

	
 


	
 

	
                         (ii)
 Notwithstanding anything in the Plan to the contrary, Annuity Forms of
 Benefit shall not be suspended if the Participant is subsequently reemployed
 by the Company. 





4






ARTICLE III


RETIREMENT BENEFIT AND DEATH BENEFIT


                    3.1
Retirement Benefit. 


                              (a)
Benefit Starting Date on or After Normal Retirement Date. The annual
Retirement Benefit payable to the Participant if his Benefit Starting Date
occurs on or after his Normal Retirement Date is a life annuity equal to 1.2%
times his Final Average Pay times his Years of Credited Service accrued on or
before July 31, 2006, and 2.2% times his Final Average Pay times his Years of
Credited Service accrued after July 31, 2006. 


                              (b)
Benefit Starting Date on or After Earliest Retirement Date. The annual
Retirement Benefit payable where the Participant’s Benefit Starting Date occurs
on or after his Earliest Retirement Date but before his Normal Retirement Date
shall be an immediately commencing life annuity equal to 1.2% times the
Participant’s Final Average Pay times his Years of Credited Service accrued on
or before July 31, 2006, and 2.2% times his Final Average Pay times his Years
of Credited Service accrued after July 31, 2006, reduced by 0.5% for each month
that the Benefit Starting Date precedes the Normal Retirement Date. 


                             (c)
Benefit Starting Date Before Earliest Retirement Date. If the
Participant’s employment with the Company is terminated before the Earliest
Retirement Date (i) by the Company for Cause, or (ii) by the Participant other than
for (x) Good Reason, (y) Disability or (z) death, then no benefit shall be
payable from this Plan. If the Participant’s employment with the Company is
terminated before the Earliest Retirement Date for any other reason (including
if the Company provides to the Participant a notice of non-renewal of the
Employment Agreement (pursuant to Section 2 thereof) which causes the
Employment Term to end), then the Participant’s Retirement Benefit shall be a
life annuity payable at the Earliest Retirement Date equal to 1.2% times the
Participant’s Final Average Pay (taking into account compensation paid under
the remaining term of the Employment Agreement) times the Participant’s Years
of Credited Service accrued on or before July 31, 2006, and 2.2% times his Final
Average Pay times his Years of Credited Service accrued after July 31, 2006.
For purposes of the preceding sentence, Credited Service shall be deemed to be
96 months. 


                              (d)
One-Time Benefit Election. Before January 1, 2005, the Participant may
make an irrevocable written election in accordance with procedures set forth by
the Committee to forego the employer matching credit under the Company’s
Supplemental Deferred Compensation Plan for 2005 and all later years (matching
credits for years prior to 2005 are not impacted), and if such election is
made, then the benefit multiplier set forth in this Section 3.1 shall be 1.5%
instead of 1.2% in all instances for his Years of Credited Service accrued on
or before July 31, 2006. For his Years of Credited Service accrued after July
31, 2006, the benefit multiplier shall be 2.2% in all instances. 


                              (e)
Disability. In the event of a Disability, the Participant’s Credited
Service, Base Pay and Annual Bonus during the disability period will be
determined consistent with the first sentence of Section 11(a) of the
Employment Agreement and the 0.5% per month reduction for early commencement
shall not apply. 


5






                              (f)
No Reduction for Early Commencement. Notwithstanding the preceding
paragraphs, if (a) the Company provides to the Participant a notice of
non-renewal of the Employment Agreement (pursuant to Section 2 thereof) which
causes the Employment Term to end before he has attained his Normal Retirement
Date, or (b) the Participant’s employment is otherwise terminated by the
Company other than for Cause, or is terminated by the Participant for Good
Reason, before the Normal Retirement Date, then the 0.5% per month reduction
for early commencement shall not apply. 


                    3.2
Death Benefit. 


                              (a)
Before Benefit Starting Date. 


	
 

	
 


	
 

	
                              (i)
 If the Participant dies and has not incurred a Benefit Starting Date and, as
 of the date of death, (x) is married, (y) has attained his Earliest
 Retirement Date, and (z) is employed by the Company, a Retirement Benefit
 shall be payable to the Participant’s Spouse commencing on the first day of
 the month following the Participant’s death, calculated as if the Participant
 had retired on the date of death, selected the 50% Joint and Survivor Annuity
 option, and then died. If the Participant dies and has not incurred a Benefit
 Starting Date and, as of the date of death, (x) is married, (y) has not
 attained his Earliest Retirement Date, and (z) is employed by the Company, a
 Retirement Benefit shall be payable to the Participant’s Spouse commencing on
 the Earliest Retirement Date, calculated as if the Participant had terminated
 with a benefit described in the second sentence of Section 3.1(c) on the date
 of death, selected the 50% Joint and Survivor Annuity option, and then died.
 However, in all cases, the 0.5% per month reduction for early commencement
 shall not apply to benefits payable under this Section 3.2(a)(i). 


	
 

	
 


	
 

	
                              (ii)
 Except as otherwise provided in clause (iii) below, if the Participant dies
 before incurring a Benefit Starting Date and is unmarried, then no death
 benefit shall be payable from the Plan. 


	
 

	
 


	
 

	
                              (iii)
 If the Participant incurs a Termination from Service Date, and is eligible
 for a Retirement Benefit under the Plan upon his Termination from Service
 Date, but dies after the Termination from Service Date and before
 the Retirement Benefit begins to be distributed, benefits are payable as if
 the Participant died immediately after his Retirement Benefit had begun to be
 distributed. If the Retirement Benefit was to have been paid in a Lump Sum,
 such Lump Sum will be paid to the Participant’s estate. 





                              (b)
Following Benefit Starting Date. 


	
 

	
 


	
 

	
                              (i)
 If the Participant dies after (x) incurring a Benefit Starting Date, (y)
 electing a Retirement Benefit in the form of a Five-Year Certain Annuity, and
 (z) has not received 60 monthly installment payments of the Retirement
 Benefit as of the date of death, the remaining installment payments that
 would have been payable to the Participant had the Participant survived to
 the end of the 60-month period shall be payable to such Participant’s
 Beneficiary. If a Beneficiary who is receiving installment payments from a
 Five-Year Certain Annuity dies before all remaining installments are paid,
 the remaining Retirement 





6






	
 

	
 


	
 

	
Benefit shall
 be paid to the Beneficiary’s estate in the form of an Actuarial Equivalent
 lump sum. In the event the Participant’s Beneficiary predeceases the
 Participant or the Participant did not designate a Beneficiary, upon the
 Participant’s death any remaining Retirement Benefit under this form shall be
 paid to the Participant’s estate in the form of an Actuarial Equivalent lump
 sum. 


	
 

	
 


	
 

	
                              (ii)
 If the Participant dies after (y) incurring a Benefit Starting Date and (z)
 electing a Retirement Benefit in the form of a 50% Joint and Survivor
 Annuity, payments shall be made to the surviving Spouse in accordance with
 the elected form of benefit. 


	
 

	
 


	
 

	
                              (iii)
 If the Participant dies after incurring a Benefit Starting Date and (w) has
 received payment of his entire Retirement Benefit, (x) has elected the Single
 Life Annuity, (y) has elected the Five-Year Certain Annuity and has received
 60 or more monthly payments by the date of death, or (z) has elected the 50% Joint
 and Survivor Annuity where the Spousal Beneficiary predeceased the
 Participant, no death benefit shall be payable from the Plan. 


	
 

	
 


	
 

	
                              (iv)
 If the Participant dies after incurring a Benefit Starting Date and has not
 elected an Annuity Form, the Retirement Benefit will be payable to the
 Participant’s estate, to the extent not previously been paid. 





7






ARTICLE IV


FORM AND TIMING OF RETIREMENT BENEFIT


                    4.1
Form. 


                              (a)
General Rule. The Retirement Benefit shall be paid as an Actuarially
Equivalent Lump Sum payment unless the Participant makes an election to receive
the Retirement Benefit in another form pursuant to Section 4.1(b) or (c). 


                              (b)
Changes from Lump Sum to Annuity. The Participant may make a written
irrevocable election to the extent permitted by the Committee to receive the
Retirement Benefit that otherwise would have been payable in a Lump Sum form in
an Annuity Form of Benefit, provided that to the extent required under section
409A of the Code (i) payment of the Retirement Benefit shall not begin until
five years after the date the payments under the Plan otherwise would have
begun, (ii) the election is made at least 12 months before the original Benefit
Starting Date otherwise would have occurred, and (iii) the election is in
effect for at least 12 months prior to the new Benefit Starting Date. Such
delayed benefit shall be the Actuarial Equivalent of the Retirement Benefit. 


                              (c)
Annuity Forms of Benefit. A Participant may change any election to
receive one Annuity Form of Benefit to another Annuity Form of Benefit before a
Benefit Starting Date, only to the extent permitted by section 409A of the Code
and procedures established by the Committee. No election to receive an Annuity
Form of Benefit may be changed to an election to receive a Lump Sum benefit. 


                    4.2 Timing.


                              (a)
General Rule. The Participant’s Retirement Benefit shall be paid on the
first day of the seventh calendar month following the month that includes his
Termination from Service Date, unless a later date is elected pursuant to
Section 4.1(b). If the Retirement Benefit is paid in an Actuarially Equivalent
Lump Sum, then the payment shall be made on the first day of the seventh
calendar month in which the Termination from Service Date occurs and shall
include interest for the period from the Benefit Starting Date to the payment
date at the rate used to determine Actuarial Equivalence. 


                              (b)
Death Benefit. A benefit paid under the Plan on account of the death of
a Participant shall commence as soon as practicable following the Participant’s
date of death, except as otherwise may be provided in Section 3.2(a)(i) and
Section 3.2(b). 


8






ARTICLE V


VESTING


                    5.1
Vesting. The Participant shall be vested in a Retirement Benefit on the
attainment of his Earliest Retirement Date and as otherwise provided in the
second sentence of Section 3.1(c). 


9






ARTICLE VI


ADMINISTRATION


                    6.1
Committee. 


	
 

	
 


	
 

	
                    (a)
 Responsibilities. The Plan shall be administered by the Committee,
 which shall be responsible for the interpretation of the Plan and
 establishment of the rules and regulations governing the administration
 thereof. The Committee shall have full discretion to interpret and administer
 the Plan. The Committee’s decision in any matter involving the interpretation
 and application of this Plan shall be final and binding on all parties.
 Neither the Committee nor any member thereof nor the Company shall be liable
 for any action or determination made in good faith with respect to the Plan
 or the rights of any person under the Plan. 


	
 

	
 


	
 

	
                    (b)
 Authority of Members. The members of the Committee may authorize one
 or more of their number to execute or deliver any instrument, make any
 payment or perform any other act that the Plan authorizes or requires the
 Committee to do, including, without limitation, the retention of counsel and
 other agents as it may require in carrying out the provisions of the Plan. 


	
 

	
 


	
 

	
                    (c)
 Authority to Delegate. Any responsibility or authority assigned to the
 Committee under the Plan may be delegated to any other person or persons, by
 name or in the case of a delegation to an employee of the Company by title or
 position with the Company, consistent with the by-laws or other procedures of
 the Committee; provided that
 such delegation is revocable by the Committee at any time, in its discretion.
 


	
 

	
 


	
 

	
                    (d)
 Records and Expenses. The Committee or its designees shall keep such
 records as may be necessary for the administration of the Plan and shall
 furnish such periodic information to Participants as may be necessary or
 desirable, in the sole discretion of the Committee. All expenses of
 administering the Plan shall be paid by the Company and shall not affect a
 Participant’s right to, or the amount of, benefits. 


	
 

	
 


	
 

	
                    (e)
 Section 409A of the Code. Notwithstanding any other provisions of the
 Plan to the contrary and to the extent applicable, it is intended that the
 Plan be interpreted, construed and administered in accordance with the
 applicable requirements of Section 409A of the Code. 






                    6.2
Claims Procedures. All claims for benefits under the Plan shall be made in
writing to the Committee or its designee. The claims procedures hereunder shall
be consistent with those established under the Quest Diagnostics Supplemental
Deferred Compensation Plan; however, the Committee shall provide adequate
written notice to any individual whose claim for benefits under the Plan has
been denied, setting forth specific reasons for such denial, written in a
manner calculated to be understood by such individual.  


10






ARTICLE VII


FUNDING


                    7.1
General Rule. The Plan is an unfunded arrangement. No portion of any
funds of the Company or any of its subsidiaries shall be required to be set apart
for a Participant or Beneficiary. The rights of a Participant or Beneficiary to
the payment of the Retirement Benefit shall be limited to those of a general,
unsecured creditor of the Company who has a claim equal to the value of the
Participant’s Retirement Benefit. Retirement Benefits shall be payable from the
general assets of the Company, or from a permissible funding vehicle consistent
with the tax deferral objective of this Plan, or both. 


11






ARTICLE VIII


AMENDMENT AND TERMINATION


                    8.1
General Rule. The Committee shall have the right to amend or terminate
the Plan for any reason, at any time and from time to time. However, no
amendment or termination of the Plan shall cause, without the Participant’s
written consent, a reduction in the Retirement Benefit or other benefits to
which the Participant or his beneficiary would have been entitled to under the
terms of this Plan absent such amendment or termination, whether such benefits
are attributable to periods of employment prior to, on or after the effective
date of the Plan amendment or termination; provided,
however, that the Company shall not be required to increase or
otherwise adjust benefits payable to the Participant or his beneficiary on
account of future changes in law. Furthermore, no amendment may result in an
acceleration of benefit payment (except as may be permitted by Section 409A of
the Code) or an adverse Federal income tax consequence to the Participant. Any
action by the Committee to amend or terminate the Plan shall be undertaken by a
resolution duly adopted at a meeting of the Committee, or by written consent of
the Committee, in lieu of a meeting, as the case may be. 


12






ARTICLE IX

GENERAL PROVISIONS


                    9.1
Payments to Minors and Incompetents. If the Participant or any
Beneficiary entitled to receive any benefits hereunder is a minor or is deemed
by the Committee or is adjudged to be legally incapable of giving valid receipt
and discharge for such benefits, they will be paid to such person or institution
as the Committee may designate or to a duly appointed guardian. Such payment
shall, to the extent made, be deemed a complete discharge of any such payment
under the Plan. 


                    9.2
No Contract. This Plan shall not be deemed a contract of employment with
the Participant, and no provision hereof shall affect the right of the Company
to terminate the Participant’s employment. 


                    9.3
Non-Alienation of Benefits. No amount payable to, or held under the Plan
for the account of, the Participant or any Beneficiary shall be subject, in any
manner, to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to so anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void. No amount
payable to, or held under the Plan for the account of, the Participant shall be
subject to any legal process of levy or attachment. 


                    9.4
Income Tax Withholding. The Company may withhold from any payments
hereunder such amount as it may be required to withhold under applicable
federal, state or other income tax law, and transmit such withheld amounts to
the appropriate taxing authority. In lieu thereof, the Company shall have the
right, to the extent permitted by law, to withhold the amount of such taxes
from any other sums due from the Company to the Participant upon such terms and
conditions as the Committee may prescribe. 


                    9.5
Governing Law. The provisions of the Plan shall be interpreted,
construed and administered under the laws of the State of New Jersey applicable
to contracts entered into and performed in such state, without regard to the
choice of law provisions thereof and to the extent that ERISA and other federal
laws do not apply. 


                    9.6
Captions. The captions contained in the Plan are inserted only as a
matter of convenience and for reference and in no way define, limit, enlarge or
describe the scope or intent of the Plan or in any way affect the construction
of any provision of the Plan. 


                    9.7
Severability. If any provision of the Plan is held invalid or
unenforceable, its invalidity or unenforceability will not affect any other
provision of the Plan, and the Plan will be construed and enforced as if such
provision had not been included. 


                    9.8
Notices. The Participant shall be responsible for furnishing the
Committee with the current and proper address for the mailing of notices and
delivery of agreements and payments. Any notice required or permitted to be
given shall be deemed given if directed to the person to whom addressed at such
address and mailed by regular United States first class mail, postage prepaid.
If any item mailed to such address is returned as undeliverable to the
addressee, mailing shall be suspended until the Participant furnishes the
proper address. 


                    9.9
Binding Nature; Assignability. This Plan shall be binding upon the
successors and assigns of the Company. No rights or obligations of the Company
under this 


13






Plan may be
assigned or transferred by the Company without the Participant’s prior written
consent, except that such rights or obligations may be assigned or transferred
pursuant to a merger or consolidation in which the Company is not the
continuing entity, or a sale, liquidation or other disposition of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and assumes the liabilities, obligations and duties of the Company
under this Plan, either contractually or as a matter of law. 


14






                    IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officer as of the 7th day of November, 2008. 


	
 

	
 


	
 

	
Quest
 Diagnostics Incorporated


	
 

	
 


	
 

	
By: /s/ David W. Norgard                   


	
 

	
      David W. Norgard












APPENDIX A


ACTUARIAL ASSUMPTIONS


                    Actuarial
Equivalence shall be determined by the following assumptions: 


                    (a)
Mortality: the GAR 1994 Table. 


                    (b)
Interest: For determinations made during the period January 1 through June 30
of a given year, the average of the Moody’s Aa High Quality Corporate Bond
Yield Average as of each day of the months of September, October and November
of the previous year. For determinations made during the period July 1 through
December 31 of a given year, the average of the Moody’s Aa High Quality
Corporate Bond Yield Average as of each day of the months of March, April and
May of the current year.