Exhibit 10.31


AMENDMENT TO

THE PROFIT SHARING PLAN OF

QUEST DIAGNOSTICS INCORPORATED


          The
Profit Sharing Plan of Quest Diagnostics Incorporated, whose predecessor was
originally effective October 1, 1973, as presently maintained under an amendment
and restatement made effective as of January 1, 2007, is hereby further
amended, generally effective as of January 1, 2008 and effective as of January
1, 2009 as specifically stated herein, in the following respects:


	
 

	
 


	
1. A new
 paragraph is added at the end of the “Introduction” to provide as follows:


	
 

	
 


	
 

	
“Effective
 January 1, 2008, Focus Diagnostics, Inc. became an Employer in the Plan, and
 the Plan is hereby again amended and restated to reflect the merger,
 effective March 13, 2008, of the Focus Diagnostics, Inc. 401(k) and Profit
 Sharing Plan into the Plan.”


	
 

	
 


	
2. Clause (2)
 of the second paragraph of the definition of “Deferral Compensation” is
 amended to provide as follows:


	
 

	
 


	
 

	
“(2) except
 as specifically provided in (1) above, Deferral Compensation shall not
 include severance pay or other form of post-termination compensation;”


	
 

	
 


	
3. The
 definition of “Employer” is amended by changing the date from January 1, 2007
 to January 1, 2008 and adding Focus Diagnostics, Inc. to the list of
 Employers, and is further amended by changing the date from January 1, 2008
 to January 1, 2009 and adding Specialty Laboratories, Inc. and HemoCue, Inc.
 to the list of Employers.


	
 

	
 


	
4. The
 definition of “Fiduciary” is amended in its entirety to provide as follows:


	
 

	
 


	
 

	
“Fiduciary
 – The Trustee, the Committee and any individual, corporation, firm or other
 entity which has, in accordance with ERISA, fiduciary responsibilities
 respecting management of the Plan or the disposition of its assets.”


	
 

	
 


	
5. The
 definition of “Investment Option” is amended in its entirety to provide as
 follows:


	
 

	
 


	
 

	
“Investment
 Option — The investment vehicle elected by the Participant in accordance
 with Section 2.4 for investment of his Individual Account. The Employer Stock
 Fund at all times may be an available Investment Option under this Plan.”


	
 

	
 


	
6. The
 definition of “Merged Plan” is amended in its entirety, effective January 1,
 2008 to provide as follows:


	
 

	
 


	
 

	
“Merged
 Plan — The Advance Medical Plan, the AML-East Plan, the AML-West Plan,
 the CBCLS Plan, the CDS Plan, the CPF Pension Plan, the CPF Savings Plan, the
 Damon Plan, the DeYor Plan, the LabPortal Plan, the Maryland
 Medical Laboratory Plan, the MedPlus Plan, the MetWest Plan, the Nichols
 Institute Plan, the Podiatric Pathology Laboratories Plan, the Statlab Plan,
 the Unilab Plan, the LabOne (k) Plan, the LabOne Pension Plan and the Focus
 Diagnostics, Inc. Profit Sharing and 401(k) Plan, either individually or
 collectively as the case may be.”












	
 

	
 

	
 


	
7. A new
 definition, “Prior Focus Plan Match Sub-Account” is added, effective January
 1, 2008 to provide as follows:


	
 

	
 

	
 


	
 

	
“Prior
 Focus Plan Match Sub-Account — That portion of the Individual Account of
 a Participant attributable to employer matching contributions made to the
 Focus Diagnostics, Inc. Profit Sharing and 401(k) Plan and earnings or losses
 thereon.”


	
 

	
 

	
 


	
8. The
 definition of “Individual Account,” the definition of “Vested Employer Stock
 Dividend Sub-Account” and Sections 4.1(a), 4.5, 5.5(b)(2)(A), 6.1(g), 6.2(a),
 6.3(b) and 6.5(a) are amended by following each phrase or clause where the
 term “Prior Employer Match Sub-Account” appears with a corresponding phrase
 or clause using the term “Prior Focus Plan Match Sub-Account,” and
 renumbering subsequent phrases or clauses as may be necessary.


	
 

	
 

	
 


	
9. The
 definition of “Section 415 Compensation” is amended in its entirety to
 provide as follows:


	
 

	
 

	
 


	
 

	
“Section
 415 Compensation — Compensation within the meaning of Section 415(c)(3)
 of the Code, which shall include “post-severance compensation.”
 “Post-severance compensation” means, for any Limitation Year beginning on or
 after July 1, 2007, the following amount(s) that would have been included in
 the definition of Section 415 Compensation if the amounts were paid prior to
 the Employee’s Severance from Service (as defined in regulations under Code
 Section 1.415(a)-1(f)(5)) with the Employer, and that are paid to the
 Employee by the later of 21⁄2 months after the Employee’s Severance from
 Service with the Employer or the end of the Limitation Year that includes the
 Employee’s date of Severance from Service with the Employer if the payment
 is:


	
 

	
 

	
 


	
 

	
(a)

	
regular
 compensation for services during the Employee’s regular working hours, or
 compensation for services outside the Employee’s regular working hours (such
 as overtime or shift differential), commissions, bonuses, or other similar
 payments and the payment would have been paid to the Employee prior to a
 Severance from Service if the Employee had continued in employment with the
 Employer;


	
 

	
 

	
 


	
 

	
(b)

	
for unused
 accrued bona fide sick, vacation or other leave, but only if the Employee
 would have been able to use the leave if employment had continued;


	
 

	
 

	
 


	
 

	
(c)

	
received by
 the Employee pursuant to a nonqualified unfunded deferred compensation plan,
 but only if the payment would have been paid to the Employee at the same time
 if the Employee had continued in employment with the Employer and only to the
 extent that the payment is includible in the Employee’s gross income; or


	
 

	
 

	
 


	
 

	
(d)

	
made by the
 Employer to an individual who does not currently perform services for the
 Employer by reason of Qualified Military Service to the extent those 





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payments do
 not exceed the amounts the individual would have received if the individual
 had continued to perform services for the Employer rather than entering
 Qualified Military Service.”


	
 

	
 

	
 


	
10. Section
 2.4(a) is amended in its entirety to provide as follows:


	
 

	
 

	
 


	
 

	
“In the
 absence of any valid Investment Option specification to the contrary, a
 Participant’s Individual Account automatically shall be invested in the
 applicable qualified default investment alternative (as defined under ERISA)
 specified by the Committee. Commencing on the date that is 30 days after the
 Employee’s date of hire with an Employer (or such other date as the Committee
 shall designate), the Employee may change his Investment Option specification
 in accordance with subsection (b).”


	
 

	
 

	
 


	
11. Section
 3.1(c)(2)(A) is amended in its entirety to provide as follows:


	
 

	
 

	
 


	
 

	
“If in any
 calendar year the aggregate of a Participant’s Regular Pre-Tax Contributions
 made on his behalf under this Plan, plus his other elective deferrals under
 any other qualified cash or deferred arrangement (as defined in Code Section
 401(k)) maintained by any sponsor, under any simplified employee pension (as
 defined in Code Section 408(k)), or used to have an annuity contract
 purchased on his behalf under Code Section 403(b), exceed the limitation of
 paragraph (1), then no later than the March 15 following such calendar year
 the Participant may notify the Committee (i) that he has exceeded the
 limitation and (ii) of the amount of his Regular Pre-Tax Contributions under
 this Plan which he wants distributed to him (as adjusted for Allocable
 Income/Loss), notwithstanding his salary reduction agreement, so that he will
 not exceed the limitation. The Committee may require the Participant to
 provide reasonable proof that he has exceeded the limitation of paragraph
 (1).”


	
 

	
 

	
 


	
12. A new
 Section 3.1(c)(2)(C) is added to provide as follows:


	
 

	
 

	
 


	
 

	
“(C) “Allocable
 Income/Loss” means, with respect to any contributions which must be returned
 to the Participant or forfeited under any of the limitations of Article III,
 the income or loss allocable to such contributions for the Plan Year. Income
 or loss may be determined by any reasonable method for computing the income
 or loss, provided that such method is used consistently for all Participants
 and for all corrective distributions under the Plan for the Plan Year, and is
 the same method used by the Plan for allocating income or loss to
 Participants’ Individual Accounts. ”


	
 

	
 

	
 


	
13. The third
 sentence of Section 3.4(d) is amended to provide as follows:


	
 

	
 

	
 


	
 

	
“The
 rollover contribution of an Employee who has not satisfied the initial eligibility
 requirements of Section 2.1 shall be invested in the applicable qualified
 default investment alternative specified by the Committee, unless and until
 he makes a different Investment Option specification pursuant to Section
 2.4.”





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14. A new second
 paragraph is added at the end of Section 3.6 to provide as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
“Notwithstanding
 that the Plan is intended to be operated as a “safe harbor” 401(k) plan with
 respect to Employee Pre-Tax Contributions, the provisions of the remainder of
 this Section 3.6 shall be applicable to Participants during such period as
 they are able to make Employee Pre-Tax Contributions but are not eligible to
 receive Employer Matching Contributions. The Plan shall satisfy the ADP test
 of Code Section 401(k)(3) and Treasury Regulations §§1.401(k)-2(a) and (b).
 For this purpose, the Plan shall use the current year testing method. ”


	
 

	
 

	
 

	
 

	
 

	
 


	
15. Section 4.6
 is amended in its entirety to provide as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
“4.6

	
Maximum
 Additions


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
For the
 purpose of this Section 4.6, the following terms shall have the following
 meanings:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
“Annual
 Additions” means for any Limitation Year:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The sum of
 the following amounts credited to a Participant’s account in all qualified
 defined contribution plans (which includes an annuity contract described in
 Code Section 403(b)) maintained by the Employer or an Affiliate (or a
 predecessor employer as defined in Regulation §1.415(f)-1(c)): 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Employer
 contributions, even if such Employer contributions are excess contributions
 (as described in Code Section 401(k)(8)(B)) or excess aggregate contributions
 (as described in Code Section 401(m)(6)(B)), or such excess contributions or
 excess aggregate contributions are corrected through distribution;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Employee
 contributions, which include mandatory employee contributions (as defined in
 Code Section 411(c)(2)(C) and Regulations thereunder) and voluntary employee
 contributions;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Forfeitures;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
Contributions
 allocated to any individual medical account, as defined in Code Section
 415(1)(2), which is part of a pension or annuity plan established pursuant to
 Code Section 401(h) and maintained by the Employer or an Affiliate;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(E)

	
Amounts attributable
 to post-retirement medical benefits allocated to a separate account for a key
 employee (any Employee who, at any time during the Plan Year or any 





- 4 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
preceding
 Plan Year, is or was a key employee pursuant to Code Section 419A(d)),
 maintained by the Employer or an Affiliate; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(F)

	
Effective as
 of the first day of the first Limitation Year beginning on or after July 1,
 2007, the difference between the value of any assets transferred to the Plan
 and the consideration, where an Employee or the Employer transfers assets to
 the Plan in exchange for consideration that is less than the fair market
 value of the assets transferred to the Plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Notwithstanding
 the foregoing, a Participant’s Annual Additions do not include the following:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
The
 restoration of an Employee’s accrued benefit by the Employer in accordance
 with Code Section 411(a)(3)(D) or Code Section 411(a)(7)(C) or resulting from
 the repayment of cashouts (as described in Code Section 415(k)(3)) under a
 governmental plan (as defined in Code Section 414(d)) for the Limitation Year
 in which the restoration occurs, regardless of whether the Plan restricts the
 timing of repayments to the maximum extent allowed by Code Section 411(a);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
Catch-Up
 Pre-Tax Contributions made in accordance with Code Section 414(v) and
 Regulation §1.414(v)-1;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
Effective as
 of the first day of the first Limitation Year beginning on or after July 1,
 2007, a payment made to restore some or all of the Plan’s losses resulting
 from an action (or a failure to act) by a fiduciary for which there is
 reasonable risk of liability for breach of a fiduciary duty (other than a
 breach of fiduciary duty arising from failure to remit contributions to the
 Plan) under ERISA or under other applicable federal or state law, where
 Participants who are similarly situated are treated similarly with respect to
 the payments. This includes payments to the Plan made pursuant to a
 Department of Labor order, the Department of Labor’s Voluntary Fiduciary
 Correction Program, or a court-approved settlement, to restore losses to a
 qualified defined contribution plan; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
Excess
 elective deferrals that are distributed in accordance with Regulation
 §1.402(g)-1(e)(2) or (3);





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(E)

	
Rollover
 Contributions (as described in Code Sections 401(a)(31), 402(c)(1),
 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16));


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(F)

	
Repayments
 of loans made to a Participant from the Plan;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(G)

	
Repayments
 of prior Plan distributions described in Code Section 411(a)(7)(B) (in
 accordance with Code Section 411(a)(7)(C)) and Code Section 411(a)(3)(D) or
 repayment of contributions to a governmental plan (as defined in Code Section
 414(d)) as described in Code Section 415(k)(3);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(H)

	
The direct
 transfer of a benefit or employee contributions from a qualified plan to a
 defined contribution plan;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(I)

	
The
 reinvestment of dividends on employer securities under an employee stock
 ownership plan pursuant to Code Section 404(k)(2)(A)(iii)(II); and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(J)

	
Employee
 contributions to a qualified cost of living arrangement within the meaning of
 Code Section 415(k)(2)(B).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
“Limitation
 Year” means the calendar year unless changed by a Plan amendment.
 Notwithstanding the preceding, if the Plan is terminated effective as of a
 date other than the last day of the Limitation Year, the Plan shall be
 treated as if it had been amended to change its Limitation Year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Code Section
 415 Limit


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Notwithstanding
 anything contained herein to the contrary, in no event may the Annual
 Additions (except for Catch-Up Pre-Tax Contributions) made with respect to a
 Participant for a Limitation Year under the Plan and any other defined
 contribution plan, within the meaning of Code Section 415(c), maintained by
 an Employer or an Affiliate exceed the lesser of $40,000 (as adjusted
 pursuant to Code Section 415(d) for Plan Years beginning after 2002) or, 100%
 of his or her annual 415 Compensation from the Employer or an Affiliate for
 the Limitation Year. The compensation limitation referred to in the preceding
 sentence shall not apply to any contribution for medical benefits (within the
 meaning of Code Sections 401(h) or 419A(f)(2)) which is otherwise treated as
 an Annual Addition under Code Sections 415(a)(2) or 415(l)(1). In the event a
 short Limitation Year is created because of an amendment changing the
 Limitation Year to a different 12-consecutive month period, the maximum
 amount indicated above shall be reduced pro rata in accordance with the
 number of months in the short Limitation Year.





- 6 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
If due to a
 reasonable error in calculating a Participant’s Section 415 Compensation for
 a Plan Year, due to the allocation of forfeitures, or due to such other facts
 and circumstances as may justify the availability of this special rule, as
 determined by the Internal Revenue Service (“IRS”), the Annual Additions to
 the Participant’s Account under this Plan and any other defined contribution
 plan of the Employer exceeds the limitations of paragraph (a) for a
 Limitation Year, then the excess amounts may be corrected only in accordance
 with the IRS Employee Plans Compliance Resolution System as set forth in
 Revenue Ruling 2008-50 or any superseding guidance including, but not limited
 to, the preamble to the final Code Section 415 regulations as published in
 the Federal Register on April 5, 2007.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
The
 provisions of Code Section 415 are hereby incorporated by reference to the
 extent not provided above.”


	
 

	
 

	
 

	
 

	
 

	
 


	
16. Section
 5.5(b)(2)(H) is renumbered as Section 5.5(b)(2)(I) and a new Section
 5.5(b)(2)(H) is added to provide as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
                      “(I)
 A Participant shall have a vested interest in the following percentage of his
 Prior Focus Plan Match Sub-Account (if any):








	
 

	
 

	
 

	
 


	
Years of Vesting Service

	
 

	
Vested Interest


	


	
 

	



	
0

	
 

	
0%

	
 


	
1

	
 

	
20%

	
 


	
2

	
 

	
40%

	
 


	
3

	
 

	
60%

	
 


	
4

	
 

	
80%

	
 


	
5 or more

	
 

	
100%

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
17. A new
 Section 5.5(b)(3)(D) is added to provide as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
                      “(D)
 If the employment of a Participant terminates for any reason other than
 retirement under Section 5.1, disability under Section 5.2, death under
 Section 5.3 or reduction-in-force under Section 5.5(a) at a time when he is
 not fully vested in his Prior Focus Plan Match Sub-Account (if any), then the
 Committee shall follow the procedure set forth in clause (i) or that set
 forth in clause (ii) below, as appropriate:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
                                 (i)
 If the Participant had no vested interest in his Prior Focus Plan Match
 Sub-Account at the time of his termination of employment, the Committee
 nonetheless shall treat the Participant as if he had received a distribution
 on the date his employment terminated and shall forfeit the Participant’s
 entire Prior Focus Plan Match Sub-Account as soon as administratively
 feasible after the date his employment terminated. If such a Participant
 returns as an Employee prior to incurring a five-year Period of Severance,
 his Prior Focus Plan Match Sub-Account, determined as of the date of





- 7 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
his deemed
 distribution, shall be fully restored to him as soon as administratively
 feasible after his reemployment.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
                                 If
 the Participant is partially vested in his Prior Focus Plan Match Sub-Account
 at the time of his termination of employment and if he receives a
 distribution of his vested interest before he incurs a five-year Period of
 Severance, the remaining portion of his Prior Focus Plan Match Sub-Account
 shall be forfeited as soon as administratively feasible after the date of
 distribution. If such a Participant returns as an Employee prior to incurring
 a five-year Period of Severance and if he repays the full amount of the distribution
 paid to him by reason of his termination of employment no later than the
 fifth anniversary of the date of his reemployment, then his Prior Focus Plan
 Match Sub-Account, determined as of the date of the distribution of his
 vested interest, shall be fully restored to him as soon as administratively
 feasible after such repayment is made.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
                                 A
 Participant’s Prior Focus Plan Match Sub-Account shall be restored first out
 of Forfeitures for such Plan Year and, if such Forfeitures are insufficient
 to restore such Prior Focus Plan Match Sub-Account, the Employer shall make a
 special contribution to the extent necessary so that the Participant’s Prior
 Focus Plan Match Sub-Account is fully restored.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
                      
 (ii) If the Participant is partially vested in his Prior Focus Plan Match
 Sub-Account at the time of his termination of employment and if he does not
 receive a distribution of such vested interest before he incurs a five-year
 Period of Severance, the remaining portion of his Prior Focus Plan Match
 Sub-Account shall be forfeited as soon as administratively feasible after
 such five-year Period of Severance has been incurred.


	
 

	
 

	
 

	
 

	
 

	
 


	
18. Section 5.10
 is amended in its entirety to provide as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
“A
 Participant’s Individual Account (or applicable sub-account thereof) shall be
 valued at fair market value as of the
 last day of the Plan Year (the “Valuation Date”). At the discretion of the
 Committee, its delegate or a Trustee (whichever applies), some or all of the
 assets of the Trust may be valued more frequently. These dates also shall be
 Valuation Dates. As of each such Valuation Date, the earnings and
 losses of the Trust Fund shall be allocated to each Participant’s Individual
 Account (or applicable sub-account thereof) pursuant to a consistent
 non-discriminatory method selected by the Committee.”


	
 

	
 

	
 

	
 

	
 

	
 


	
19. Section 5.11
 is amended in its entirety to provide as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
“5.11

	
Direct
 Rollovers


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Notwithstanding
 any provision of the Plan to the contrary that would otherwise limit a
 distributee’s election under this Section, a distributee may elect, at the
 time and in the manner prescribed by the Committee, to have any portion of an
 eligible





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rollover
 distribution paid directly to an eligible retirement plan specified by the
 distributee in a direct rollover.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
(1)

	
An “eligible
 rollover distribution” is any distribution of all or any portion of the
 balance to the credit of the distributee, except that an eligible rollover
 distribution does not include: any distribution that is one of a series of
 substantially equal periodic payments (not less frequently than annually)
 made for the life (or life expectancy) of the distributee or the joint lives
 (or joint life expectancies) of the distributee and the distributee’s
 designated beneficiary, or for a specified period of ten years or more; any
 distribution to the extent such distribution is required under Section
 401(a)(9) of the Code; any hardship distribution; the portion of any
 distribution that is not includible in gross income (determined without
 regard to the exclusion for net unrealized appreciation with respect to
 employer securities) unless such portion is transferred to an individual
 retirement account or annuity described in Code Sections 408(a) or (b), or to
 a qualified plan described in Code Section 401(a) or to an annuity contract
 described in Code Section 403(b) which in each case agrees to separately
 account for amounts so transferred, including separately accounting for the
 portion of such distribution which is includible in gross income and the
 portion of such distribution which is not so includible; and any distribution
 that is reasonably expected to total less than $200 during a year.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
An “eligible
 retirement plan” is an individual retirement account described in Code
 Section 408(a), an individual retirement annuity described in Code Section
 408(b), a Roth IRA described in Code Section 408A (if the direct rollover
 meets the requirements of Code Sections 402(c), 403(b)(8) or 457(c)(16), as
 applicable), an annuity plan described in Code Section 403(a), a qualified
 plan described in Code Section 401(a), an annuity contract described in Code
 Section 403(b) or an eligible plan under Code Section 457(b) maintained by a
 state, political subdivision of a state, or any agency or instrumentality of
 a state and which agrees to separately account for amounts transferred into
 such plan from this Plan. An “eligible retirement plan” for a distributee who
 is a designated beneficiary (as defined by Section 401(a)(9)(E) of the Code)
 of the Participant and who is not the surviving spouse of the Participant is
 an individual retirement account described in Code Section 408(a) or an
 individual retirement annuity described in Code Section 408(b) that will be
 treated as an inherited IRA pursuant to Code Section 402(c)(11).


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
A
 “distributee” includes an employee or former employee. In addition, the
 employee’s or former employee’s surviving spouse and the employee’s or former
 employee’s spouse or former spouse who is the alternate payee under a
 qualified domestic relations order, as defined in Code Section 414(p), are
 distributees with regard to the interest of the spouse or former spouse. A
 distributee also shall include an individual 





- 9 -






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
who is a
 designated beneficiary (as defined by Section 401(a)(9)(E) of the Code) of
 the Participant and who is not the surviving spouse of the Participant.


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
A “direct
 rollover” is a payment by the Plan to the eligible retirement plan specified
 by the distributee.” 


	
 

	
 

	
 

	
 


	
20. A new
 Section 5.14 is added to provide as follows:


	
 

	
 


	
 

	
“5.14

	
Voluntary
 Direct Transfers


	
 

	
 

	
 

	
 


	
 

	
 

	
A
 Participant whose employment status has changed so that he no longer is eligible
 for active participation in the Plan and who is not expected to regain such
 eligibility in the foreseeable future, may request a distribution from his
 Individual Account prior to his Severance from Service Date. Such Individual
 Account may be distributed only through transfer to another cash or deferred
 arrangement under Code Section 401(k) maintained by the Employer or an
 Affiliate under which the Participant currently is, or soon will be, eligible
 to participate. The provisions of Code Section 411(a)(10) shall apply to the
 vesting schedule of such transferee plan as if an amendment to the vesting
 schedule of this Plan. Payments made pursuant to this Section shall operate
 as a complete discharge of the Trustee, the Committee and the Trust Fund.” 


	
 

	
 

	
 

	
 


	
21. Section 7.3
 is amended in its entirety to provide as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
“One of the
 Investment Options may be the Employer Stock Fund, which will be invested in
 the common stock of the Employer, provided such stock qualifies as qualifying
 employer securities within the meaning of ERISA Section 407(d)(5). The
 portion of the Plan comprised of the Employer Stock Fund shall be an employee
 stock ownership plan under Code Section 4975(e)(7) which shall include the
 share distribution requirements of Code Section 409(h) and the participant
 pass-through voting rights required under Code Section 409(e). The level of
 Plan assets invested in such fund shall be determined by Participants’
 Investment Option specifications and, subject to any restrictions that may be
 imposed under Section 2.4, may consist of up to 100% of all Plan assets.’ 


	
 

	
 

	
 

	
 


	
22. Clause (3)
 of the third paragraph of Section 8.1 is amended to provide as follows::


	
 

	
 

	
 

	
 


	
 

	
 

	
“(3) delegation
 by the Committee to another committee of its responsibility to add, change or
 delete Investment Options in accordance with Section 8.5.” 


	
 

	
 

	
 

	
 


	
23. The sixth
 paragraph of Section 8.5 is amended in its entirety to provide as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
“The
 Committee (or its delegate pursuant to Section 8.1) may add, change or delete
 the available Investment Options at any time.





- 10 -






	
 

	
 

	
 


	
24. A new first
 sentence is added to Section 8.6 to provide as follows:


	
 

	
 

	
 


	
 

	
 

	
“All claims
 for benefits under the Plan shall be submitted to the Committee or its
 delegate, including a committee designated by the Committee to review appeals
 from initial claim denials, which shall have the responsibility for
 determining the eligibility of any Participant or Beneficiary for benefits.” 


	
 

	
 

	
 


	
25. All
 subsequent appearances in Section 8.6 of the phrase “the Committee” are
 changed to “the Committee or its delegate.”


	
 

	
 

	
 


	
26. A new fifth
 paragraph is added to Section 8.6 to provide as follows:


	
 

	
 

	
 


	
 

	
 

	
“In the
 context of a claim involving a disability determination, the initial claim
 determination shall be made within 45 days, and the maximum extension of time
 available to the decisionmaker is 30 days. Further, the information included
 in any denial also shall include identification of any medical or vocational
 experts whose advice was obtained in connection with a claim determination,
 whether or not their judgment was relied upon in making the determination.” 


	
 

	
 

	
 


	
27. All
 appearances in Section 8.7 of the phrase “the Committee” are changed to “the
 Committee or its delegate.” 


	
 

	
 

	
 


	
28. The first
 two paragraphs of Section 8.7 are amended in their entirety to provide as
 follows:


	
 

	
 

	
 


	
 

	
 

	
“In the
 event a claim for benefits is denied, the claimant or his duly authorized
 representative, at the claimant’s sole expense, may appeal the denial by
 filing a written request for review with the Committee or its delegate within
 60 days (45 days in the context of a claim involving a disability
 determination) of the receipt of written notice of denial or 60 days (45 days
 in the context of a claim involving a disability determination) from the date
 such claim is deemed to be denied. In pursuing such appeal, the claimant or
 his duly authorized representative may review pertinent Plan documents, and
 may submit issues and comments in writing.


	
 

	
 

	
 


	
 

	
 

	
The decision
 on review shall be made by the Committee or its delegate within 60 days (45
 days in the context of a claim involving a disability determination) of
 receipt of the request for review, unless special circumstances require an
 extension of time for processing, in which case a decision shall be rendered
 as soon as possible, but not later than 120 days after receipt of a request
 for review. If such an extension of time is required, written notice of the
 extension shall be furnished to the claimant before the end of the original 60-day
 (or 45-day) period, and such extension notice shall indicate the special
 circumstance requiring an extension of the time and the date by which the
 Committee or its delegate expects to render a decision.” 


	
 

	
 

	
 


	
29. Appendix A
 is amended in its entirety to provide as follows in the attached Appendix A.





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30. The first
 table in Appendix B is amended in its entirety to provide as follows in the
 attached first table in Appendix B.


	
 

	
 

	
 


	
31. In all other
 respects, the Plan shall remain unchanged by this Amendment.





          As
evidence of its adoption of this Amendment, Quest Diagnostics Incorporated has
caused this instrument to be signed by its authorized officer this 23rd day of
December, 2008, generally effective as of January 1, 2008 and effective as of
January 1, 2009 as specifically stated herein. 


	
 

	
 

	
 


	
 

	
QUEST DIAGNOSTICS INCORPORATED


	
 

	
 

	
 


	
 

	
 

	
/s/ David W.
 Norgard


	
 

	
 

	
 


	
 

	
By:

	
David W.
 Norgard


	
 

	
 

	
 


	
 

	
Title:

	
Vice
 President, Human Resources 





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Appendix A


          The
Effective Date for each Employer is set forth below:


	
 

	
 

	
 

	
 


	
Employer

	
 

	
Effective Date

	
 


	


	
 

	


	
 


	
Quest
 Diagnostics Incorporated (DE)

	
 

	
October 1, 1973

	
 


	
Quest
 Diagnostics Incorporated (MI)

	
 

	
May 1, 1990

	
 


	
Quest
 Diagnostics LLC (CT)

	
 

	
January 1, 1994

	
 


	
Quest
 Diagnostics of Pennsylvania Inc. (DE)

	
 

	
July 1, 1993

	
 


	
MetWest Inc.
 dba Quest Diagnostics

	
 

	
April 1, 1994

	
 


	
Quest
 Diagnostics LLC (MA)

	
 

	
March 1, 1995

	
 


	
Quest
 Diagnostics Incorporated (MD)

	
 

	
January 1, 1995

	
 


	
Nichols
 Institute Diagnostics (CA)

	
 

	
January 1, 1995

	
 


	
Quest
 Diagnostics Incorporated (CA)

	
 

	
January 1, 1995

	
 


	
Quest
 Diagnostics LLC (IL)

	
 

	
January 1, 1999

	
 


	
Quest
 Diagnostics Clinical Laboratories, Inc. (DE) (f/k/a SmithKline Beecham
 Clinical Laboratories, Inc.)

	
 

	
August 16, 1999

	
 


	
MedPlus,
 Inc.

	
 

	
January 1, 2002

	
 


	
Quest Diagnostics Venture LLC (PA)

	
 

	
November 15, 1997

	
 


	
Diagnostic
 Laboratory of Oklahoma

	
 

	
January 13, 2001

	
 


	
Quest
 Diagnostics Nichols Institute Inc.

	
 

	
January 1, 2003

	
 


	
Quest
 Diagnostics Incorporated (NV)

	
 

	
January 1, 2003

	
 


	
Associated
 Pathologists, Chartered

	
 

	
January 1, 2003

	
 


	
Associated
 Diagnostic Pathologists, Inc.

	
 

	
January 1, 2007

	
 


	
LabOne, Inc.

	
 

	
January 1, 2007

	
 


	
Focus
 Diagnostics, Inc.

	
 

	
January 1, 2008

	
 


	
Specialty
 Laboratories, Inc.

	
 

	
January 1, 2009

	
 


	
HemoCue,
 Inc.

	
 

	
January 1, 2009

	
 





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Appendix B


          The
Merger Date for each Merged Plan is set forth below:


	
 

	
 

	
 

	
 


	
Name

	
 

	
Merger Date

	
 


	


	
 

	


	
 


	
Advance
 Medical & Research Center, Inc. Retirement Plan

	
 

	
May 1, 1990

	
 


	
Continental
 Bio Clinical Laboratory Service, Inc. Profit Sharing and Retirement Savings
 Plan

	
 

	
January 1, 1992

	
 


	
Statlab,
 Inc. Retirement Plan

	
 

	
March 1, 1993

	
 


	
CPF/MetPath
 Savings and Retirement Plan

	
 

	
July 1, 1993

	
 


	
Clinical
 Pathology Facility, Inc. Pension Plan

	
 

	
July 1, 1993

	
 


	
DeYor
 Laboratories 401(k) Profit Sharing Plan and Trust

	
 

	
January 1, 1994

	
 


	
The Profit
 Sharing Plan and Trust Agreement for Employees of MetWest Inc.

	
 

	
April 1, 1994

	
 


	
Maryland
 Medical Laboratory, Inc. 401(k) Profit Sharing Plan and Trust

	
 

	
January 1, 1995

	
 


	
Nichols
 Institute 401(k) Plan

	
 

	
January 1, 1995

	
 


	
Podiatric
 Pathology Laboratories, Inc. Profit Sharing Plan

	
 

	
January 1, 1995

	
 


	
MedPlus,
 Inc. 401(k) Plan

	
 

	
January 2, 2002

	
 


	
LabPortal,
 Inc. 401(k) Plan

	
 

	
July 1, 2002

	
 


	
AML-East
 401(k) Plan

	
 

	
January 3, 2003

	
 


	
APL
 Healthcare Group Inc. Profit Sharing and 401(k) Plan

	
 

	
January 3, 2003

	
 


	
Clinical
 Diagnostics Services 401(k) Plan

	
 

	
June 2, 2003

	
 


	
Unilab
 401(k) Plan

	
 

	
January 2, 2004

	
 


	
LabOne, Inc.
 Profit Sharing 401(k) Plan

	
 

	
March 1, 2007

	
 


	
LabOne, Inc.
 Money Purchase Pension Plan

	
 

	
March 1, 2007

	
 


	
Focus
 Diagnostics, Inc. Profit Sharing and 401(k) Plan

	
 

	
March 13, 2008

	
 





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