EXHIBIT 10.24


QUEST DIAGNOSTICS


SUPPLEMENTAL DEFERRED COMPENSATION PLAN


(POST – 2004)


AMENDED DECEMBER 30, 2008






PREAMBLE


Effective as of January 1, 1999, Quest
Diagnostics adopted the 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, Quest
Diagnostics has adopted this document, the Quest Diagnostics Supplemental
Deferred Compensation Plan (Post – 2004), to reflect the terms that will govern
amounts that are 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. The
terms of the Plan as in effect on October 3, 2004 will continue to govern
amounts under the Plan that were deferred (within the meaning of Treas. Reg.
§1.409A-6(a)(1)) during taxable years beginning prior to January 1, 2005. For
these purposes, 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)). 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

	
Commencement of 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

	
7


	
 

	
 

	
 


	
ARTICLE
 4.          PARTICIPANTS’ ACCOUNTS

	
8


	
 

	
 


	
4.1

	
Individual Accounts

	
8


	
4.2

	
Accounting for Payments

	
8


	
 

	
 

	
 


	
ARTICLE
 5.          INVESTMENT OF CONTRIBUTIONS

	
9


	
 

	
 


	
5.1

	
Manner of Investment

	
9


	
5.2

	
Investment Decisions

	
9


	
 

	
 

	
 


	
ARTICLE
 6.          PAYMENT OF ACCOUNT

	
10


	
 

	
 


	
6.1

	
Payment on Specified Date

	
10


	
6.2

	
Distribution of Vested Account upon Termination of
 Employment

	
10


	
6.3

	
Distribution upon Death; Beneficiaries

	
10


	
6.4

	
Payment Due to an Unforeseen Emergency

	
11


	
6.5

	
Adjustment for Investment Experience During
 Installment Plan

	
11


	
6.6

	
Section 409A and Payment Dates

	
11


	
6.7

	
Payment in the Event of Taxation

	
11


	
6.8

	
Valuations

	
11


	
6.9

	
Spendthrift Provision

	
11


	
6.10

	
Facility of Payment

	
12


	
6.11

	
Discharge of Obligations

	
12


	
6.12

	
Taxes

	
12


	
 

	
 

	
 


	
ARTICLE
 7.          AMENDMENT AND TERMINATION

	
13


	
 

	
 


	
7.1

	
Amendment by Quest Diagnostics

	
13


	
7.2

	
Retroactive Amendments

	
13


	
7.3

	
Plan Termination

	
13





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7.4

	
Payment upon Termination of the Plan

	
13


	
 

	
 

	
 


	
ARTICLE
 8.          THE TRUST

	
14


	
 

	
 


	
8.1

	
Establishment of Trust

	
14


	
 

	
 

	
 


	
ARTICLE
 9.          MISCELLANEOUS

	
15


	
 

	
 


	
9.1

	
Limitation of Rights

	
15


	
9.2

	
Furnishing Information

	
15


	
9.3

	
Information between the Administrator and Trustee

	
15


	
9.4

	
Notices

	
15


	
9.5

	
Writings and Electronic Communications

	
15


	
9.6

	
Governing Law

	
15


	
9.7

	
Construction

	
15


	
9.8

	
Section 409A Compliance

	
16


	
 

	
 

	
 


	
ARTICLE
 10.        PLAN ADMINISTRATION

	
17


	
 

	
 


	
10.1

	
Powers and Responsibilities of the Administrator

	
17


	
10.2

	
Claims and Review Procedures

	
17


	
10.3

	
Plan’s Administrative Costs

	
18





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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, Employer Contributions and Supplemental 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 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 beginning on and after January 1, 2005. The Administrator may establish
such subaccounts as it deems appropriate for the administration of the Plan.


(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 10.2. 


(d) “Beneficiary” means the person or persons
entitled under Section 6.3 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, the Quest Diagnostics Incorporated Management
Incentive Plan or the pursuant to a Goalsharing 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) “Goalsharing Plan” mean a Goalsharing Plan,
as in effect from time to time.


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


(v) “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 Code
Section 414(c)), or such other employer is required to be aggregated with
Quest Diagnostics pursuant to regulations issued under Code
Section 414(o).


(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) “Section 409A Regulations” means the
regulations and other administrative guidance issued under Code Section 409A.


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


(z) “Signing Bonus” means a bonus that is
negotiated with an Employee prior to the commencement of his employment and
that is designated a “signing bonus”.


(aa) “SMIP Bonus Subaccount” means the portion of
a Participant’s Account that may be established and maintained by the
Administrator on behalf of each Participant who elects to defer 


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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).


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


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


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


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


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Article
 2.

	
Participation.





2.1 Commencement of
Participation. Each Eligible Employee who has an election in
effect to defer Compensation in accordance with Section 3.1 or has an
Account is a Participant in this Plan. Each other Eligible Employee shall
become a Participant in this Plan after he has timely filed an election to
defer Compensation pursuant to Section 3.1 that has become irrevocable or
has a Supplemental Contribution credited to his Account.


2.2 Resumption of
Participation Following Reemployment. If a Participant ceases to
be an Employee and thereafter returns to the employ of an Employer, 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;
provided, however, he shall not be entitled to make Deferral Contributions or
receive an allocation of Employer Contributions or Supplemental Contributions
after the end of the Plan Year in which he ceases to be an Eligible Employee and
during the remainder of the period that he is not an Eligible Employee.


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Article
 3.

	
Contributions.





3.1 Deferral
Contributions.


(a) Participant deferral elections. Each
Participant may elect to defer (1) up to fifty (50) percent (in whole percentages)
of his regular salary to the extent his Compensation that is taken into account
under the Profit Sharing Plan for the Plan Year in which his regular salary is
earned exceeds the Section 401(a)(17) Limit (no portion of any bonus
payment, including the Bonus, shall be eligible for deferral under this
provision), (2) up to ninety-five (95) percent (in whole percentages) of his
Bonus to the extent his Compensation that is taken into account under the
Profit Sharing Plan for the Plan Year in which the Bonus is paid exceeds the
Section 401(a)(17) Limit and (3) up to one hundred (100) percent (in whole
percentages) of his Signing Bonus, regardless of whether his Compensation is in
excess of the Section 401(a)(17) Limit. 


(b) Timing of deferral elections. 


	
 

	
 


	
 

	
(1) In general. 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 December 31 of the Plan Year prior to the Plan Year to which the
 deferral election applies. 


	
 

	
 


	
 

	
(2) First year of eligibility.
 If an individual is designated by the Administrator as an Eligible
 Employee during the Plan Year, such Employee may file an election to defer
 Compensation within 30 days following the date of such designation; provided,
 however,
 that such Employee is not already participating in another elective
 nonqualified deferred compensation plan that would be aggregated with this
 Plan under the Section 409A Regulations, and provided further that such
 election shall apply only to Compensation earned for periods after the
 election is made in accordance with the Section 409A Regulations.





(c) Effectiveness of deferral election. An
election made in accordance with Section 3.1(b)(1), shall become effective on
the first day of the Plan Year following the Plan Year in which the deferral
election is made. It will apply only to Compensation earned and payable with
respect to services rendered after such date. Thus, for example, an election
that becomes irrevocable on December 31, 2009 will apply to defer any salary to
be earned in 2010 or a Bonus that will be earned in 2010 and paid in early
2011. An election made in accordance with Section 3.1(b)(2) will apply on the
first day of the first payroll period that follows receipt by the Administrator
of such election and shall apply to defer Compensation relating to all services
performed from the date that it becomes effective through the balance of the
Plan Year (unless such election expressly extends beyond such time). Once an
election becomes irrevocable, it will apply to all covered Compensation for
services performed through the end of the Plan Year (except as provided in
Section 3.1(f)). 


(d) Commencement of deferrals. 


	
 

	
 


	
 

	
(1) Deferrals made pursuant to Sections 3.1(a)(1) and
 3.1(a)(2). For a Participant who has a deferral election solely
 under 3.1(a)(1), deferrals shall commence as of the payroll period next
 following the payroll 





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period in which the Participant’s Compensation
 exceeds 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 and the Participant has made a deferral election pursuant to
 Section 3.1(a)(2), then deferrals shall commence as of the payroll period
 coincident with the payroll period in which the Bonus is paid.


	
 

	
 


	
 

	
(2) Deferrals made pursuant to Sections 3.1(a)(3).
 Deferrals of Signing Bonus pursuant to Sections 3.1(a)(3) shall be made in
 the payroll period in which the Signing Bonus otherwise would have been paid.





(e) Crediting to Account. 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 Section
3.1(a). 


(f) Election irrevocable except as required
pursuant to Profit Sharing Plan. A Participant who has made a hardship
withdrawal under the Profit Sharing Plan shall have his deferral election
cancelled, may not defer Compensation under this Plan for a period of at least
six months from the date of the withdrawal and must make an election as
specified pursuant to Section 3.1(b)(1) in order to resume deferrals under the
Plan.


(g) Election forms. All Participant elections
pursuant to this Section 3.1 shall be on forms prescribed by the Administrator.


(h) Vesting of Deferral Contributions. A
Participant shall be fully vested in the Deferral Contributions credited to his
Account. 


3.2 Participating
Employer Contributions.


(a) Employer Contributions. 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; provided, that such Employer Contributions shall only be
credited on Compensation that is in excess of the Section 401(a)(17) Limit.
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 that is specified from
time to time in Section 3.2 of the Profit Sharing Plan of the Deferral
Contributions made on behalf of the Participant. 


(b) Supplemental Contributions. 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. 


(c) Vesting of Employer Contributions and
Supplemental Contributions. A Participant shall be fully vested in the
Employer Contributions credited to his Account. Unless otherwise specified by the
Employer at the time the Supplemental Contribution is made, a Participant shall



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be fully vested in the Supplemental Contributions
credited to his Account. 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.


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


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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. The Administrator will
establish and maintain such other accounts and records as it decides in its
discretion to be reasonably required or appropriate. 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.


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Article
 5.

	
Investment of Contributions.





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


5.2 Investment Decisions.
Investments in which the Accounts of Participants shall be treated as invested
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 or Deferrals Contributions credited to a
Participant’s Account may be treated as though invested in Employer Stock.


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Article
 6.

	
Payment of Account.





6.1 Payment on Specified
Date. Concurrently with a Participant’s election to defer
Compensation pursuant to Section 3.1 for any Plan Year, the Administrator
shall permit a Participant to designate a specific date on which 100% of the
value of his Account attributable to such election shall be paid in a lump sum;
provided that in the event of such Participant’s termination of employment or
death before the specified date, his Account shall be paid in accordance with
Section 6.2 or 6.3, as the case may be, and his election under this
Section 6.1 shall no longer be effective. Once an election is made pursuant to
this Section 6.1, it shall be irrevocable. 


6.2 Distribution of
Vested Account upon Termination of Employment. (a) In general.
Upon a Participant’s termination of employment other than by reason of death,
the vested portion of the Participant’s Account shall be paid in a lump sum or,
if permitted by the Administrator and specified in the Participant’s election
to defer Compensation under Section 3.1, under an installment plan not
exceeding 10 years. Unless otherwise required pursuant to Section 6.6,
payments shall be made or begin within ninety (90) days of the Participant’s
employment termination. The unvested portion, if any, of the Participant’s
Account shall be immediately forfeited. 


(b) Installments. Distributions under an
installment plan must be made in substantially equal annual installments, over
a period certain which does not exceed 10 years. Each installment shall be
based on the value of the Participant’s Account, as determined prior to the
payment of the relevant installment, divided by the remaining number of
installments. 


6.3 Distribution upon Death;
Beneficiaries. (a) Distributions upon death. Upon a
Participant’s death prior to the commencement of benefit payments pursuant to
Section 6.2, the vested portion of the Participant’s Account shall be paid in a
lump sum to the Participant’s Beneficiary or Beneficiaries. Payment shall be
made as soon as practicable during the remainder of the calendar year in which
the Participant died. The unvested portion, if any, of the Participant’s
Account shall be immediately forfeited. Upon a Participant’s death after
distributions have begun under an installment plan, no further installments
shall be paid and, instead, payment shall be made of the balance of the
Participant’s Account as soon as practicable during the remainder of the
calendar year in which the Participant died. 


(b) Beneficiary designations. 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. 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. Prior to distribution pursuant to Section 6.3, 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 


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been designated to receive such remaining balance,
then such balance shall be paid to the deceased Beneficiary’s estate.


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 6.1 (whichever occurs
first), except that 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 that are
consistent with the Section 409A Regulations. Withdrawals made on account of
financial hardship shall be made in a lump sum. 


6.5 Adjustment for
Investment Experience During Installment Plan. If the total
value of a Participant’s Account is not paid in a single sum, the amount
remaining in the Account after the first payment will continue to be treated as
invested in accordance with Article 5 and will be subject to adjustment until
paid to reflect the income, gains and losses on such deemed investment. Unless
otherwise permitted by the Administrator, each installment payment shall reduce
each investment of the Participant’s Account on a pro-rata basis.


6.6 Section 409A and
Payment Dates. Unless otherwise permitted under the Section 409A
Regulations, all payments shall be made or commence no later than the end of
the calendar year in which the applicable payment date occurs. If a Participant
is determined to be a “Specified Employee” within the meaning of Code Section
409A(a)(2)(B)(i) (pursuant to procedures developed by the Administrator
consistent with the Section 409A Regulations), then to the extent required in
order to comply with Code Section 409A and the Section 409A Regulations,
payments under the Plan to such Participant pursuant to Section 6.2 shall be
made or commence after the day followng the six month anniversary of the
Participant’s termination of employment, subject to earlier payment upon the
Participant’s death.


6.7 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 in
accordance with Treasury Regulation Sections 1.409A-3(j)(4)(vii) and
1.49A-3(j)(4)(xi).


6.8 Valuations.
For purposes of this Article 6, the valuation of a Participant’s Account shall
be determined as of such valuation dates preceding the payment date as may be
determined from time to time by the Administrator.


6.9 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, 


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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.


6.10 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.


6.11 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.


6.12 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.


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Article
 7.

	
Amendment and Termination.





7.1 Amendment by Quest
Diagnostics. The Compensation Committee of the Board of
Directors of Quest Diagnostics 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 Quest Diagnostics, 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 Quest
Diagnostic’s Benefits Committee and (y) does not increase the benefits under
the Plan or otherwise materially increase Quest Diagnostic’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 7.1. 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.


7.2 Retroactive
Amendments. An amendment made by Quest Diagnostics in accordance
with Section 7.1 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 7.1.


7.3 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.


7.4 Payment upon
Termination of the Plan. Upon termination of the Plan, no
further Deferral Contributions, Employer Contributions or Supplemental
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 if such payment would be consistent with the
requirements of Code Section 409A.


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Article
 8.

	
The Trust





8.1 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. Notwithstanding the establishment of the Trust,
a Participant’s rights under the Plan shall be solely those of a general
unsecured creditor of Quest Diagnostics and the Employers.


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Article
 9.

	
Miscellaneous.





9.1 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.


9.2 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.


9.3 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.


9.4 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.


9.5 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. 


9.6 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.


9.7 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 prevent the Participant from making future elections to defer
Compensation. 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


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compensation plan maintained for the benefit of a
select group of management or highly compensated employees under such sections
of ERISA. 


9.8 Section 409A
Compliance. It is
the intent of the Employers that this Plan be considered and interpreted in all
respects as a nonqualified deferred compensation plan satisfying the
requirements of Code Section 409A and deferring the recognition of income by
Participants in respect of Deferrals until amounts are actually paid to them
pursuant to Article 6. For purposes of this Plan, a “termination of
employment” shall be deemed to have occurred when the Participant has a
“separation from service” from all Employers as defined in section 1.409A-1(h)
of the Section 409A Regulations. Prior to January 1, 2009, the Company operated
the Plan in good faith compliance with Section 409A and certain Internal
Revenue Service transitional rules then in effect. Written deferral and
distribution elections made during, or with respect to, Plan Years 2005-2008
shall remain in effect hereunder, even to the extent that the specific election
choices offered for such years may not be available under the terms of this
Plan document and/or specific election choices available under this Plan
document may not have been offered, provided that subsequent actions with
respect to such elections (e.g., changes thereto, forms of
distribution) shall be governed by the terms of this Plan document. The
distribution provisions in Article 6 of this Plan document shall apply to the
distribution of amounts deferred (within the meaning of Treas. Reg.
§1.409A-6(a)(1)) on and after January 1, 2005 that commence on or after January
1, 2009.


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Article
 10.

	
Plan Administration.





10.1 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.


10.2 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 


-17-






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).


10.3 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.


-18-






IN WITNESS WHEREOF, Quest Diagnostics has caused this
Plan document to be executed by its duly authorized officer, effective as of
January 1, 2005. 


	
 

	
 


	
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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