Ex-10.33


401(k) SAVINGS PLAN OF

QUEST DIAGNOSTICS INCORPORATED


 (Second
Amendment and Restatement,

Effective as of January 1, 2010)





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 
	
 ARTICLE I

 	
  

 	
 DEFINITIONS

 	
  

 	
 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II

 	
  

 	
 ELIGIBILITY
 AND PARTICIPATION

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.1

 	
  

 	
 Eligibility

 	
  

 	
 23

 
	
  

 	
 2.2

 	
  

 	
 Participation

 	
  

 	
 23

 
	
  

 	
 2.3

 	
  

 	
 Beneficiary
 Designation

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III

 	
  

 	
 CONTRIBUTIONS

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
  

 	
 Employee
 Pre-Tax Contributions

 	
  

 	
 26

 
	
  

 	
 3.2

 	
  

 	
 Employer
 Matching Contributions

 	
  

 	
 31

 
	
  

 	
 3.3

 	
  

 	
 Discretionary
 Contributions

 	
  

 	
 32

 
	
  

 	
 3.4

 	
  

 	
 Rollover
 Contributions

 	
  

 	
 32

 
	
  

 	
 3.5

 	
  

 	
 Maximum
 Deductible Contribution

 	
  

 	
 34

 
	
  

 	
 3.6

 	
  

 	
 Actual
 Deferral Percentage Test Safe Harbor

 	
  

 	
 34

 
	
  

 	
 3.7

 	
  

 	
 Payment of
 Contributions to Trustee

 	
  

 	
 35

 
	
  

 	
 3.8

 	
  

 	
 Employee
 After-Tax Contributions

 	
  

 	
 36

 
	
  

 	
 3.9

 	
  

 	
 Actual
 Contribution Percentage Test Safe Harbor

 	
  

 	
 36

 
	
  

 	
 3.10

 	
  

 	
 USERRA

 	
  

 	
 36

 
	
  

 	
 3.11

 	
  

 	
 Corrective
 Contributions

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV

 	
  

 	
 ALLOCATIONS
 TO ACCOUNTS

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
  

 	
 Accounts

 	
  

 	
 41

 
	
  

 	
 4.2

 	
  

 	
 Valuation of
 Accounts

 	
  

 	
 41

 
	
  

 	
 4.3

 	
  

 	
 Notification
 of Account Balance

 	
  

 	
 41

 
	
  

 	
 4.4

 	
  

 	
 Allocation
 of Employee Pre-Tax Contributions

 	
  

 	
 42

 
	
  

 	
 4.5

 	
  

 	
 Allocation
 of Employer Matching Contributions

 	
  

 	
 42

 
	
  

 	
 4.6

 	
  

 	
 Allocation
 of Discretionary Contributions and Forfeitures

 	
  

 	
 42

 
	
  

 	
 4.7

 	
  

 	
 Maximum
 Additions

 	
  

 	
 43

 
	
  

 	
 4.8

 	
  

 	
 Plan
 Aggregation and Disaggregation under Code Section 415.

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V

 	
  

 	
 DISTRIBUTIONS

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.1

 	
  

 	
 Normal
 Retirement

 	
  

 	
 50

 
	
  

 	
 5.2

 	
  

 	
 Disability

 	
  

 	
 50

 
	
  

 	
 5.3

 	
  

 	
 Death Before
 Retirement or Severance from Employment

 	
  

 	
 50

 
	
  

 	
 5.4

 	
  

 	
 Death After
 Retirement or Severance from Employment

 	
  

 	
 51

 
	
  

 	
 5.5

 	
  

 	
 Severance
 from Employment

 	
  

 	
 52

 
	
  

 	
 5.6

 	
  

 	
 Method of
 Payment

 	
  

 	
 56

 
	
  

 	
 5.7

 	
  

 	
 Cash-Outs;
 Consent

 	
  

 	
 58

 
	
  

 	
 5.8

 	
  

 	
 Payment of
 Benefits

 	
  

 	
 59

 
	
  

 	
 5.9

 	
  

 	
 Direct
 Rollovers

 	
  

 	
 67

 


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 5.10

 	
  

 	
 Payment to
 Alternate Payee under QDRO

 	
  

 	
 70

 
	
  

 	
 5.11

 	
  

 	
 Distribution
 upon Severance from Employment

 	
  

 	
 71

 
	
  

 	
 5.12

 	
  

 	
 Voluntary
 Direct Transfers

 	
  

 	
 71

 
	
  

 	
 5.13

 	
  

 	
 Restrictions
 on Certain Distributions

 	
  

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI

 	
  

 	
 LOANS AND
 WITHDRAWALS

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.1

 	
  

 	
 Loans to
 Participants

 	
  

 	
 74

 
	
  

 	
 6.2

 	
  

 	
 Hardship
 Withdrawals

 	
  

 	
 77

 
	
  

 	
 6.3

 	
  

 	
 Non-Hardship
 Withdrawals

 	
  

 	
 80

 
	
  

 	
 6.4

 	
  

 	
 Withdrawal
 of Dividends

 	
  

 	
 80

 
	
  

 	
 6.5

 	
  

 	
 Certain
 Dividends

 	
  

 	
 82

 
	
  

 	
 6.6

 	
  

 	
 Qualified
 Reservist Distribution

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII

 	
  

 	
 TRUST FUND

 	
  

 	
 84

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.1

 	
  

 	
 Contributions

 	
  

 	
 84

 
	
  

 	
 7.2

 	
  

 	
 Trustee

 	
  

 	
 84

 
	
  

 	
 7.3

 	
  

 	
 Investment
 Options

 	
  

 	
 85

 
	
  

 	
 7.4

 	
  

 	
 Investment
 Direction by Participants

 	
  

 	
 86

 
	
  

 	
 7.5

 	
  

 	
 Quest
 Diagnostics Incorporated Stock Fund

 	
  

 	
 87

 
	
  

 	
 7.6

 	
  

 	
 Expenses of
 Plan and Trust

 	
  

 	
 88

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII

 	
  

 	
 PLAN
 ADMINISTRATION

 	
  

 	
 89

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.1

 	
  

 	
 General

 	
  

 	
 89

 
	
  

 	
 8.2

 	
  

 	
 Quest
 Diagnostics

 	
  

 	
 89

 
	
  

 	
 8.3

 	
  

 	
 Benefits
 Administration Committee; Delegation

 	
  

 	
 90

 
	
  

 	
 8.4

 	
  

 	
 Organization
 and Operation of the Committee

 	
  

 	
 92

 
	
  

 	
 8.5

 	
  

 	
 Employers:
 Indemnification and Information

 	
  

 	
 94

 
	
  

 	
 8.6

 	
  

 	
 Claims for
 Benefits — Initial Review

 	
  

 	
 95

 
	
  

 	
 8.7

 	
  

 	
 Denial of
 Benefits — Appeal Procedure

 	
  

 	
 96

 
	
  

 	
 8.8

 	
  

 	
 Other
 Provisions relating to Claims for Benefits

 	
  

 	
 97

 
	
  

 	
 8.9

 	
  

 	
 Records

 	
  

 	
 97

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX

 	
  

 	
 AMENDMENT
 AND TERMINATION OF THE PLAN; MERGERS AND TRANSFERS

 	
  

 	
 99

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.1

 	
  

 	
 Amendment of
 the Plan

 	
  

 	
 99

 
	
  

 	
 9.2

 	
  

 	
 Termination
 of the Plan

 	
  

 	
 100

 
	
  

 	
 9.3

 	
  

 	
 Merged
 Plans; Transferred Funds

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X

 	
  

 	
 PROVISIONS
 RELATIVE TO EMPLOYERS INCLUDED IN PLAN

 	
  

 	
 103

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.1

 	
  

 	
 Participation
 in the Plan by an Affiliate

 	
  

 	
 103

 
	
  

 	
 10.2

 	
  

 	
 Participation
 in the Plan by other Organizations

 	
  

 	
 105

 
	
  

 	
 10.3

 	
  

 	
 Service and
 Termination of Service

 	
  

 	
 106

 


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 ARTICLE XI

 	
  

 	
 TOP HEAVY
 PROVISIONS

 	
  

 	
 107

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.1

 	
  

 	
 Determination
 of Top Heavy Status

 	
  

 	
 107

 
	
  

 	
 11.2

 	
  

 	
 Minimum
 Allocations

 	
  

 	
 108

 
	
  

 	
 11.3

 	
  

 	
 Impact on
 Minimum Benefits where Employer Maintains Both Defined Benefit and Defined
 Contribution Plans

 	
  

 	
 108

 
	
  

 	
 11.4

 	
  

 	
 Impact on
 Vesting

 	
  

 	
 109

 
	
  

 	
 11.5

 	
  

 	
 Requirements
 Not Applicable

 	
  

 	
 109

 
	
  

 	
 11.6

 	
  

 	
 Top-Heavy
 Definitions

 	
  

 	
 110

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XII

 	
  

 	
 MISCELLANEOUS

 	
  

 	
 112

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.1

 	
  

 	
 Governing
 Law

 	
  

 	
 112

 
	
  

 	
 12.2

 	
  

 	
 Construction

 	
  

 	
 112

 
	
  

 	
 12.3

 	
  

 	
 Participant’s
 Rights; Acquittance

 	
  

 	
 112

 
	
  

 	
 12.4

 	
  

 	
 Spendthrift
 Clause

 	
  

 	
 113

 
	
  

 	
 12.5

 	
  

 	
 Mistake of
 Fact

 	
  

 	
 113

 
	
  

 	
 12.6

 	
  

 	
 Recovery of
 Overpayment

 	
  

 	
 114

 
	
  

 	
 12.7

 	
  

 	
 Plan
 Corrections

 	
  

 	
 114

 
	
  

 	
 12.8

 	
  

 	
 Consent to
 Plan Terms

 	
  

 	
 115

 
	
  

 	
 12.9

 	
  

 	
 Facility of
 Payment; Uncashed Checks; Recipients Who Cannot Be Located.

 	
  

 	
 115

 
	
  

 	
 12.10

 	
  

 	
 Income Tax
 Withholding

 	
  

 	
 116

 
	
  

 	
 12.11

 	
  

 	
 Counterparts

 	
  

 	
 116

 
	
  

 	
 12.12

 	
  

 	
 Writings and
 Electronic Communications

 	
  

 	
 116

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XIII

 	
  

 	
 ADOPTION OF
 THE PLAN

 	
  

 	
 118

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX A

 	
  

 	
 PARTICIPATING
 EMPLOYERS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX B

 	
  

 	
 MERGED
 PLANS: SPECIAL RULES AND PROTECTED BENEFITS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX C

 	
  

 	
 TRANSFERRED
 SUB-ACCOUNTS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX D

 	
  

 	
 SPECIAL
 DISTRIBUTION PROVISIONS

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX E

 	
  

 	
 AMERISAVE
 RULES AND DEFINITIONS

 	
  

 	
 1

 


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INTRODUCTION


          AmeriPath,
Inc. established the AmeriSave 401(k) Plan (the “Prior Plan”), effective as of
January 1, 1994, for the benefit of employees eligible to participate therein.
The predecessor to the Prior Plan was a tax-qualified money purchase pension
plan. The Prior Plan was amended and restated from time to time thereafter to
reflect certain regulatory provisions and design-based modifications. Pursuant
to a merger transaction effective as of May 31, 2007, AmeriPath, Inc. became
part of the Quest Diagnostics Incorporated controlled group and continued to
maintain the Prior Plan.


          Effective
as of January 1, 2009, (i) the Prior Plan was amended and restated in its
entirety and renamed the 401(k) Savings Plan of Quest Diagnostics Incorporated
(the “Plan”); and (ii) Quest Diagnostics Incorporated became the sponsor
of the Plan. Further, also effective January 1, 2009, the Plan’s calculation of
“Eligibility Service” and “Vesting Service” was changed from an hours of
service counting methodology to an elapsed time methodology. In connection with
this change of methodology, effective January 1, 2009 Years of Vesting Service
are determined as provided herein. Accordingly, notwithstanding any other
provision of the Plan to the contrary, a Participant’s vested interest in his
Account under the Plan on and after January 1, 2009 will be not less than his vested
interest in that Account on December 31, 2008.


          The Plan,
as thereby amended and restated, (i) is hereby further amended and restated
generally effective as of January 1, 2010, except as otherwise specified herein
or as required by law, in order to make certain technical or clarifying
amendments deemed necessary or appropriate to facilitate the administration,
management or interpretation of the Plan and to conform the Plan thereto, or to
qualify and maintain the Plan as a plan meeting the requirements of the
Internal Revenue Code of 1986 and other applicable law; and (ii) continues
to be 


- 1 -





maintained for the benefit of Eligible Employees of AmeriPath, Inc. and
of the other Employers participating in the Plan. 


          It is
intended that the Plan continue to be tax-qualified under Code Sections 401(a)
and 401(k) as a profit sharing plan under Code Section 401(a)(27) that includes
an employee stock ownership plan under Code Sections 409 and 4975(e)(7) and a
cash or deferred arrangement under Code Section 401(k). It also is intended
that the Plan be an eligible individual account plan under ERISA Section
407(d)(3) and meet the requirements of ERISA Section 404(c), and that it
be construed, maintained and administered as an “ERISA Section 404c plan”
within the meaning of Department of Labor Regulation
Section 2550.404(c) –1(b)(1).


          No
provision of this Plan shall be construed to eliminate or reduce any early
retirement benefit or subsidy that continues after retirement or optional form
of benefit that existed under the Plan before this amendment and restatement,
except to the extent permitted under Regulations §§1.401(a)-4 and 1.411(d)-4.
Any provision of the Plan that restricted or limited withdrawals, loans or
other distributions, or otherwise required separate accounting with respect to
any portion of a Participant’s Account immediately prior to January 1, 2010,
and the elimination of which would adversely affect the qualification of the
Plan under Code Sections 401(a) and 401(k), shall continue in effect with
respect to such portion of the Participant’s Account as if fully set forth in
this Plan. 


          Except as
expressly provided herein, the provisions of the Plan as in effect immediately
prior to January 1, 2010 remain in effect for those Participants who do not
complete an Hour of Service after December 31, 2009 (and their Beneficiaries).
The benefits and rights of a Participant who severs from employment (or his
Beneficiary) will be determined in accordance with the terms of the Plan as in
effect as of the date of such termination.


- 2 -





ARTICLE I


DEFINITIONS


          As used
herein, unless otherwise required by the context, the following words and
phrases shall have the meanings indicated:


          Account
– The aggregate, as applicable, of: (1) a Participant’s Employee Regular
Pre-Tax Sub-Account, Employee Pre-Tax Catch-Up Sub-Account, Employer Matching
Sub-Account, Merged Plan Sub-Account, Merged Prior Plan Sub-Account, Money
Purchase Pension Plan Sub-Account, Prior Plan Employer Matching Sub-Account,
Prior Plan Rollover Sub-Account, Qualified Nonelective Contribution
Sub-Account, Rollover Sub-Account, Vested Quest Diagnostics Common Stock
Dividend Sub-Account, Vested Money Purchase Pension Plan Dividend Sub-Account; (2)
such other recordkeeping sub-accounts as the Participant may have pursuant to
Appendix B or Appendix C; and (3) such other recordkeeping sub-accounts as may
be authorized by the Plan Administrator for a Participant individually or for
Participants generally.


          Active
Participant – For purposes of the allocation of a Discretionary
Contribution made with respect to a Plan Year, a Participant is an Active
Participant if he: (1) is an active Employee as of the last day of such Plan
Year; (2) is on authorized leave of absence as of the last day of such Plan
Year; (3) has severed from employment due to a reduction-in-force, as
determined by the Plan Administrator, during such Plan Year; or (4) has died
during such Plan Year.


          Affiliate
– A corporation or unincorporated trade or business while it is: (a) a member
of a controlled group of corporations (as defined in Code Section 414(b)) of
which an Employer is a member; (b) a trade or business under common control (as
defined in Code Section 414(c)) of an Employer; (c) a member of an affiliated
service group (as defined in Code Section 414(m)) which includes an Employer;
or (d) required to be aggregated with an Employer pursuant to 


- 3 -







Code Section 414(o); provided that no such corporation or unincorporated
trade or business shall be considered an Affiliate at any time prior or
subsequent to the time during which it meets the above definition and, provided
further, that the status of being employed by an Affiliate shall pertain to an
individual only during the time when his employer is an Affiliate and not to
any time prior or subsequent to its Affiliate status.


          Appeals
Committee – The Appeals Committee, as provided for in Section 8.3.


          Appropriate
Request – A request by a Participant in the form and manner provided by the
Plan Administrator or by the Plan’s recordkeeper that is appropriate for the
intended purpose. If the Plan Administrator and the Plan’s recordkeeper so
agree, an Appropriate Request may be executed over the telephone or Internet.
To constitute an Appropriate Request, such request must be completed correctly
and, if required to be in writing, duly executed and delivered to the Plan
Administrator or the Plan’s recordkeeper, as the case may be.


          Beneficiary
– Any person designated by a Participant under Section 2.3 to receive such
benefits as may become payable hereunder after the death of such Participant.


          Board
– The Board of Directors of Quest Diagnostics or a committee of such board,
authorized by, and acting on behalf of, such board.


          Catch-Up
Pre-Tax Contributions – Contributions made to the Plan by the Employer
under Section 3.1(b) pursuant to a salary reduction agreement entered into
between the Employer and the Participant.


          Code
– The Internal Revenue Code of 1986, as amended from time to time. Reference to
a specific provision of the Code shall include such provision, any valid
Regulation promulgated thereunder and any comparable provision of future law
that amends, supplements or supersedes such provision.


- 4 -





          Committee
– The Benefits Administration Committee, as provided for in Section 8.3, or a
duly-authorized representative of the Benefits Administration Committee.
References to the Committee include any person to whom the Committee has
delegated proper authority.


          Contributions – Payments as provided herein by the Employer to the Trustee for the purpose of
providing the benefits under this Plan.


          Corporation
– AmeriPath, Inc. or any successor thereto.


          Deferral
Compensation – An Employee’s wages as defined in Code Section 3401(a) and
all other payments of compensation to an Employee by an Employer (in the course
of the Employer’s trade or business) for which the Employer is required to
furnish the Employee a written statement under Code Sections 6041(d),
6051(a)(3) and 6052, excluding reimbursements or other expense
allowances, cash and non-cash fringe benefits (e.g., employee discounts),
moving expenses, deferred compensation and welfare benefits, but including
Employee Pre-Tax Contributions to this Plan, pre-tax employee contributions to
a Code Section 125 plan and pre-tax employee contributions to purchase
qualified transportation fringe benefits pursuant to Code Section 132(f)(4).


          For these
purposes:


          (a) Amounts
under Code Section 125 include any amounts not available to an Employee in cash
in lieu of group health coverage because the Employee is unable to certify that
he has other health coverage. 


          (b) An
amount will be treated as an amount under Code
Section 125 only if the Employer does not request or collect information
regarding the Employee’s other health coverage as part of the enrollment
process for the health plan.


- 5 -





          Notwithstanding
the preceding paragraphs, (1) Deferral Compensation shall include amounts
(e.g., bonuses, commissions or unused vacation) paid by the Employer following
the Employee’s severance from employment with the Employer, but only if such
amounts are paid no later than 30 days after the Employee’s severance from
employment; (2) except as specifically provided in (1) above, Deferral
Compensation shall not include severance pay or other form of post-termination
compensation; and (3) Deferral Compensation shall not include compensation
generated from any of the following: the disqualifying disposition of a
statutory stock option; the disposition of shares of stock under an employee
stock purchase pension plan if the option price was below the fair market value
of the stock at the time the option was granted; the value of a nonstatutory
stock option at the time of grant or exercise; the vesting of restricted stock;
or the payment of dividends on restricted stock.


          Deferral
Compensation in excess of $200,000 (or such other amount as may be applicable
under Code Section 401(a)(17)(B)) for any Plan Year shall not be taken into
account, provided that the dollar increase, if any, in effect on January
1 of any calendar year is effective for Plan Years beginning in such calendar
year. 


          Notwithstanding
anything in the Plan to the contrary, the limit imposed by Code Section
401(a)(17)(B) on Deferral Compensation incorporated under the paragraph
immediately above is not applicable for the purpose of determining the amount
of Deferral Compensation from which Employee Pre-Tax Contributions can be made
during the portion of the Plan Year in which the individual was a Participant.


          Discretionary
Contributions – Contributions made by an Employer under Section 3.3.


          Effective
Date – January 1, 2010, except that: (i) to the extent certain changes are
required to be effective prior to such date, they shall be effective as
provided herein or as 


- 6 -





required by law; and (ii) with respect to an Employer that began
participating in the Plan after January 1, 2010, the date on which such
Employer began its participation in the Plan.


          Eligibility
Service


          (a) As of
any date, the aggregate of an Employee’s periods of eligibility service (as
defined in the next sentence), including any eligibility service credited under
subsection (b). For purposes of this subsection (a), a period of eligibility
service is each period of time required to be recognized under this Plan
commencing on the Employee’s Employment Commencement Date, or any subsequent
Reemployment Commencement Date, and ending on a Severance from Service Date.


	
  

 	
  

 
	
  

 	
 (c) Eligibility service also shall include the following:

 
	
  

 	
  

 
	
  

 	
           (1)
 Periods of employment with an Affiliate (while such organization is an
 Affiliate) which would have constituted eligibility service under the Plan
 had the Participant been employed by an Employer;

 
	
  

 	
  

 
	
  

 	
           (2)
 Periods of employment with an Employer other than as an Employee, including
 employment as a leased employee within the meaning of Code Section 414(n),
 which would have constituted eligibility service under the Plan had the
 Participant been employed as an Employee; provided that employment as
 a leased employee within the meaning of Code Section 414(n) shall not be
 taken into account if more than five (5) calendar days elapses between the
 last day of employment as a leased employee and the Employment Commencement
 Date;

 
	
  

 	
  

 
	
  

 	
           (3) If
 Quest Diagnostics so permits pursuant to Section 9.1, periods of employment
 with an Employer prior to the Employer’s Effective Date which would have
 constituted eligibility service under the Plan had the service been rendered
 after the 

 


- 7 -









	
  

 	
  

 
	
  

 	
 Employer’s Effective Date, under rules promulgated by the Plan
 Administrator applied in a uniform and nondiscriminatory manner, and to the
 extent permitted by applicable law;

 
	
  

 	
  

 
	
  

 	
           (4) With
 respect to any individual employed by an Employer that is a joint venture,
 periods of contiguous employment with the joint venture partner of the
 Corporation (or an Affiliate thereof) prior to the establishment of the joint
 venture which would have constituted eligibility service under the Plan had
 the service been rendered after the establishment of the joint venture, under
 rules promulgated by the Plan Administrator applied in a uniform and
 nondiscriminatory manner, and to the extent permitted by applicable law;

 
	
  

 	
  

 
	
  

 	
           (5) With
 respect to an Employee who directly transferred employment to the Employer
 from a joint venture with the Corporation (or an Affiliate thereof) that is
 not an Employer: (A) periods of contiguous employment with the joint venture
 which would have constituted eligibility service under the Plan had the joint
 venture been an Employer, and (B) periods of contiguous employment with the
 joint venture partner of the Corporation (or Affiliate) prior to the
 establishment of the joint venture which would have constituted eligibility
 service under the Plan had the partner been an Employer, both periods of
 employment credited under rules promulgated by the Plan Administrator applied
 in a uniform and nondiscriminatory manner, and to the extent permitted by
 applicable law;

 
	
  

 	
  

 
	
  

 	
           (6)
 Periods of Qualified Military Service required under Code Section 414(u); and

 


- 8 -









	
  

 	
  

 
	
  

 	
           (7)
 Periods of employment with an entity that adopts this Plan and that is not an
 Affiliate of Quest Diagnostics, but solely with respect to periods after the
 date of such adoption and only while the Plan is maintained by such entity.

 


          (d) In no
event shall Eligibility Service be credited under more than one paragraph of
subsection (b).


          Eligible
Employee – An Employee eligible for participation under Section 2.1.


          Employee
– Any common-law employee of the Corporation or of any other Employer.
Notwithstanding the preceding, the following shall not be considered an
Employee for purposes of this Plan: 


	
  

 	
  

 
	
  

 	
           (1) an
 individual who is classified as an “independent contractor” or “consultant”
 by an Employer, regardless of such individual’s reclassification for any
 reason by the Internal Revenue Service, other governmental agency or any
 other entity; 

 
	
  

 	
  

 
	
  

 	
           (2) an
 individual who is covered by a collective bargaining agreement where such
 agreement provides for a different retirement plan, or where no provision is
 made for any retirement plan, after good faith bargaining between the
 Employer and employee representatives; 

 
	
  

 	
  

 
	
  

 	
           (3) an
 individual who is excluded from participation hereunder by the terms of his
 Employer’s adoption of this Plan; 

 
	
  

 	
  

 
	
  

 	
           (4) an
 individual who is classified as a leased employee of an Employer within the
 meaning of Code Section 414(n) (other than a leased employee of a joint
 venture Employer who is leased from another Employer), regardless of such
 individual’s reclassification for any reason by the Internal Revenue Service,
 other governmental agency or any other entity; 

 


- 9 -









	
  

 	
  

 
	
  

 	
           (5) an
 employee who is a nonresident alien and who receives no earned income (within
 the meaning of Code Section 911(d)(2)) from the Employer which constitutes
 income from sources within the United States (within the meaning of Code
 Section 861(a)(3)); 

 
	
  

 	
  

 
	
  

 	
           (6) an
 individual who receives compensation solely for service as a member of the
 Board; or 

 
	
  

 	
  

 
	
  

 	
           (7) an
 individual employed only in Puerto Rico. 

 


          Employee
Pre-Tax Catch-Up Sub-Account – The portion of a Participant’s Account
attributable to Catch-Up Pre-Tax Contributions allocated to such Participant
under Section 4.4 and invested, at the direction of the Participant, in one or
more of the Investment Options as well as any earnings or losses on such
contributions. The Employee Pre-Tax Catch-Up Sub-Account of a Participant who
was a participant in a Merged Plan that contained a qualified cash or deferred
arrangement also shall hold any amount transferred to this Plan from such
Merged Plan representing the balance of such Participant’s pre-tax catch-up
account under such Merged Plan and any earnings or losses thereon.


          Employee
Pre-Tax Contributions – Regular Pre-Tax Contributions and Catch-Up Pre-Tax
Contributions made to the Plan by the Employer under Section 3.1 pursuant to
salary reduction agreements entered into between the Employer and the
Participant.


          Employee
Regular Pre-Tax Sub-Account – The portion of a Participant’s Account
attributable to Regular Pre-Tax Contributions allocated to such Participant
under Section 4.4 and invested, at the direction of the Participant, in one or
more of the Investment Options as well as any earnings or losses on such
contributions. The Employee Regular Pre-Tax Sub-Account of a Participant who
was a participant in a Merged Plan that contained a qualified cash or deferred 


- 10 -







arrangement also shall hold any amount transferred to this Plan from
such Merged Plan representing the balance of such Participant’s pre-tax account
under such Merged Plan and any earnings or losses thereon.


          Employer
– Collectively or individually as the context may indicate, the Corporation and
any other entity (or successor thereto) that: (1) has been authorized to adopt
the Plan pursuant to Section 9.1; (2) by action of its own board of directors
(or duly authorized officer) as specified in Section 10.1 has adopted the Plan;
and (3) has not terminated its participation in the Plan. The Employers
are listed in Appendix A, as updated from time to time.


          Employer
Matching Contributions – Contributions made to the Plan by the Employer
under Section 3.2.


          Employer
Matching Sub-Account – The portion of a Participant’s Account attributable
to Employer Matching Contributions allocated to such Participant under Section
4.5 and invested, at the direction of the Participant, in one or more of the
Investment Options as well as any earnings or losses on such contributions.


          Employer
Prior Plan Matching Sub-Account – The portion of a Participant’s Account
attributable to Employer Matching Contributions allocated to such Participant
under the Prior Plan and invested, at the direction of the Participant, in one
or more of the Investment Options as well as any earnings or losses on such
contributions.


          Employment
Commencement Date – The latest of:


          (a) the
date when an Employee first performs an Hour of Service for an Employer;


          (e) in the
case of a reemployed Employee (and subject to Section 2.2), his Reemployment
Commencement Date;


          (f) an
adjusted date in the case of an Employee being credited with prior service; or


- 11 -





          (g) the
Effective Date with respect to the Employer of the Employee.


          ERISA
– The Employee Retirement Income Security Act of 1974, as amended from time to
time. Reference to a specific provision of ERISA shall include such provision,
any valid Regulation promulgated thereunder and any comparable provision of
future law that amends, supplements or supersedes such provision.


          Highly
Compensated Employee – For any Plan Year, any active or former Employee who
is a “highly compensated active Employee” or a “highly compensated former
Employee” as determined below:


	
  

 	
  

 	
  

 
	
  

 	
 (a) A “highly compensated active Employee” is an Employee who:

 





	
  

 	
  

 	
  

 
	
  

 	
           (1) was a
 5% owner (within the meaning of Code Section 416(i)) of an Employer or an
 Affiliate at any time during the current or preceding Plan Year; or 

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 received Section 415 Compensation from an Employer or an Affiliate in excess
 of $80,000 (as adjusted at the same time and in the same manner as under Code
 Section 415(d), except that the base period is the calendar quarter ending
 September 30, 1996) for the preceding Plan Year and was a member of the
 top-paid 20% of Employees ranked on the basis of Section 415 Compensation for
 the preceding Plan Year.

 





	
  

 	
  

 	
  

 
	
           (h) A
 “highly compensated former Employee” is any Employee who separated from
 service (or was deemed to have separated from service) prior to the current
 Plan Year, performs no service for an Employer or an Affiliate during the
 current Plan Year and was a “highly compensated active Employee” for either
 the separation year or for any Plan Year ending on or after the Employee’s 55th
 birthday.

 


          Hour of
Service – An hour for which an Employee is paid or entitled to payment for
the performance of duties for an Employer or for an Affiliate.


- 12 -





          Investment
Committee – The Investment Committee, as provided for in Section 8.3.


          Investment
Option – An investment alternative under Section 7.3 available to be
selected by the Participant, in accordance with Section 7.4, for investment of
his Account. The Quest Diagnostics Incorporated Stock Fund shall at all times
be an available Investment Option under this Plan.


          Merged
Plan – A plan that merged into this Plan or the Prior Plan, as described in
Appendix B as it may be amended or supplemented from time to time.


          Merged
Plan Sub-Account – The portion of a Participant’s Account attributable to a
plan that merged into this Plan (see Appendix B) and invested, at the direction
of the Participant, in one or more of the Investment Options and the investment
experience, expenses, distributions and withdrawals attributable to such
amounts.


          Merged
Prior Plan Sub-Account – The portion of a Participant’s Account
attributable to a plan that merged into the Prior Plan (see Appendix B) and
invested, at the direction of the Participant, in one or more of the Investment
Options and the investment experience, expenses, distributions and withdrawals
attributable to such amount.


          Money
Purchase Pension Plan Sub-Account – The portion of the Account of a
Participant who was, before January 1, 1994, a participant in the money
purchase pension plan that was a predecessor to the Prior Plan representing
employer contributions made to that money purchase pension plan and invested,
at the direction of the Participant, in one or more of the Investment Options
and the investment experience, expenses, distributions (if any) and withdrawals
(if any) attributable to such amount.


- 13 -





          Normal
Retirement Age – Age 65 for those Employees first becoming Participants on
or after January 1, 2009 and age 591⁄2 for those Employees first
becoming Participants on or before December 31, 2008.


          Participant
– An Employee who has commenced, but not terminated, participation in the Plan
pursuant to the provisions of Article II, or a former Employee who has a
nonzero Account balance under the Plan. Pursuant to Section 5.10, an alternate
payee under a QDRO may be considered a Participant for certain limited purposes
under the Plan. 


          Period
of Severance – The period of time commencing on an Employee’s Severance
from Service Date and ending on his Reemployment Commencement Date. 


          Plan
– The 401(k) Savings Plan of Quest Diagnostics Incorporated, contained herein
or as hereafter amended. 


          Plan
Administrator – Quest Diagnostics, with such duties and responsibilities as
specified in Section 8.2. 


          Plan
Year – January 1 – December 31.


          Prior
Plan – The AmeriSave 401(k) Plan as in effect through December 31, 2008.


          Prior
Plan Employer Matching Sub-Account – The portion of a Participant’s Account
attributable to Employer Matching Contributions allocated to such Participant
under Section 4.3 of the Prior Plan and invested, at the direction of the
Participant, in one or more of the Investment Options as well as any earnings
or losses on such contributions.


          Prior
Plan Rollover Sub-Account – The portion of a Participant’s Account
attributable to rollover contributions made under the Prior Plan and invested,
at the direction of the Participant, in one or more of the Investment Options
as well as any earnings or losses on such contributions.


          QDRO
– A judgment, decree or order that: 


- 14 -









	
  

 	
  

 
	
  

 	
           (1)
 relates to the provision of child support, alimony or marital property rights
 to a spouse, former spouse, child or other dependent of a Participant (an
 “alternate payee”); 

 
	
  

 	
  

 
	
  

 	
           (2)
 creates or recognizes the existence of an alternate payee’s right to, or
 assigns to an alternate payee the right to, receive all or a portion of the
 Participant’s benefits; 

 
	
  

 	
  

 
	
  

 	
           (3) is
 made pursuant to a state domestic relations law (including community property
 law); and 

 
	
  

 	
  

 
	
  

 	
           (4)
 otherwise meets the requirements of Code Section 414(p). 

 


          Qualified
Military Service – Qualified military service as defined in Code Section
414(u)(5) and Chapter 43 of Title 38 of the United States Code.


          Qualified
Nonelective Contribution Sub-Account – The portion of a Participant’s
Account attributable to “qualified nonelective contributions” made pursuant to
Section 3.11 and invested, at the direction of the Participant, in one or more
of the Investment Options as well as any earnings or losses thereon. 


          Quest
Diagnostics – Quest Diagnostics Incorporated, a Delaware corporation, or
any successor thereto. Quest Diagnostics is the “plan sponsor” (as such term is
defined in ERISA Section 3(16)(B)) and, except as provided in Section 8.2,
“administrator” of the Plan (as such term is defined in ERISA Section
3(16)(A)).


          Quest
Diagnostics Common Stock – Any class of Quest Diagnostics’ common stock or
any class of Quest Diagnostics’ preferred stock that is convertible into common
stock.


          Quest
Diagnostics Incorporated Stock Fund – The Investment Option consisting
primarily of Quest Diagnostics Common Stock. The portion of a Participant’s
Account under 


- 15 -





the Plan that is invested in the Quest Diagnostics Incorporated Stock
Fund is intended to qualify as a stock bonus plan under Code Section 401(a), an
employee stock ownership plan under Code Sections 409 and 4975(e)(7) and an
eligible individual account plan under ERISA Section 407(d)(3).


          Reemployment
Commencement Date – The first date when an Employee again performs an Hour
of Service for an Employer following a Period of Severance.


          Regular
Pre-Tax Contributions – Contributions made to the Plan by Employers under
Section 3.1(a) pursuant to salary reduction agreements made by Eligible
Employees.


          Regulation
– Any regulation, ruling or other interpretation, validly promulgated by the
U.S. Department of Treasury, U.S. Department of Labor, or other federal agency
as the case may be, and in effect at the time in question. Reference to a
Regulation or section thereof includes that Regulation or section and any
comparable Regulation or section that amends, supplements or supersedes that
Regulation or section.


          Rollover
Sub-Account – The portion of a Participant’s Account attributable to
rollover contributions under Section 3.4 and invested, at the direction of the
Participant, in one or more of the Investment Options as well as any earnings
or losses on such contributions.


          Section
415 Compensation – Compensation within the meaning of Code Section
415(c)(3), including “post-severance compensation.” “Post-severance
compensation” means, for a Limitation Year (as defined in Section 4.7(a)(2))
beginning on or after January 1, 2008, 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 employment (as defined in
Regulation §1.415(a)-1(f)(5)) with the Employer, and that are paid to him by
the later of 21⁄2 months after his severance from employment with the Employer or
the end of the


- 16 -





Limitation Year that includes his Severance from Service Date with the
Employer, if the payment is:


          (a) regular
compensation for services during his regular working hours or compensation for
services outside his regular working hours (such as overtime or shift
differential), commissions, bonuses or other similar payments and the payment
would have been made to him prior to a severance from employment if he had
continued in employment with the Employer;


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


          (j)
received by him pursuant to a nonqualified unfunded deferred compensation plan,
but only if the payment would have been made to him at the same time if he had
continued in employment with the Employer and only to the extent that the
payment is includible in his gross income; or


          (k) 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 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.


          Severance
from Service Date –


          (a) Except
as provided in subsection (b), the earlier of (1) or (2):


	
  

 	
  

 	
  

 
	
  

 	
           (1) The
 date on which the Employee quits, retires, is discharged or dies provided
 that he does not earn an Hour of Service for an Employer or an Affiliate
 within 12 months after such date; or

 


- 17 -









	
  

 	
  

 	
  

 
	
  

 	
           (2) The
 first anniversary of the first date of a period in which an Employee remains
 absent from service (with or without pay) with an Employer or an Affiliate
 for any reason other than quit, retirement, discharge or death, such as
 vacation, holiday, sickness, disability or leave of absence; provided
 that if the Employee is absent from service by reason of (A) a leave of
 absence granted by his Employer or an Affiliate (including but not limited to
 leave pursuant to the Family and Medical Leave Act of 1993 or certain
 circumstances related to the Qualified Military Service of a family member)
 and he returns to active employment with the Employer or an Affiliate at the
 end of such leave of absence, or (B) Qualified Military Service and he
 returns to active service within the period that his re-employment rights are
 protected by federal law, then he shall not be deemed to have had a Severance
 from Service Date by reason of such absence.

 
	
  

 	
  

 
	
  

 	
 (l) (1) For purposes of determining the Severance from Service Date
 of an Employee who is absent from work beyond the first anniversary of the
 first day of absence by reason of a “parenthood purpose” described in
 paragraph (2), the Severance from Service Date shall be the second
 anniversary of the first day of such absence. The period between the first
 and second anniversaries of the first day of absence from work is neither a
 period credited as a Year of Vesting Service nor a Period of Severance. The
 Plan Administrator may request that the Employee furnish information to
 establish that the absence is for a parenthood purpose and the number of days
 for which there was such an absence. In the event such information is not
 submitted in a timely manner, this subsection (b) shall not apply.

 
	
  

 	
  

 
	
  

 	
           (2) The
 following are deemed “parenthood purposes”:

 





	
  

 	
  

 
	
  

 	
           (A) the
 pregnancy of the Employee; 

 


- 18 -









	
  

 	
  

 
	
  

 	
           (B) the
 birth of a child of the Employee; 

 
	
  

 	
  

 
	
  

 	
           (C) the
 placement of a child with the Employee in connection with the adoption of
 such child by such Employee; or

 
	
  

 	
  

 
	
  

 	
           (D)
 caring for such child for a period beginning immediately following such birth
 or placement. 

 


          Total
and Permanent Disability – A Participant shall be considered totally and
permanently disabled once he has incurred a physical or mental condition which
prevents him from performing his duties for an Employer or an Affiliate and
which is expected to result in death or to be of long and continued duration
and for which he is entitled to receive disability benefits payments under the federal
Social Security Act or his Employer’s long-term disability plan (if any). The
determination under the federal Social Security Act or his Employer’s long-term
disability plan (if any) is conclusive for purposes of this Plan.


          Trust
Agreement – The agreement entered into between Quest Diagnostics and the
Trustee under Article VII.


          Trust
Fund – All funds received by the Trustee together with all income, profits
and increments thereon, and less any expenses or payments made therefrom.


          Trustee
– Such individual, individuals, financial institution or a combination of them
as designated in the Trust Agreement to hold in trust any assets of the Plan
for the purpose of providing benefits under the Plan, and including any
successor trustee to the Trustee initially designated thereunder.


          Valuation
Date – Each business day. 


          Vested
Quest Diagnostics Common Stock Dividend Sub-Account – Under Section 6.5(a),
the portion of a Participant’s Account comprised of cash dividends received
under the Quest 


- 19 -





Diagnostics Incorporated Stock Fund that is associated with the portion
of the Participant’s Account, other than the Money Purchase Pension Plan
Sub-Account (or any other sub-account attributable to a money purchase pension
plan as indicated in Appendix B or Appendix C), that is not fully vested and
which is invested, at the direction of the Participant, in one or more of the
Investment Options as well as applicable earnings or losses thereon.


          Vested
Money Purchase Pension Plan Dividend Sub-Account – Under Section 6.5(b),
the portion of a Participant’s Account comprised of cash dividends received
under the Quest Diagnostics Incorporated Stock Fund that is associated with the
portion of the Participant’s Money Purchase Pension Plan Sub-Account (or any
other sub-account attributable to a money purchase pension plan as indicated in
Appendix B or Appendix C) that is not fully vested and which is invested, at
the direction of the Participant, in one or more of the Investment Options as
well as applicable earnings or losses thereon.


          Year of
Vesting Service


          (a) On or
after January 1, 2009, the aggregate of an Employee’s periods of vesting
service (as defined in the next sentence), including any vesting service
credited under subsection (b) and excluding any vesting service disregarded
under subsection (c). For purposes of this subsection (a), a period of vesting
service is each period of time required to be recognized under this Plan
commencing on the Employee’s Employment Commencement Date, or any subsequent
Reemployment Commencement Date, and ending on a Severance from Service Date.


          (m) Vesting
service also shall include the following:


	
  

 	
  

 
	
  

 	
           (1)
 Periods of employment with an Affiliate (while such organization is an
 Affiliate) which would have constituted vesting service under the Plan had
 the Participant been employed by an Employer;

 


- 20 -









	
  

 	
  

 
	
  

 	
            (2)
 Periods of employment with an Employer other than as an Employee, including
 employment as a leased employee within the meaning of Code Section 414(n),
 which would have constituted vesting service under the Plan had the
 Participant been employed as an Employee; provided that employment as
 a leased employee within the meaning of Code Section 414(n) shall not be
 taken into account if more than five (5) calendar days elapses between the
 last day of employment as a leased employee and the Employment Commencement
 Date;

 
	
  

 	
  

 
	
  

 	
            (3) If
 Quest Diagnostics so permits pursuant to Section 9.1, periods of employment
 with an Employer prior to the Employer’s Effective Date which would have
 constituted vesting service under the Plan had the service been rendered
 after the Employer’s Effective Date, under rules promulgated by the Plan Administrator
 applied in a uniform and nondiscriminatory manner, and to the extent
 permitted by applicable law;

 
	
  

 	
  

 
	
  

 	
            (4) With
 respect to any individual employed by an Employer that is a joint venture,
 periods of contiguous employment with the joint venture partner of the
 Corporation (or an Affiliate thereof) prior to the establishment of the joint
 venture which would have constituted vesting service under the Plan had the
 service been rendered after the establishment of the joint venture, under rules
 promulgated by the Plan Administrator applied in a uniform and
 nondiscriminatory manner, and to the extent required by applicable law;

 
	
  

 	
  

 
	
  

 	
            (5) With
 respect to an Employee who directly transferred employment to the Employer
 from a joint venture with the Corporation (or an Affiliate thereof) that is
 not an Employer: (A) periods of contiguous employment with the joint venture
 which would have constituted vesting service under the Plan had the joint
 venture been an Employer,

 


- 21 -









	
  

 	
  

 
	
  

 	
 and (B) periods of contiguous employment with the joint venture
 partner of the Corporation (or Affiliate) prior to the establishment of the
 joint venture which would have constituted vesting service under the Plan had
 the partner been an Employer, both periods of employment credited under rules
 promulgated by the Plan Administrator applied in a uniform and
 nondiscriminatory manner, and to the extent permitted by applicable law;

 
	
  

 	
  

 
	
  

 	
            (6)
 Periods of Qualified Military Service required under Code Section 414(u); and

 
	
  

 	
  

 
	
  

 	
            (7)
 Periods of employment with an entity that adopts this Plan and that is not an
 Affiliate of Quest Diagnostics, but solely with respect to periods after the
 date of such adoption and only while the Plan is maintained by such entity.

 


          (n) In no
event shall Years of Vesting Service be credited under more than one paragraph
of subsection (b).


- 22 -







ARTICLE II


ELIGIBILITY AND PARTICIPATION 


2.1 Eligibility


          (a) Any
Employee who was a Participant in the Plan on December 31, 2009 shall be a
Participant in this Plan on January 1, 2010, as long as he remains an Employee
on such date. Such an Employee shall remain eligible to make Employee Pre-Tax
Contributions and to receive Employer Matching Contributions and Discretionary
Contributions. 


          (b) Any
Employee who was not a Participant in the Plan on December 31, 2009 shall
become a Participant in this Plan on the date he completes one month of
Eligibility Service. Such an Employee shall become eligible to make Employee
Pre-Tax Contributions on the date he becomes a Participant, and shall become
eligible to receive Employer Matching Contributions and Discretionary
Contributions on the date he completes 12 months of Eligibility Service.


2.2 Participation


          (a) Each
Eligible Employee may, by making an Appropriate Request, enter into a salary
reduction agreement in accordance with Section 3.1(a).


          (b) An
Employee who becomes a Participant shall remain a Participant so long as he
remains an Employee or is a former Employee who maintains a nonzero Account
balance. If he severs from employment with no balance in his Account, he shall cease
being a Participant upon his severance from employment.


          (c) If an
Employee who was a Participant severs from employment and is reemployed as an
Employee, he shall be eligible to make Employee Pre-Tax Contributions upon his
Reemployment Commencement Date. He also will be re-credited, for purposes of
his eligibility to receive Employer Matching Contributions and Discretionary
Contributions (if any), with his Eligibility Service earned prior to his
Severance from Service Date.


- 23 -





          (d) If an
Employee who was not a Participant severs from employment and is reemployed as
an Employee, he shall become a Participant on the later of: (1) his
Reemployment Commencement Date, or (2) the date he completes one month of
Eligibility Service (taking into account Eligibility Service both before and
after his Reemployment Commencement Date). He shall be eligible to make
Employee Pre-Tax Contributions on the date he becomes a Participant and shall
be eligible to receive Employer Matching Contributions and Discretionary
Contributions (if any) on the date he completes 12 months of Eligibility
Service, taking into account Eligibility Service both before and after his
Reemployment Commencement Date. 


2.3 Beneficiary
Designation


          (a) Upon
commencing participation, each Participant shall designate a Beneficiary by
filing a properly completed form with the Plan Administrator. In the absence of
any valid designation of Beneficiary, he is deemed to have designated his
spouse as his Beneficiary but, if he is unmarried upon his death, he is deemed
to have designated the following as his Beneficiary: (1) the beneficiary
designated under the group-term life insurance plan sponsored by a member of
the Quest Diagnostics controlled group in which he participates; and (2) if no
beneficiary has been designated under the group-term life insurance plan
sponsored by a member of the Quest Diagnostics controlled group in which he
participates, his estate.


          (b) The
Beneficiary of a married Participant shall be his spouse unless: (1) he obtains
spousal consent (as described below) to his designation of another person as
his primary Beneficiary; or (2) such circumstances exist as the Plan
Administrator, in accordance with applicable Regulations, may deem appropriate
to waive the spousal consent requirement. Spousal consent shall be made on a
form approved by the Plan Administrator, shall be irrevocable by the spouse,
shall acknowledge the effect of such designation and shall be


- 24 -





 witnessed by a representative
of the Plan Administrator or a notary public. Alternatively, the spouse may
execute an irrevocable general consent that does not identify the designated
Beneficiary and that allows the Participant to make future changes in his
Beneficiary designation without spousal consent. Any such general consent shall
satisfy Regulation §1.401(a)-20, Q&A-31(c).


          (c) If an
unmarried Participant later marries, or if a married Participant later
remarries, his prior designation of a Beneficiary other than the spouse to whom
he is married on his date of death shall be null and void unless consented to
by such spouse in the manner provided in subsection (b).


          (d) The
Committee’s interpretation with respect to any Beneficiary designation is
binding and conclusive, subject to applicable law, upon all parties and no
person claiming to be a Beneficiary, or other person, has the right to question
an action of the Committee in such regard.


          (e) The
rights of any spouse or Beneficiary hereunder is subject to the provisions of
any QDRO issued with respect to the Participant’s Account under the Plan.


- 25 -






ARTICLE III


CONTRIBUTIONS 


3.1 Employee
Pre-Tax Contributions


	
  

 	
  

 
	
  

 	
 (a) (1) An Eligible Employee may enter into a salary reduction
 agreement with his Employer in which it is agreed that the Employer will
 reduce the Eligible Employee’s Deferral Compensation during each pay period
 by a designated percentage and contribute the amount so determined to the
 Plan on behalf of the Eligible Employee. Such contributions are referred to
 as “Regular Pre-Tax Contributions.” The Plan Administrator may disregard or
 modify an Eligible Employee’s salary reduction agreement with respect to
 Regular Pre-Tax Contributions to the extent necessary to ensure that (1) the
 excess deferral rules of subsection (c) are met; (2) the limitations set
 forth in Sections 3.5 and 4.7 are not exceeded; and (3) all contributions are
 deductible under Code Section 404. Regular Pre-Tax Contributions may be any
 whole percentage between 1% and 35% of the Deferral Compensation otherwise
 payable to the Eligible Employee during the applicable payroll period.

 
	
  

 	
  

 
	
  

 	
           (2) The
 salary reduction agreement of an Employee who becomes eligible to make
 Regular Pre-Tax Contributions is effective as of the first payroll period
 coincident with or next following the date on which his Appropriate Request
 is processed.

 
	
  

 	
  

 
	
  

 	
           (3)
 Regular Pre-Tax Contributions shall be invested among the various Investment
 Options in accordance with the Employee’s outstanding Investment Option
 election as in effect under Section 7.4.

 
	
  

 	
  

 
	
  

 	
           (4) A
 Participant who has in effect a salary reduction agreement with respect to
 Regular Pre-Tax Contributions may elect to change such agreement, including
 prospectively suspending such agreement, by making an Appropriate Request.
 Such new 

 


- 26 -









	
  

 	
  

 
	
  

 	
 election shall become effective as of the Participant’s first payroll
 period coincident with or next following the date on which the Appropriate
 Request is processed.

 
	
  

 	
  

 
	
  

 	
           (5)
 Regular Pre-Tax Contributions shall be remitted to the Trustee in accordance
 with Department of Labor Regulation §2510.3-102. An Eligible Employee’s
 Regular Pre-Tax Contributions shall be credited to his Employee Regular
 Pre-Tax Sub-Account under Section 4.4.

 
	
  

 	
  

 
	
  

 	
 (b) (1) An Eligible Employee who will have attained age 50 by the end
 of the Plan Year may enter into a salary reduction agreement with his
 Employer in which it is agreed that the Employer will reduce his Deferral
 Compensation during each pay period by a designated percentage (beyond the
 designated percentage by which his Deferral Compensation is reduced with
 respect to Regular Pre-Tax Contributions) and contribute the amount so
 determined to the Plan on behalf of the Eligible Employee. Such additional
 contributions are referred to as “Catch-Up Pre-Tax Contributions.” Catch-Up
 Pre-Tax Contributions may be any whole percentage between 1% and, when added
 to Regular Pre-Tax Contributions, 70% of the Deferral Compensation otherwise
 payable to the Eligible Employee during the applicable payroll period.
 Catch-Up Pre-Tax Contributions shall be made in accordance with, and subject
 to the limitations of, Code Section 414(v). Catch-Up Pre-Tax Contributions
 shall not be taken into account for purposes of the Code Section 402(g)
 limitation set forth in Section 3.1(c)(1) (except as modified by Code
 Sections 414(v)) or the Code Section 415 limitation set forth in Section 4.7.
 The Plan shall not be treated as failing to satisfy the provisions of the
 Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(12),
 410(b) or 416, as applicable, by reason of the making of Catch-Up Pre-Tax
 Contributions.

 


- 27 -









	
  

 	
  

 
	
  

 	
           (2) The
 salary reduction agreement of a Participant who becomes eligible to make
 Catch-Up Pre-Tax Contributions is effective as of the first payroll period
 coincident with or next following the date on which his Appropriate Request
 is processed.

 
	
  

 	
  

 
	
  

 	
           (3)
 Catch-Up Pre-Tax Contributions shall be invested in accordance with the
 Investment Option specification designated by the Participant for the
 investment of his Regular Pre-Tax Contributions.

 
	
  

 	
  

 
	
  

 	
           (4) A
 Participant who has in effect a salary reduction agreement with respect to
 Catch-Up Pre-Tax Contributions may elect to change such agreement, including
 prospectively suspending such agreement, by making an Appropriate Request.
 Such new election shall become effective as of the first payroll period
 coincident with or next following the date on which the Appropriate Request
 is processed.

 
	
  

 	
  

 
	
  

 	
           (5)
 Catch-Up Pre-Tax Contributions shall be remitted to the Trustee in accordance
 with Department of Labor Regulation §2510.3-102. An Eligible Employee’s
 Catch-Up Pre-Tax Contributions shall be credited to his Employee Pre-Tax
 Catch-Up Sub-Account under Section 4.4.

 
	
  

 	
  

 
	
  

 	
           (6) If,
 by the end of the Plan Year, the amount of Employee Pre-Tax Contributions
 originally designated as Regular Pre-Tax Contributions does not exceed either
 the Code Section 402(g) limitation for such Plan Year, the 35% of Deferral
 Compensation limitation set forth in Section 3.1(a)(1) or the maximum Code
 Section 415(c) limitation for such Plan Year, then any Employee Pre-Tax
 Contributions made by the Eligible Employee and originally designated as
 Catch-Up Pre-Tax Contributions shall be recharacterized as Regular Pre-Tax
 Contributions to the extent the sum of Employee Pre-Tax Contributions
 originally designated as Regular Pre-Tax Contributions and 

 


- 28 -









	
  

 	
  

 
	
  

 	
 Employee Pre-Tax Contributions previously recharacterized as Regular
 Pre-Tax Contributions does not exceed such limitations.

 
	
  

 	
  

 
	
  

 	
           (7) In
 order to make a Catch-Up Pre-Tax Contribution, a Participant must make a
 Regular Pre-Tax Contribution of at least 4% of Deferral Compensation
 throughout the portion of the Plan Year during which he was an Eligible
 Employee.

 
	
  

 	
  

 
	
  

 	
 (c) Excess deferrals

 
	
  

 	
  

 
	
  

 	
           (1) No
 Participant may have Regular Pre-Tax Contributions made on his behalf under
 this Plan in any calendar year which in the aggregate exceed the dollar
 limitation contained in Code Section 402(g) in effect for such calendar year.
 For purposes of the preceding sentence, Regular Pre-Tax Contributions are
 deemed made as of the pay date for which the salary is deferred, regardless of
 when the contributions are actually transmitted to the Trust Fund.

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2) (A) If in any calendar year the aggregate of the Regular Pre-Tax
 Contributions made on a Participant’s 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 1st
 following such calendar year he may notify the Plan Administrator:
 (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 Plan

 


- 29 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Administrator may require him to provide reasonable proof that he has
 exceeded the limitation of paragraph (1).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           If in any
 calendar year the aggregate of the Regular Pre-Tax Contributions made on a
 Participant’s behalf under the Plan, plus his other elective deferrals under
 any other qualified cash or deferred arrangement (as defined in Code Section
 401(k)) maintained by the Employer or an Affiliate, under a simplified
 employee pension (as defined in Code Section 408(k)) sponsored by the
 Employer or an Affiliate, or used to have the Employer or an Affiliate
 purchase an annuity contract on his behalf under Code Section 403(b), exceed
 the limitation of paragraph (1), then he shall be deemed to have notified the
 Plan Administrator that: (i) he has exceeded the limitation and (ii) he wants
 distributed to him the amount of such excess deferrals (as adjusted for
 Allocable Income/Loss) notwithstanding the salary reduction agreement so that
 he will not exceed the limitation. No later than the next April 15, the Plan
 Administrator may (but shall not be obligated to) make the distribution
 requested, or deemed to have been requested, by him under this subparagraph.
 Such distribution may be made notwithstanding any other provision of law or
 this Plan. Except as otherwise provided by applicable Regulations, such distribution
 shall not reduce the amount of Regular Pre-Tax Contributions considered as
 annual additions under Section 4.7. Any amounts not distributed under this
 subparagraph shall continue to be held in accordance with the terms of the
 Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) After
 a distribution of excess Regular Pre-Tax Contributions (if any) under
 subparagraph (A), Employer Matching Contributions made with

 


- 30 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 respect to such distributed Regular Pre-Tax Contributions (if any)
 shall be withdrawn (with Allocable Income/Loss thereon) from such
 Participant’s Employer Matching Sub-Account and applied to reduce future
 Employer Matching Contributions under Section 3.2.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (3)
 Catch-Up Pre-Tax Contributions exceeding the limitations of Code Section
 414(v) shall be returned to the Participant under rules similar to those
 described in subparagraphs (1) and (2) above. Employer Matching Contributions
 made with respect to excess Catch-Up Pre-Tax Contributions shall be treated
 as provided in subparagraph (2)(B) above.

 


3.2 Employer
Matching Contributions


          (a) The
Employer shall make Employer Matching Contributions to the Trust Fund equal to
100% of the Employee Pre-Tax Contributions made by each Eligible Employee with
respect to each payroll period, but taking into account only those Employee
Pre-Tax Contributions made by him with respect to such payroll period which are
made at a rate that does not exceed 4% of his Deferral Compensation (but only up
to the Code Section 401(a)(17)(B) limit). Employer Matching Contributions may
be made, at the discretion of Quest Diagnostics, 


- 31 -





solely in cash, solely in Quest Diagnostics Common Stock or in a
combination of cash and Quest Diagnostics Common Stock.


          (b) The
Employer Matching Contributions shall be invested in accordance with the
Investment Option specification designated by the Eligible Employee for the
investment of Regular Pre-Tax Contributions and shall be credited to his
Employer Matching Sub-Account.


3.3 Discretionary
Contributions


          An
Employer, in its sole discretion, may elect for any Plan Year to make a
Discretionary Contribution in an amount expressed as a percentage of Deferral
Compensation and which shall be allocated in accordance with Section 4.6. The
Employer also shall contribute such Discretionary Contributions as may be
required by Section 11.2. Discretionary Contributions may be made, at the
discretion of Quest Diagnostics, solely in cash, solely in Quest Diagnostics
Common Stock or in a combination of cash and Quest Diagnostics Common Stock.
Discretionary Contributions shall be invested in accordance with the Investment
Option specification, if any, designated by the Participant for the investment
of Regular Pre-Tax Contributions and otherwise shall be invested in the
applicable qualified default investment alternative specified by the Investment
Committee, unless and until he makes a different Investment Option
specification pursuant to Section 7.4. If Discretionary Contributions are made,
the Plan Administrator shall establish an appropriate sub-account to which such
contributions shall be credited.


3.4 Rollover
Contributions


          (a) An
Employee (regardless of whether he has satisfied the initial eligibility
requirements of Section 2.1) may, by making an Appropriate Request, request to
make a rollover contribution to the Plan from the type of plans described in
subsection (b) below.


- 32 -





          (b) (1) The
Plan will accept a direct rollover of an eligible rollover distribution, as
defined in Code Section 402(f)(2)(A), from:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 a qualified plan described in Code Section 401(a) or 403(a), excluding
 after-tax employee contributions;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 an annuity contract described in Code Section 403(b), excluding after-tax
 employee contributions; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 an eligible plan under Code Section 457(b) which is maintained by a state,
 political subdivision of a state, or any agency or instrumentality of a state
 or political subdivision of a state but excluding after-tax employee
 contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 The Plan will accept an Employee’s contribution of an eligible rollover
 distribution, as defined in Code Section 402(f)(2)(A), from:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 a qualified plan described in Code Section 401(a) or 403(a), excluding
 after-tax employee contributions;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 an annuity contract described in Code Section 403(b), excluding after-tax
 employee contributions;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 an eligible plan under Code Section 457(b) which is maintained by a state,
 political subdivision of a state, or any agency or instrumentality of a state
 or political subdivision of a state but excluding after-tax employee
 contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
           (3)
 The Plan will accept an Employee’s rollover contribution of the portion of a
 distribution from an individual retirement account or annuity described in
 Code Section 408(a) or 408(b) that is a “conduit IRA” (i.e., an individual
 retirement account or annuity that solely holds amounts that were rolled over
 from a qualified retirement plan and earnings or losses on such amounts).

 


- 33 -





          (c) The
Plan Administrator may require the Employee requesting to make a rollover
contribution to provide whatever documentation and/or certifications the Plan
Administrator deems necessary to reasonably conclude that the rollover
contribution satisfies the conditions set forth in subsection (b) above.


          (d)
Rollover contributions must be in cash; in-kind contributions are not permitted.
Such a contribution shall be credited to the Employee’s Rollover Sub-Account
and shall be 100% vested at all times. 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 Investment Committee, unless and until he makes a different
Investment Option specification pursuant to Section 7.4. The rollover
contribution of an Eligible Employee shall be invested in accordance with his
outstanding Investment Option specification, if any.


          (e) If the
Plan Administrator, after reasonably concluding that a rollover contribution
made by an Employee met the conditions set forth in subsection (b) above, later
determines that the contribution did not meet those conditions, it shall direct
the Trustee to distribute to the Employee the amount of such rollover
contribution, plus any earnings or losses attributable thereto, within a
reasonable time after such determination.


3.5 Maximum
Deductible Contribution


          In no event
shall the Employer be obligated to make a Contribution for a Plan Year in
excess of the maximum amount deductible by it under Code Section 404.


3.6 Actual
Deferral Percentage Test Safe Harbor


          Effective
with the Plan Year commencing January 1, 2009, this Plan shall be deemed to
meet the requirements of Code Section 401(k)(3)(A)(ii) (the “ADP Test”) since:
(1)(A) the rate of Employer Matching Contributions does not increase as an Employee’s
rate of Employee Pre-


- 34 -





Tax Contributions increases, (B) the aggregate amount of Employer
Matching Contributions at each rate of Employee Pre-Tax Contributions is at
least equal to the aggregate amount of Employer Matching Contributions which
would be made if Employer Matching Contributions were made on the basis of the
percentages described in Code Section 401(k)(12)(B)(i), and (C) the rate
of Employer Matching Contributions with respect to any Employee Pre-Tax
Contributions of a Highly Compensated Employee at any rate of Employee Pre-Tax
Contributions is not greater than that with respect to an Employee who is not a
Highly Compensated Employee; and (2) the Plan Administrator provides each
Eligible Employee, within a reasonable period before the Plan Year begins (or
within a reasonable period before he becomes an Eligible Employee), written
notice of his rights and obligations under the Plan sufficiently accurate and
comprehensive to appraise him of such rights and obligations and written in a
manner calculated to be understood by the average Eligible Employee.


          Notwithstanding
that the Plan is intended to be a “safe harbor” 401(k) plan with respect to
Employee Pre-Tax Contributions made on or after January 1, 2009, 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 with respect to such Participants. For this purpose, the Plan shall
use the current year testing method.


3.7 Payment
of Contributions to Trustee


          Unless an
earlier time for contribution is specified elsewhere in this Plan, in all
events the Employer shall pay to the Trustee its Contributions for each Plan
Year within the time prescribed by law, including extensions of time for the
filing of its federal income tax return for the Employer’s taxable year during
which such Plan Year ended.


- 35 -





3.8 Employee
After-Tax Contributions


          No
Participant shall be permitted to make after-tax contributions under the Plan.


3.9 Actual
Contribution Percentage Test Safe Harbor


          Effective
with the Plan Year commencing January 1, 2009, this Plan shall be deemed to
meet the requirements of Code Section 401(m)(2) (the “ACP Test”) since: (1)(A)
the rate of Employer Matching Contributions does not increase as an Employee’s
rate of Employee Pre-Tax Contributions increases, (B) the aggregate amount of
Employer Matching Contributions at each rate of Employee Pre-Tax Contributions
is at least equal to the aggregate amount of Employer Matching Contributions
which would be made if Employer Matching Contributions were made on the basis
of the percentages described in Code Section 401(k)(12)(B)(i), and (C) the rate
of Employer Matching Contributions with respect to any Employee Pre-Tax
Contributions of a Highly Compensated Employee at any rate of Employee Pre-Tax
Contributions is not greater than that with respect to an Employee who is not a
Highly Compensated Employee; (2) the Plan Administrator provides each Eligible
Employee, within a reasonable period before the Plan Year begins (or within a
reasonable period before he becomes eligible for Employer Matching Contributions),
written notice of his rights and obligations under the Plan sufficiently
accurate and comprehensive to appraise him of such rights and obligations and
written in a manner calculated to be understood by the average Eligible
Employee; and (3) Employer Matching Contributions on behalf of an Employee
may not be made with respect to his Employee Pre-Tax Contributions in excess of
6% of his Deferral Compensation.


3.10 USERRA


          Notwithstanding
any provision of this Plan to the contrary, contributions, benefits and service
credit with respect to Qualified Military Service will be provided in
accordance with the provisions of USERRA and Code Section 414(u). An Employee
who is absent from


- 36 -





employment solely by reason of Qualified Military Service shall be
subject to the following special rules and have the privileges described below:


          (a) If, at
the time of the commencement of his absence for Qualified Military Service, the
Employee was not yet a Participant solely by reason of his failure to satisfy
the minimum service requirements of the Plan, he shall be deemed to have become
a Participant as of the Entry Date on which he would otherwise have become a
Participant had such employment not been interrupted by Qualified Military
Service.


          (b) Solely
for the purposes of determining all limitations applicable under the Plan and
the Code, all “make-up contributions” by the Participant or the Employer
pursuant to this Section shall be deemed to be made in the Plan Year in which
originally missed. For the purposes of applying these limitations, the
Participant will be imputed with Compensation in an amount equal to the amount
he would have earned during his period of Qualified Military Service in the
Plan Year (or the fraction thereof) had he been employed through the entirety
of such period as an Eligible Employee at his regular rate of wages or salary in effect
(including any contractual holiday, vacation or sick pay, contractual bonuses
and other contractual direct remuneration) immediately prior to the
commencement of such Qualified Military Service.


          (c) A
Participant who resumes employment with the Employer following Qualified
Military Service within the time during which his reemployment rights are
protected by the provisions of USERRA shall be entitled to make up missed
Employee Pre-Tax Contributions which he could have made but for such Qualified
Military Service at any time during the period commencing with his resumption
of employment with the Employer (whether or not then an Employee eligible to
participate in the Plan) and ending on the earliest to occur of: (1) the date
that occurs five (5) years from the date on which such Qualified Military
Service absence


- 37 -





commenced; (2) the date on which his employment terminates after having
been resumed following Qualified Military Service; or (3) the date that occurs
after a passage of time commencing on his resumption of employment following
Qualified Military Service which is equal to three (3) times the duration of such
absence for Qualified Military Service. Any such “make-up” Employee Pre-Tax
Contributions shall be made by payroll withholding unless otherwise permitted
by applicable Regulations.


          (d) To the
extent that the Employer is required to make contributions to the Plan for a
Participant in order to comply with the provisions of USERRA and Code Section
414(u), such contributions shall be made when he presents himself to resume
services as an Employee of an Employer or an Affiliate within the time his reemployment
rights are protected by federal law.


          (e) To the
extent a Participant makes “make-up” Employee Pre-Tax Contributions described
in paragraph (c) above, the Employer shall contribute for allocation to his
Employer Matching Contributions Account an amount equal to the Employer
Matching Contributions that would have been made for his benefit if his make-up
Elective Deferral Contributions had been made at the time his imputed
Compensation would have been earned (without adjustment to reflect investment
gains or losses or income or expenses that would have been attributable
thereto).


          (f) If a
Participant dies while in Qualified Military Service, his Beneficiary shall be
entitled to any additional benefits (other than benefit accruals relating to
the period of Qualified Military Service) provided under the Plan had the
Participant resumed employment and then on the following day severed from
employment on account of death.


- 38 -





          (g)
Effective January 1, 2009:


	
  

 	
  

 
	
  

 	
           (1)
 if a Participant in Qualified Military Service elects to receive a
 distribution from the Plan on account of his severance from employment
 pursuant to Section 6.6(d), he shall not be permitted to make Employee
 Pre-Tax Contributions during, or to “make-up” Employee Pre-Tax Contributions
 with respect to, the six-month period beginning on the date of the
 distribution; and

 
	
  

 	
  

 
	
  

 	
           (2)
 a Participant in Qualified Military Service receiving a differential wage
 payment (as defined in Code Section 3401(h)(2)) shall be treated as an
 Employee of the Employer making the payment, and the differential wage
 payment shall be treated as Section 415 Compensation and as Deferral
 Compensation.

 


3.11 Corrective
Contributions


          (a) If it
becomes necessary to correct a failure to follow the provisions of the Plan, to
correct mistakes made in amounts distributed from or credited to Accounts, to
restore the portion of an Account that was forfeited pursuant to any provision
of the Plan or if an Employee should have been included as a Participant but is
mistakenly excluded for any reason, correction or restoration shall first be
made out of Employer contributions and forfeitures and then out of Trust Fund
earnings for the Plan Year in question, but only to the extent that such
amounts have not already been allocated under the provisions of the Plan. Any
additional amounts needed may be provided by a special contribution to the Plan
which the Employers, in their sole discretion (but subject to the applicable
limitations on deductible contributions and maximum annual additions and
considering the rules on deductibility under Code Section 162), may elect to
make. Any such correction of mistake or special contribution shall be
corrected, allocated or credited in the fashion specified by the Plan
Administrator. 


- 39 -





          (b) The
provisions of this subsection (b) shall apply only to an Employee or former
Employee who becomes entitled to back pay by an award or agreement of an
Employer without regard to mitigation of damages. If a person to whom this
subsection applies was or would have become an Eligible Employee after such
back pay award or agreement has been effected, and if he had not previously
elected to make Pre-Tax Contributions pursuant to Section 3.1 but, within 30
days of the date he receives notice of the provisions of this Section, makes an
election to make Pre-Tax Contributions in accordance with Section 3.1
(retroactive to any date as of which he was or has become eligible to do so),
then he may elect that any Pre-Tax Contributions not previously made on his
behalf but which, after application of the foregoing provisions of this
subsection, would have been made under the provisions of Article III shall be
made out of the proceeds of such back pay award or agreement. In addition, if
any such Employee or former Employee would have been eligible to participate in
the allocation of Employer Matching or Discretionary Contributions under the
provisions of Articles III or XI for any prior Plan Year after such back pay
award or agreement has been effected, his Employer shall make Employer Matching
and Discretionary Contributions equal to the amount of the Employer Matching
and Discretionary Contributions (respectively) which would have been allocated
to him under the provisions of Articles III or XI as in effect during each such
Plan Year. The amounts of such additional contributions shall be credited to
his Account. Any additional contributions made pursuant to this subsection
shall be made in accordance with, and subject to the limitations of, the
applicable provisions of the Plan. 


- 40 -







ARTICLE IV


ALLOCATIONS TO ACCOUNTS


4.1 Accounts


          (a) The
Plan Administrator shall establish and maintain a recordkeeping Account in the
name of each Participant, including the following recordkeeping sub-accounts to
which the Plan Administrator shall credit all amounts allocated to each such
Participant under this Article IV and earnings or losses thereon: an Employee
Regular Pre-Tax Sub-Account, an Employee Pre-Tax Catch-Up Sub-Account and an
Employer Matching Sub-Account. The Plan Administrator also shall maintain such
other recordkeeping sub-accounts as the Participant may have pursuant to
Appendix B or Appendix C, and such other recordkeeping sub-accounts, e.g., a
Transfer Sub-Account, as may be authorized by the Plan Administrator for a
Participant individually or for Participants generally.


          (b) The
maintenance of separate Accounts shall not require a segregation of the Trust
assets and no Participant shall acquire any right to or interest in any
specific asset of the Trust as a result of the allocations provided for in the
Plan or by reason of the maintenance of Accounts.


4.2 Valuation
of Accounts


          A
Participant’s Account (or applicable sub-account thereof) shall be valued at
fair market value as of each business day of the Plan Year (the “Valuation
Date”). As of each such Valuation Date, the earnings or losses of the Trust
Fund shall be allocated to each affected Participant’s Account (or applicable
sub-account thereof) pursuant to a consistent non-discriminatory method.


4.3 Notification
of Account Balance


          As of the
last day of each calendar quarter, and at such other times as the Plan
Administrator may direct, the Plan’s recordkeeper shall notify each Participant
of the amount of 


- 41 -





Contributions credited to his Account for the period just completed and
the balance of his Account, including any distributions, loans and withdrawals
or expenses charged to his Account since the effective date of the last such
statement. 


4.4 Allocation
of Employee Pre-Tax Contributions


          An Eligible
Employee’s Regular Pre-Tax Contributions under Section 3.1(a) shall be
allocated to his Employee Regular Pre-Tax Sub-Account and invested in
accordance with his outstanding Investment Option specification. An Eligible
Employee’s Catch-Up Pre-Tax Contributions under Section 3.1(b) shall be
allocated to his Employee Pre-Tax Catch-Up Sub-Account and invested in
accordance with his outstanding Investment Option specification.


4.5 Allocation
of Employer Matching Contributions


          As of the
end of each payroll period, the Employer Matching Contributions made on behalf
of an Eligible Employee under Section 3.2 shall be allocated to his Employer
Matching Sub-Account and shall be invested in accordance with the Investment
Option specification designated by him for the investment of Regular Pre-Tax
Contributions. Notwithstanding the preceding sentence, any Employer Matching
Contributions with respect to recharacterized Regular Pre-Tax Contributions
shall be made as soon as administratively practicable following the end of the
Plan Year for which the Regular Pre-Tax Contributions were originally
designated as Catch-Up Pre-Tax Contributions.


4.6 Allocation
of Discretionary Contributions and Forfeitures


          (a) Any
Discretionary Contributions under Section 3.3 shall be allocated among those
Participants who are actively employed on the last day of the Plan Year in
proportion to their respective Deferral Compensation (as limited by Code
Section 401(a)(17)(B)) for the Plan Year. 


          (b) Any
forfeitures arising under Section 5.5 shall be used first to restore reemployed
Participants’ prior forfeitures pursuant to Section 5.5 and then shall be
applied either to reduce 


- 42 -





Employer contributions to the Plan (including corrective allocations
made to the Plan and earnings on such corrective allocations) or to pay Plan
expenses.


4.7 Maximum
Additions


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 For purposes of this Section, the following terms have the following
 meanings:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 “Annual additions” means for any Limitation Year (as defined below):

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 The sum of the following amounts credited to a Participant’s account
 in all qualified defined contribution plans (including 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)):

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

 	
 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;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

 	
 Forfeitures;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iv)

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

 


- 43 -









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (v)

 	
 Amounts attributable to post-retirement medical benefits allocated to
 a separate account for any Employee who, at any time during the Plan Year or
 any preceding Plan Year, is or was a key employee pursuant to Code Section
 419A(d)), maintained by the Employer or an Affiliate; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (vi)

 	
 Effective as of January 1, 2008, 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 Notwithstanding the foregoing, a Participant’s annual additions do
 not include the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

 	
 The restoration of his accrued benefit by an Employer in accordance
 with Code Sections 411(a)(3)(D) or (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);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 


- 44 -









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

 	
 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;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (v)

 	
 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));

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (vi)

 	
 Repayments of loans made to the Participant from the Plan;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (vii)

 	
 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);

 


- 45 -









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (viii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ix)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (x)

 	
 Employee contributions to a qualified cost of living arrangement as
 defined in Code Section 415(k)(2)(B).

 






	
  

 	
  

 
	
  

 	
           (2)
 “Limitation Year” means the Plan 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 amended to change its Limitation Year.

 
	
  

 	
  

 
	
  

 	
 (b) Code Section 415 Limit

 
	
  

 	
  

 
	
  

 	
           (1)
 Notwithstanding anything herein to the contrary, in no event may the annual
 additions (except for Catch-Up Pre-Tax Contributions under Code Section
 414(v)) 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)) or 100% of his
 annual Section 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-

 


- 46 -









	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
  

 	
           (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 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 (1)
 for a Limitation Year, then the excess amounts may be corrected only in
 accordance with the IRS Employee Plans Compliance Resolution System (“EPCRS”)
 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 and Regulations thereunder are hereby
 incorporated by reference to the extent not provided above.

 


4.8 Plan
Aggregation and Disaggregation under Code Section 415. 


          (a) For
purposes of applying the limitations of Section 4.7, all defined contribution
plans (without regard to whether a plan has been terminated) ever maintained by
the “employer” (or a “predecessor employer”) under which the Participant
receives annual additions are treated as one plan. The “employer” means an
Employer that adopts this Plan and its Affiliates, except that for purposes of
Section 4.7 and this Section, the determination will be made by applying Code
Section 415(h) and will take into account tax-exempt organizations under
Regulation §1.414(c)-5, as modified by Regulation §1.415(a)-1(f)(1). For
purposes of this subsection (a): 


	
  

 	
  

 
	
  

 	
           (1)
 A former employer is a “predecessor employer” with respect to a participant
 in a plan maintained by an employer if the employer maintains a plan under 

 


- 47 -









	
  

 	
  

 
	
  

 	
 which the participant had accrued a benefit while performing services
 for the former employer, but only if that benefit is provided under the plan
 maintained by the employer. For this purpose, the formerly affiliated plan
 rules in Regulation §1.415(f)-1(b)(2) apply as if the employer and the
 predecessor employer constituted a single employer under the rules described
 in Regulation §§1.415(a)-1(f)(1) and (2) immediately prior to the cessation
 of affiliation (and as if they constituted unrelated employers under the
 rules described in Regulation §§1.415(a)-1(f)(1) and (2) immediately after
 the cessation of affiliation), and cessation of affiliation was the event
 that gives rise to the predecessor employer relationship, such as a transfer
 of benefits or of plan sponsorship.

 
	
  

 	
  

 
	
  

 	
           (2) With
 respect to an employer of a Participant, a former entity that antedates the
 employer is a “predecessor employer” with respect to the Participant if,
 under the facts and circumstances, the employer is a continuation of all or a
 portion of the trade or business of the former entity for which the
 Participant performed services.

 


          (b) For
purposes of aggregating plans under Code Section 415, a “formerly affiliated
plan” of an employer is taken into account for purposes of applying the Code
Section 415 limitations to the employer, but the formerly affiliated plan is
treated as if it had terminated immediately prior to the “cessation of
affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of
an employer is a plan that, immediately prior to the cessation of affiliation,
was actually maintained by one or more of the entities that constitute the
employer (as determined under the employer affiliation rules described in
Regulation §§1.415(a)-1(f)(1) and (2)), and immediately after the cessation of
affiliation, is not actually maintained by any of the entities that constitute
the employer (as determined under the employer affiliation rules described in
Regulation §§1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a
“cessation of 


- 48 -





affiliation” means the event that causes an entity to no longer be
aggregated with one or more other entities as a single employer under the
employer affiliation rules described in Regulation §§1.415(a)-1(f)(1) and (2)
(such as the sale of a subsidiary outside a controlled group), or that causes a
plan to not actually be maintained by any of the entities that constitute the
employer under the employer affiliation rules of Regulation §§1.415(a)-1(f)(1)
and (2) (such as a transfer of plan sponsorship outside of a controlled group).


          (c) Two or
more defined contribution plans that are not required to be aggregated pursuant
to Code Section 415(f) and regulations thereunder as of the first day of a
Limitation Year do not fail to satisfy the requirements of Code Section 415
with respect to a Participant for the Limitation Year merely because they are aggregated
later in that Limitation Year, provided that no annual additions are credited
to the Participant’s account after the date on which the plans are required to
be aggregated.


- 49 -





ARTICLE V


DISTRIBUTIONS


5.1 Normal
Retirement


          Upon the retirement
of a Participant on or after attaining his Normal Retirement Age, the value of
his entire Account (as determined under Section 4.2) automatically shall become
100% vested and shall become payable as soon as administratively feasible
following his retirement. The Plan Administrator shall thereupon direct the
Trustee to distribute to the retiring Participant such amount in accordance
with Section 5.6.


5.2 Disability


          Upon the
Total and Permanent Disability of a Participant prior to his Severance from
Service Date, the value of his entire Account (as determined under Section 4.2)
automatically shall become 100% vested. As soon as administratively feasible
following a Participant’s Total and Permanent Disability, the Plan
Administrator shall direct the Trustee to distribute to the Participant such
amount in accordance with Section 5.6. Notwithstanding the preceding sentence,
pursuant to Section 5.7(b), consent of the Participant may be required before
distribution can be made.


5.3 Death
Before Retirement or Severance from Employment


          (a) Upon
the death of a Participant before his Severance from Service Date, the value of
his entire Account (as determined under Section 4.2) automatically shall become
100% vested and shall become payable in accordance with subsection (b). The
Plan Administrator shall direct the Trustee to distribute to his Beneficiary
such amount in accordance with Section 5.6. After his death and before
distribution of his Account balance, his Beneficiary is entitled to select the
Investment Options in which the Account will be invested in accordance with the
rules then applicable to Participant selection of Investment Options.


- 50 -





          (b) The
Beneficiary shall receive the value of the Account (other than the Money
Purchase Pension Plan Sub-Account, if any, and any other sub-account
attributable to a money purchase pension plan as indicated in Appendix B or
Appendix C) in a lump sum or in installments under Section 5.6(c) as soon as
administratively feasible, unless the Beneficiary defers the distribution
subject to Section 5.8(c). The provisions of Appendix D apply to the Money
Purchase Pension Plan Sub-Account (and any other sub-account attributable to a
money purchase pension plan as indicated in Appendix B or Appendix C) if a
Participant dies with his surviving spouse as Beneficiary.


5.4 Death
After Retirement or Severance from Employment


          (a) Upon
the death of a Participant who has retired or otherwise severed from employment
but who has not received (or begun receiving) his benefit pursuant to the Plan,
the value of the vested portion of his Account (as determined under Sections
5.5(b)(2) and 4.2) shall become payable in accordance with subsection (b). For
a Participant who has begun benefit payments under the Plan, the provisions of
such form of distribution shall control payments upon his death. After his
death and before distribution of his entire vested Account balance, his
Beneficiary is entitled to select the Investment Options in which the Account
will be invested in accordance with the rules then applicable to Participant
selection of Investment Options.


          (b) The
Beneficiary shall receive the value of the vested portion of the Account (other
than the Money Purchase Pension Plan Sub-Account, if any, and any other
sub-account attributable to a money purchase pension plan as indicated in
Appendix B or Appendix C) in a lump sum or in installments under Section 5.6(c)
as soon as administratively feasible, unless the Beneficiary defers the distribution
subject to Section 5.8(c). The provisions of Appendix D apply to the Money
Purchase Pension Plan Sub-Account (and any other sub-account attributable 


- 51 -





to a money purchase pension plan as indicated in Appendix B or Appendix
C) if a Participant dies with his surviving spouse as Beneficiary.


5.5 Severance
from Employment


          (a)
Reduction-in-Force — Upon the termination of employment of a Participant due to
a reduction-in-force, as determined by the Plan Administrator, the value of his
entire Account (as determined under Section 4.2) automatically shall become
100% vested. 


	
  

 	
  

 
	
  

 	
 (b) (1) Upon
 his severance from employment for any reason other than retirement under
 Section 5.1; disability under Section 5.2; death under Section 5.3;
 reduction-in-force under subsection (a) above; or a termination, partial
 termination or deemed partial termination of the Plan under Section 9.2, a
 Participant shall be entitled to a distribution of the value of the vested
 portion of his Account (as determined under paragraph (b)(2) below and
 Section 4.2).

 
	
  

 	
  

 
	
  

 	
           As soon
 as administratively feasible following a Participant’s severance from
 employment, the Plan Administrator shall direct the Trustee to distribute to
 such Participant the value of the vested portion of his Account.
 Notwithstanding the preceding sentence, pursuant to Section 5.7(b), consent
 of the Participant may be required before distribution can be made. However,
 if a Participant who severed his employment with an Employer is reemployed by
 an Employer or an Affiliate prior to receiving a distribution of his Account,
 he shall not be entitled to a distribution as provided in this Section 5.5
 due to such severance, but shall be entitled to a distribution as determined
 herein upon a subsequent severance from employment for any reason.

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2) (A) A Participant
 always has a 100% vested percentage in his Employee Pre-Tax Contributions,
 Rollover Contributions, Employer Matching, Money Purchase Pension Plan, Vested
 Quest Diagnostics Common Stock 

 


- 52 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dividend and Vested Money Purchase Pension Plan Dividend
 Sub-Accounts, as applicable.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) A
 Participant shall have a vested percentage in the balance of his Employer
 Prior Plan Matching Contributions made before 2009 determined in accordance
 with the following schedule:

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
  

 	
 Vested Interest

 
	

 


 	
  

 	
  

 	

 


 
	
 Less than 1 year

 	
  

 	
  

 	
 0

 	
 %

 
	
 1 but less than 2 years

 	
  

 	
  

 	
 20

 	
 %

 
	
 2 but less than 3 years

 	
  

 	
  

 	
 40

 	
 %

 
	
 3 but less than 4 years

 	
  

 	
  

 	
 60

 	
 %

 
	
 4 but less than 5 years

 	
  

 	
  

 	
 80

 	
 %

 
	
 5 or more years

 	
  

 	
  

 	
 100

 	
 %

 





	
  
 	 	
  
 
	
  
 	 	
           (C)
 A Participant shall have a vested percentage in the balance of Employer
 Discretionary Contributions (if any) made after 2008 determined in accordance
 with the following schedule:
 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
  

 	
 Vested Interest

 
	

 


 	
  

 	
  

 	

 


 
	
 Less than 2 years

 	
  

 	
  

 	
 0

 	
 %

 
	
 2 but less than 3 years

 	
  

 	
  

 	
 20

 	
 %

 
	
 3 but less than 4 years

 	
  

 	
  

 	
 40

 	
 %

 
	
 4 but less than 5 years

 	
  

 	
  

 	
 60

 	
 %

 
	
 5 but less than 6 years

 	
  

 	
  

 	
 80

 	
 %

 
	
 6 or more years

 	
  

 	
  

 	
 100

 	
 %

 





	
  
 	 	
  
 
	
  
 	 	
           (D)
 Notwithstanding the foregoing, if a Participant is employed by an Employer or
 an Affiliate on the date he attains his Normal Retirement Age, the date of
 determination of his Disability or the date he dies, he shall be 100% vested
 in his entire Account.
 


          (c) In
General — Any portion of a Participant’s Account in which he is not vested upon
his Severance from Service Date for any reason will be forfeited as of the
earlier of:


- 53 -









	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 the last day of the Plan Year in which the Participant incurs five
 (5) consecutive One-Year Periods of Severance; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 the distribution of the balance of the Participant’s entire vested
 Account.

 


                    For
purposes of paragraph (2) above, a terminated Participant who has no vested benefit
in his Account (other than a Rollover Contributions Sub-Account) is deemed to
have received a distribution of the balance of his entire vested Account as of
his Severance from Service Date.


          (d)
Withdrawal of Vested Portion — If a withdrawal is made at a time when a
Participant has a vested right to less than 100% of the value of his entire
Account and the non-vested portion of his Account has not yet been forfeited
pursuant to paragraph (c) above:


	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 separate sub-accounts shall be established for the Participant’s
 interest in his non-vested sub-accounts as of the time of distribution; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 at any relevant time the Participant’s vested portion of the separate
 sub-accounts shall be an amount (“X”) determined by the formula:

 
	
  

 	
  

 	
  

 
	
 X=P(AB+ (RxD))-(RxD).

 
	
  

 	
  

 	
  

 
	
  

 	
 For purposes of the above formula: P is the vested percentage at the
 relevant time; AB is the particular sub-account balance at the relevant time;
 D is the amount of the distribution; and R is the ratio of such sub-account
 balance at the relevant time to such sub-account balance after distribution.

 


          (e)
Application of Forfeitures — Forfeitures occurring during the Plan Year first
shall be used to reinstate previously forfeited sub-accounts of reemployed
Participants, if any, and any remaining forfeitures then will be used either to
reduce Employer Contributions (only Employer Discretionary Contributions (if
any), effective January 1, 2011) to the Plan or to pay Plan expenses.


- 54 -





          (f) Restoration of Forfeitures




	
  

 	
  

 
	
  

 	
           (1)
 Notwithstanding anything herein to the contrary, if a Participant forfeits
 any portion of his Account pursuant to this Section but returns to the employ
 of an Employer or an Affiliate, the amount forfeited will be recredited to
 his Account if he repays to the Plan the full amount of the prior
 distribution from his Account, without interest, prior to the earlier of:

 






	
  

 	
  

 
	
  

 	
 (A) five (5)
 consecutive One-Year Periods of Severance; or

 
	
  

 	
  

 
	
  

 	
 (B) the 5th
 anniversary of his Reemployment Commencement Date.

 





	
  

 	
  

 
	
  

 	
           In the
 case of a Participant whose Severance from Service Date occurred prior to his
 earning a vested interest in his Account (other than a Rollover Contributions
 Sub-Account) and who was deemed to have received a distribution of such vested
 interest under paragraph (c) above, the amount forfeited will be recredited
 to his Account if he is reemployed by an Employer or an Affiliate prior to
 incurring five (5) consecutive One-Year Periods of Severance.

 
	
  

 	
  

 
	
  

 	
           (2) A
 Participant’s vested percentage in the amount recredited under this paragraph
 (f) will thereafter be determined under the terms of the Plan as if no
 forfeiture had previously occurred. The monies required to effect the
 restoration of a Participant’s Accounts shall come from other Participant’s
 Accounts forfeited in accordance with this Section or, if necessary,
 additional Employer contributions.

 


          (g) If the
Plan’s vesting schedule is amended, or the Plan is amended in any way that
directly or indirectly affects the computation of a Participant’s vested
percentage, each Participant who has completed three (3) or more Years of
Vesting Service, may elect, within the period described below, to have his
vested percentage determined without regard to such 


- 55 -





amendment or change. The period referred to in the preceding sentence
will begin on the date the amendment of the vesting schedule is adopted and
will end 60 days thereafter or, if later, 60 days after the later of:


                    (1)
the date on which such amendment becomes effective; and


                    (2)
the date on which the Participant is issued written notice of such amendment by
the Plan Administrator.


          For
purposes of this subsection (g), a Participant will be considered to have completed
three (3) Years of Service if he has completed three (3) Years of Service,
whether or not consecutive, without regard to the exceptions contained in Code
Section 411(a)(4).


5.6 Method
of Payment


          (a) Normal
Form


	
  

 	
  

 
	
  

 	
           (1) The
 normal form of distribution under the Plan is a lump sum. All Participants
 are subject to this paragraph except such Participants as described in
 paragraph (3) who have a portion of their vested Account attributable to the
 Money Purchase Pension Plan Sub-Account (or any other sub-account
 attributable to a money purchase pension plan as indicated in Appendix B or
 Appendix C). Lump sum payments from investments held in the Quest Diagnostics
 Incorporated Stock Fund may be distributed in cash or in Quest Diagnostics Common
 Stock, at the election of the Participant. In the absence of a valid election
 on the part of the Participant, payments from investments held in the Quest
 Diagnostics Incorporated Stock Fund will be distributed in cash. Payments
 from other investments will be made only in cash.

 
	
  

 	
  

 
	
  

 	
           (2)
 During the 180-day period ending on the day his distribution commences, a
 Participant may elect to have his Plan benefit paid in the normal form under
 paragraph (1) or in one of the options under subsection (c) in lieu of the
 normal form.

 


- 56 -









	
  

 	
  

 	
  

 
	
  

 	
 (b) Election Procedures

 
	
  

 	
  

 	
  

 
	
  

 	
           (1)
 During the 180-day period ending on the day his distribution commences, a
 Participant may elect to have his benefit hereunder paid in the normal form
 under subsection (a) or in one of the options under subsection (c) in lieu of
 the normal form.

 
	
  

 	
  

 	
  

 
	
  

 	
           (2) A
 Participant who desires to have his benefit hereunder paid under one of the
 options under subsection (c) shall make such an election by making an
 Appropriate Request. An election by a Participant to receive his retirement
 benefit under one of the options provided in subsection (c) may be revoked by
 such Participant at any time and any number of times during the 180-day
 period ending on the day his benefit payments commence. After retirement
 benefit payments have commenced, no elections or revocations of an optional
 method will be permitted under any circumstances.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c) Available Options

 
	
  

 	
  

 	
  

 
	
  

 	
           (1)
 Monthly, quarterly or annual installments from the Trust Fund over a period
 not to exceed the lesser of: (A) 10 years; or (B) the life expectancy of the
 Participant or the joint life expectancies of him and his Beneficiary, in
 either case determined at the time payments commence. Life expectancies shall
 be determined when payments commence and shall not thereafter be
 recalculated. Installment payments shall be made pro-rata from the various
 sub-accounts within his Account.

 
	
  

 	
  

 	
  

 
	
  

 	
           (2) An
 annuity contract, purchased from an insurance company (or similar source) by
 the Investment Committee utilizing the value of the vested portion of the
 Participant’s Account, which provides for equal monthly payments over his
 lifetime and which contains such other terms and provisions as may be
 approved in writing by him or as may be required under applicable
 Regulations.

 



- 57 -









	
  

 	
  

 
	
  

 	
           (3) An
 annuity contract, purchased from an insurance company (or similar source) by
 the Investment Committee utilizing the value of the vested portion of the
 Participant’s Account, which provides for equal monthly payments over his
 lifetime and for such monthly payments (or one-half (1⁄2) or three-quarters(3⁄4)
 thereof) to be continued after his death to his Beneficiary over the lifetime
 of the Beneficiary. If his Beneficiary is not living at the time of his
 death, no additional benefit shall be payable hereunder. Such annuity
 contract shall contain such other terms and provisions as may be approved in
 writing by him or as may be required under applicable Regulations.

 
	
  

 	
  

 
	
  

 	
           (4) An
 annuity contract, purchased from an insurance company (or similar source) by
 the Investment Committee utilizing the value of the vested portion of the
 Participant’s Account, which provides for equal monthly payments over his
 lifetime and in the event of his death before 120 monthly payments have been
 made, such payments shall be continued to his Beneficiary until the remainder
 of the 120 monthly payments have been made. Such annuity contract shall
 contain such other terms and provisions as may be approved in writing by him
 or as may be required under applicable Regulations. (This option is not
 available to a Beneficiary.)

 
	
  

 	
  

 
	
 5.7 Cash-Outs;
 Consent

 



          (a) If a
Participant retires under Section 5.1, becomes disabled under Section 5.2 or
severs from employment under Section 5.5 and the value (as determined under
Section 4.2) of the vested portion of his Account does not exceed $1,000 as of
the first Valuation Date (and its confirmation date) thereafter upon which such
Account is valued for purposes of determining if it exceeds $1,000, the Plan
Administrator shall direct the Trustee to distribute to him such amount in
accordance with Section 5.6(a) as soon as administratively feasible following
such Valuation Date (and its confirmation date). If the value of the vested
portion of his Account 


- 58 -





exceeds $1,000 upon such Valuation Date (or its confirmation date), but
is $1,000 or less as of any subsequent Valuation Date upon which such Account
is valued for purposes of determining if it exceeds $1,000, the Plan
Administrator shall direct the Trustee to distribute to him such amount in
accordance with Section 5.6(a) as soon as administratively feasible following
such Valuation Date. For purposes of this Section 5.7(a), the value of a
Participant’s Account shall be determined by including that portion of the
account that is attributable to rollover contributions (and earnings
attributable thereto) within the meaning of Code Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). 


          (b) If a
Participant becomes disabled under Section 5.2 or severs from employment under
Section 5.5 and the value (as determined under Section 4.2) of the vested
portion of his Account exceeds $1,000 (and such value exceeds $1,000 as of each
subsequent Valuation Date (or its confirmation date) upon which such Account is
valued for purposes of determining if it exceeds $1,000), then no distribution
shall be made prior to his “required beginning date” under Section 5.8(f)(5)
unless he consents to the making of such distribution through an Appropriate
Request. Distribution shall commence no later than 90 days from the date his
written consent is obtained. He shall be given a notice of the right to defer
any distribution until his “required beginning date” under Section 5.8(f)(5).
Such notification shall be addressed no less than 30 days and no more than 180
days prior to the date distribution commences. Notwithstanding the preceding
sentence, distribution may commence less than 30 days after the notification
was addressed, as long as the notification informs him that he has a right to a
period of at least 30 days after receiving the notice to consider the decision
of whether or not to elect a distribution.


5.8 Payment
of Benefits


          (a) Except
as provided in subsection (b), in the event a Participant’s Account shall be
due and payable under this Article V and he has not elected otherwise in
accordance with the 


- 59 -





Plan, the payment to him of his Account shall begin not later than 60
days after the close of the Plan Year in which occurs the latest of:


	
  

 	
  

 	
  

 
	
  

 	
 (1) the date
 on which he attains age 65;

 
	
  

 	
  

 	
  

 
	
  

 	
 (2) the 10th
 anniversary of the date on which he commenced participation in the Plan; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (3) his
 severance from employment with the Employer.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
           (b) The
 requirements of subsections (b) – (f) of this Section 5.8 will apply for
 purposes of determining required minimum distributions and will take
 precedence over any inconsistent provisions of the Plan. All distributions
 required under subsections (b) – (f) will be determined and made in
 accordance with the Regulations under Code Section 401(a)(9) and the minimum
 distribution incidental benefit requirements of Code Section 401(a)(9)(G).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 (1) The Participant’s entire interest will be, or will begin to be,
 distributed to him no later than his required beginning date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (2) As of
 the first distribution calendar year, distributions, if not made in a
 single-sum, may be made only over one of the following periods (or a
 combination thereof):

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A) his life;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B) the lives of him and his designated beneficiary;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C) a period certain not extending beyond his life expectancy; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D) a
 period certain not extending beyond the joint and last survivor expectancy of
 him and his designated beneficiary.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (3) If he
 dies before distributions begin, his entire interest will be, or will begin
 to be, distributed no later than as follows:

 


- 60 -









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A) If
 his surviving spouse is his sole designated beneficiary, then except as
 provided in (D) below, distributions to the surviving spouse will begin by
 December 31 of the calendar year immediately following the calendar year in
 which he died, or by December 31 of the calendar year in which he would have
 attained age 701⁄2, if later.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) If
 his surviving spouse is not his sole designated beneficiary, distributions to
 the designated beneficiary will begin by December 31 of the calendar year
 immediately following the calendar year in which he died.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C) If
 there is no designated beneficiary as of the date of his death who remains a
 beneficiary as of September 30 of the year following the year of his death,
 his entire interest will be distributed by December 31 of the calendar year
 containing the fifth anniversary of his death.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D) If
 his surviving spouse is his sole designated beneficiary and the surviving
 spouse dies after him but before distributions to the surviving spouse begin,
 this paragraph (3), other than subparagraph (A), will apply as if the
 surviving spouse were the Participant.

 
	
  

 	
  

 	
  

 
	
  

 	
           For
 purposes of this subsection (c)(3) and subsection (e), unless subparagraph
 (D) above applies, distributions are considered to begin on his required
 beginning date. If distributions under an annuity purchased from any
 insurance company irrevocably commence to him before his required beginning
 date (or to his surviving spouse before the date distributions are required
 to begin under subparagraph (A)), the date distributions are considered to
 begin is the date distributions actually commence.

 


- 61 -









	
  

 	
  

 	
  

 
	
  

 	
           (4)
 Unless his interest is distributed in the form of an annuity purchased from
 an insurance company or in a single sum on or before the required beginning
 date, as of the first distribution calendar year distributions will be made
 in accordance with subsections (d) and (e) of this Section 5.8. If his
 interest is distributed in the form of an annuity purchased from an insurance
 company, distributions thereunder will be made in accordance with the
 requirements of Code Section 401(a)(9) and Regulations thereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d) (1)
 During the Participant’s lifetime, the minimum amount that will be
 distributed for each distribution calendar year is the lesser of:

 





	
  

 	
  

 	
  

 
	
  

 	
           (A) the
 quotient obtained by dividing his account balance by the distribution period
 in the Uniform Lifetime Table in Regulation §1.401(a)(9)-9, using his age as
 of his birthday in the distribution calendar year; or

 
	
  

 	
  

 	
  

 
	
  

 	
           (B) if
 his sole designated beneficiary for the distribution calendar year is his
 spouse, the quotient obtained by dividing his account balance by the number
 in the Joint and Last Survivor Table in Regulation §1.401(a)(9)-9, using
 their attained ages as of their birthdays in the distribution calendar year.

 






	
  

 	
  

 	
  

 
	
  

 	
           (2)
 Required minimum distributions will be determined under this subsection (d)
 beginning with the first distribution calendar year and up to and including
 the distribution calendar year that includes the date of his death.

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 (1)

 	
 (A) If the Participant dies on or after the date required
 distributions begin and there is a designated beneficiary, the minimum amount
 that will be distributed for each distribution calendar year after the year
 of his death is the quotient obtained by dividing his account balance by the
 longer of 

 


- 62 -









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 his remaining life expectancy or the remaining life expectancy of his
 designated beneficiary, determined as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i) 

 	
 His remaining life expectancy is calculated using his age in the
 year of death, reduced by one for each subsequent year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii) 

 	
 If his surviving spouse is his sole designated beneficiary, the
 remaining life expectancy of the surviving spouse is calculated for each
 distribution calendar year after the year of his death using the surviving
 spouse’s age as of the spouse’s birthday in that year. For distribution
 calendar years after the year of the surviving spouse’s death, the remaining life
 expectancy of the surviving spouse is calculated using the age of the
 surviving spouse as of the spouse’s birthday in the calendar year of the
 spouse’s death, reduced by one for each subsequent calendar year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

 	
  If his surviving spouse is not his sole designated beneficiary,
 the designated beneficiary’s remaining life expectancy is calculated using
 the age of the beneficiary in the year following the year of his death,
 reduced by one for each subsequent year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) If the
 Participant dies on or after the date required distributions begin and there
 is no designated beneficiary as of his death who remains a beneficiary as of
 September 30 of the year after the year of his death, the minimum amount that will be distributed
 for each distribution calendar year after

 


- 63 -









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the year of his death is the
 quotient obtained by dividing his account balance by his remaining life
 expectancy calculated using his age in the year of death, reduced by one for
 each subsequent year.

 
	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 (A) Except as provided in subsection (c)(5), if the Participant dies
 before the date required distributions begin and there is a designated
 beneficiary, the minimum amount that will be distributed for each
 distribution calendar year after the year of his death is the quotient
 obtained by dividing his account balance by the remaining life expectancy of
 his designated beneficiary, as determined under subsection (e)(1).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B) If he dies before the date required distributions begin and there
 is no designated beneficiary as of his death who remains a beneficiary as of
 September 30 of the year following the year of his death, distribution of his
 entire interest will be completed by December 31 of the calendar year
 containing the fifth anniversary of his death.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C) If he dies before the date required distributions begin, his
 surviving spouse is his sole designated beneficiary, and the surviving spouse
 dies before distributions are required to begin to the surviving spouse under
 subsection (c)(2)(A), this subsection (e)(2) will apply as if the surviving
 spouse were the Participant.

 


          (f)
Notwithstanding Sections 5.8(c) – (e), a Participant or Beneficiary who would
have been required to receive required minimum distributions for 2009 but for
the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have
satisfied that requirement by receiving distributions that are (1) equal to the
2009 RMDs or (2) one or more payments in a 


- 64 -





series of substantially equal distributions (that include the 2009
RMDs) made at least annually and expected to last for the life (or life
expectancy) of the Participant, the joint lives (or joint life expectancy) of
the Participant and the Participant’s designated Beneficiary, or for a period
of at least 10 years (“Extended 2009 RMDs”), will receive those distributions
for 2009 unless the Participant or Beneficiary chooses not to receive such
distributions. Participants and Beneficiaries described in the preceding
sentence will be given the opportunity to elect to stop receiving the
distributions described in the preceding sentence. Further, and notwithstanding
Section 5.10(b)(1), for purposes of the direct rollover provisions of Section
5.10, 2009 RMDs and Extended 2009 RMDs (both as defined above) also will be
treated as eligible rollover distributions in 2009.


          (g) For
purposes of this Section 5.8, the following words and phrases shall have the
meanings indicated:


	
  

 	
  

 
	
  

 	
           (1) Designated
 beneficiary – The individual who is designated as the Beneficiary under
 Section 2.3 of the Plan and who is a designated beneficiary under Code
 Section 401(a)(9) and Regulation §1.401(a)(9)-1, Q&A 4.

 
	
  

 	
  

 
	
  

 	
           (2) Distribution
 calendar year – A calendar year for which a minimum distribution is
 required. For distributions beginning before the Participant’s death, the
 first distribution calendar year is the calendar year immediately preceding
 the calendar year that contains his required beginning date. For
 distributions beginning after his death, the first distribution calendar year
 is the calendar year in which distributions are required to begin pursuant to
 subsection (c)(3). The required minimum distribution for his first
 distribution calendar year will be made on or before his required beginning
 date. The required minimum distribution for other distribution calendar
 years, including the

 


- 65 -









	
  

 	
  

 
	
  

 	
 required minimum distribution for the distribution
 calendar year in which his required beginning date occurs, will be made on or
 before December 31 of that distribution calendar year.

 
	
  

 	
  

 
	
  

 	
           (3) Life
 expectancy – Life expectancy as computed by use of one of the following
 tables, as appropriate: (i) Single Life Table, (ii) Uniform Life Table, or
 (iii) Joint and Last Survivor Table, found in Regulation §1.401(a)(9)-9.

 
	
  

 	
  

 
	
  

 	
           (4) Account
 balance – The account balance as of the last Valuation Date in the
 calendar year immediately preceding the distribution calendar year (valuation
 calendar year) increased by the amount of any contributions made and
 allocated or forfeitures allocated to the account balance as of dates in the
 valuation calendar year after the Valuation Date and decreased by
 distributions made in the valuation calendar year after the Valuation Date.
 The account balance for the valuation calendar year includes any amounts
 rolled over or transferred to the Plan either in the valuation calendar year
 or in the distribution calendar year if distributed or transferred in the
 valuation calendar year.

 
	
  

 	
  

 
	
  

 	
           (5) Required
 beginning date – April 1 of the calendar year following the later of the
 calendar year in which the Participant attains age 701⁄2 or retires, except in
 the case of a Participant who is a 5% owner in which case it is April 1 of
 the calendar year following the calendar year in which he attains age 701⁄2.

 
	
  

 	
  

 
	
  

 	
           (6) 5%
 owner — A Participant is treated as a 5% owner for purposes of this
 Section if he is a 5% owner as defined in Code Section 416 at any time during
 the Plan Year ending with or within the calendar year in which he attains age
 701⁄2. Once required 

 



- 66 -









	
  

 	
  

 
	
  

 	
 distributions have begun to a 5% owner under this Section, they must
 continue to be distributed, even if he ceases to be a 5% owner in a
 subsequent year.

 


5.9 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 Plan Administrator, to have any
portion of an eligible rollover distribution paid in a direct rollover directly
to an eligible retirement plan specified by the distributee. For purposes of
this Section, the following terms have the meanings below:


	
  

 	
  

 	
  

 
	
  

 	
 (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: (i) 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; (ii) any distribution to the extent such distribution is
 required under Code Section 401(a)(9); (iii) a hardship distribution; (iv) a
 corrective distribution pursuant to Sections 4.1, 4.2, 4.3 or 4.7(b)(2);
 (v) a deemed distribution resulting from a defaulted loan under Section
 6.1 that is not also an offset distribution; (vi) any distribution that is
 reasonably expected to total less than $200 during a calendar year; (vii) 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); and (viii) any other distributions
 described in Regulation §1.402(c)-2. A portion of a distribution shall not
 fail to be an eligible rollover distribution merely because the portion
 consists of after-tax employee contributions which are not includible in
 gross income. 

 


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 However, such portion may be transferred only to an individual
 retirement account or annuity described in Code Sections 408(a) or (b), or to
 a qualified defined contribution plan described in Code Sections 401(a) or
 403(b) that agrees to account separately for amounts so transferred,
 including accounting separately for the portion of such distribution which is
 includible in gross income and the portion of such distribution which is not
 so includible. An “eligible rollover distribution” also includes a
 distribution to a non-spouse Beneficiary designated by a Participant in
 accordance with Section 2.3, provided the distribution otherwise qualifies as
 an eligible rollover distribution hereunder and the distribution is made to
 an eligible retirement plan.

 
	
  

 	
  

 	
  

 
	
  

 	
           (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), an annuity plan described in Code Section 403(a), an annuity
 contract described in Code Section 403(b), a qualified trust described in
 Code Section 401(a) 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 or political subdivision of a state and which
 agrees to account separately for amounts transferred into such plan from this
 Plan. The definition of eligible retirement plan also shall apply in the case
 of a distribution to a surviving spouse, or to a spouse or former spouse who
 is the alternate payee under a qualified domestic relations order as defined
 in Code Section 414(p). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 Effective January 1, 2009, an “eligible retirement plan” for a distributee
 who is a designated beneficiary (as defined by Code Section 401(a)(9)(E)) of
 the Participant and who is not the surviving spouse of the Participant is an
 individual retirement account described in Code Section 408(a) 

 


- 68 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) For
 eligible rollover distributions made after 2008 by a non-spouse designated
 beneficiary, an “eligible retirement plan” also includes a Roth IRA as
 described in Code Section 408A, provided that for eligible rollover
 distributions made in 2009, the same income and tax filing status
 restrictions that apply to a rollover from a traditional IRA into a Roth IRA
 also will apply to rollovers to a Roth IRA. A non-spouse designated
 beneficiary, other than a former spouse who is an alternate payee under a
 qualified domestic relations order, cannot elect to treat the Roth IRA as the
 beneficiary’s own. For taxable years beginning before January 1, 2010, a
 non-spouse designated beneficiary cannot make a qualified rollover
 contribution to a Roth IRA if the beneficiary has modified adjusted gross
 income exceeding $100,000 or is married and files a separate return.

 
	
  

 	
  

 	
  

 
	
  

 	
           (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.
 Effective January 1, 2009, a distributee also includes an individual who is a
 designated beneficiary (as defined by Code Section 401(a)(9)(E)) of the
 Participant and who is not the surviving spouse of the Participant. For
 purposes of this paragraph, to the extent provided in applicable regulations,
 a trust maintained for the benefit of one or more designated beneficiaries
 will be treated in the same manner as a designated beneficiary.

 


- 69 -









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (5) The Plan
 Administrator will adopt procedures for elections made pursuant to this
 Section. Within a reasonable period of time before payment of an eligible
 rollover distribution, the Plan Administrator will provide a notice to the
 distributee describing his rights under this Section and such other
 information as may be required under Code Section 402(f).

 
	
  

 	
  

 	
  

 
	
  

 	
           (6) This
 Section is intended to comply with Code Section 401(a)(31) and will be
 interpreted in accordance with such Code Section and regulations thereunder.

 


5.10 Payment
to Alternate Payee under QDRO


          (a)
Notwithstanding any other provision of this Plan, if the Plan Administrator
determines that a domestic relations order is a QDRO, unless the QDRO
specifically provides otherwise, the alternate payee specified in the QDRO may
elect, through an Appropriate Request, to receive a distribution of the amount
assigned to him in the QDRO in accordance with Section 5.6(a). The Plan
Administrator shall direct the Trustee to distribute to the alternate payee
such amount as soon as administratively feasible following receipt of an
Appropriate Request by the alternate payee. The Plan Administrator’s decision
whether a domestic relations order is a QDRO is final and conclusive. An
alternate payee for whom an Account is maintained under the Plan shall be
considered a Participant for purposes of, e.g., the investment of, and
designating a beneficiary for, his Account but shall not be eligible to have
contributions made on his behalf except as may become necessary under Section
3.11.


          (b)
Notwithstanding any other provision of the Plan, upon receipt of an executed
QDRO, upon receipt of a joinder that references the Plan, or upon direction
provided the Plan’s 


- 70 -





recordkeeper by the Plan Administrator, the Plan’s recordkeeper shall
place a disbursement restriction upon the Participant’s Account. The scope and
duration of such disbursement restriction shall be determined by procedures
adopted by the Plan Administrator and applied in a uniform and
nondiscriminatory manner.


          (c) An
administrative charge, in an amount determined by the Plan Administrator, may
be imposed on the Account of a Participant who is subject to a domestic
relations order and on the separate Account, if any, established on behalf of
the alternate payee specified in the order. Such charges shall be imposed
pursuant to procedures adopted by the Plan Administrator and applied in a
uniform and nondiscriminatory manner.


5.11 Distribution
upon Severance from Employment


          A Participant’s Employee Regular Pre-Tax Sub-Account and Employee
Pre-Tax Catch-Up Sub-Account may be distributed upon a “severance from
employment,” as such term is defined under Code Section 401(k)(2)(B)(i)(I).
However, such a distribution shall be subject to the other provisions of the
Plan regarding distributions.


5.12 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 of his
Account at any time prior to his Severance from Service Date. Such 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 Section 5.5(g) 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 


- 71 -





complete discharge of the Trustee, the Committee, the Plan
Administrator and the Trust Fund in respect to this Plan.


5.13 Restrictions
on Certain Distributions


          (a) Amounts
credited to a Participant’s Account attributable to Regular or Catch-up Pre-Tax
Contributions or Employer Matching Contributions are not distributable prior to
the earliest of the following events or other events permitted by the Code or applicable
Regulations:


	
  

 	
  

 
	
  

 	
           (1) his
 Severance from Service (regardless of when the Severance from Service
 occurred), Total and Permanent Disability or death;

 
	
  

 	
  

 
	
  

 	
           (2) his
 attainment of age 591⁄2;

 
	
  

 	
  

 
	
  

 	
           (3) his
 proven financial hardship under Section 6.2; or

 
	
  

 	
  

 
	
  

 	
           (4) the
 termination of the Plan without the establishment or maintenance by the
 Employer or an Affiliate of an alternative defined contribution plan as
 defined in Regulation §1.401(k)-1(d)((4)(i). A distribution that is made
 under this subparagraph (4) must be made in a lump-sum.

 


          (b)
Notwithstanding any provision of this Plan to the contrary, to the extent that
any optional form of benefit under this Plan permits a distribution prior to
the Participant’s retirement, death, Total and Permanent Disability or
Severance from Service Date and prior to Plan termination, the optional form of
benefit is not available with respect to benefits attributable to assets
(including the post-transfer earnings thereon) and liabilities that are
transferred, within the meaning of Code Section 414(l), to this Plan from a
money purchase pension plan qualified under Code Section 401(a) (other than any
portion of those assets and liabilities attributable to after-tax voluntary Employee
contributions or to a direct or indirect rollover contribution).


          (c) Nothing
in this Section shall preclude the Plan Administrator from making a
distribution to a Participant to the extent such distribution is determined by
the Plan 


- 72 -





Administrator to be necessary to correct a qualification defect in
accordance with the corrective procedures permissible under the EPCRS or any
other voluntary compliance program.


- 73 -






ARTICLE VI


LOANS AND WITHDRAWALS


6.1 Loans to Participants



          A
Participant who is a “party in interest” as defined in ERISA Section 3(14) may,
by making an Appropriate Request, request a loan from the Trust Fund. The
following additional rules shall apply: 


          (a)
Loans shall be made available to all eligible Participants on a reasonably
equivalent basis; provided that the Plan Administrator shall retain the power
to approve or decline a loan and may make reasonable distinctions based upon creditworthiness,
other obligations of the Participant, state laws affecting payroll deductions
and any other factors that may adversely affect the Employer’s ability to
deduct loan repayments from a Participant’s pay. 


          (b)
Effective for loans issued on or after July 15, 2009 and except with respect to
pre-existing loans transferred to or merged into this Plan, a Participant may
have only one (1) loan outstanding at any time. For purposes of this subsection
(b), a loan that is in default under subsection (e) is treated as outstanding. 


          (c)
The minimum new loan amount shall be $1,000. If a Participant’s vested Account
balance is insufficient to support the minimum loan amount loan because of the
restrictions below, no loan shall be made. The maximum amount of any loan, when
added to the outstanding balance of any existing loan from this Plan, shall be
the lesser of (1) or (2): 


	
  

 	
  

 
	
  

 	
           (1)
 $50,000, reduced by the excess of the highest outstanding balance of loans
 from the Plan during the one-year period ending on the day before the date
 the loan is made over the outstanding balance of loans from the Plan on the
 date the loan is made; or 

 
	
  

 	
  

 
	
  

 	
           (2)
 One-half (1⁄2) of the value of the vested portion of the Participant’s Account
 on the date the loan is made. 

 


- 74 -





          For
purposes of this limit, all plans of the Employer and its Affiliates shall be
considered one plan. For purposes of this subsection (c), a loan that is in
default under this Plan or another plan is treated as an existing loan, and
interest accrued on such loan since it was deemed in default is considered part
of the outstanding balance of such loan. 


          (d)
The Participant must agree in writing to pledge one-half (1⁄2) of the value (or,
if lesser, the borrowed amount) of the vested portion of his Account in the
Plan as security for the loan. All loans shall be repayable in substantially
level payments of principal and interest, not less frequently than quarterly,
over a period of not more than five (5) years, except that a loan used by the
Participant to acquire or construct any dwelling unit which within a reasonable
time is to be used (determined at the time the loan is made) as a principal
residence of the Participant shall be repayable over a period of not more than
ten (10) years. Notwithstanding the preceding provisions, loan repayments
during a period of Qualified Military Service will be suspended under this Plan
as permitted under Code Section 414(u)(4). 


          (e)
Any loans shall be made pursuant to a written Participant loan program
contained in a separate written document, which is hereby incorporated by
reference and made a part of the Plan. Such Participant loan program may be
modified or amended in writing from time to time by the Plan Administrator
without the necessity of amending this Section. Such loan program will include,
but need not be limited to, the following: 


                    (1)
the identity of the person or positions authorized to administer the
Participant loan program; 


                    (2)
the procedure for applying for loans; 


                    (3)
the basis on which loans will be approved or denied; 


                    (4)
limitations, if any, on the types and amounts of loans offered; 


- 75 -









	
  

 	
  

 
	
  

 	
           (5)
 the procedure for determining a reasonable rate of interest; 

 
	
  

 	
  

 
	
  

 	
           (6)
 the procedure for repayment of the loan, e.g., under what circumstances
 repayment by payroll deduction is not required and whether prepayment (full
 or partial) is permitted); and

 
	
  

 	
  

 
	
  

 	
           (7)
 the events constituting default and the steps that will be taken to preserve
 Plan assets. 

 


          (f)
A loan is considered a separate investment option of the Participant’s Account.
The amount of the loan shall be withdrawn from the investments in his Account
in accordance with such procedures as the Plan Administrator shall determine.
Payments of principal and interest against a loan shall be credited to the
investments in his Account in accordance with such procedures as the Plan
Administrator shall determine. 


          (g)
Notwithstanding anything in this Plan to the contrary, if a Participant
defaults on a loan made pursuant to this Section, the loan default will be a
distributable event to the extent permitted by the Code and Regulations. 


          (h)
The Plan Administrator shall apply the provisions of this Section in a uniform
and nondiscriminatory manner that is not inconsistent with Regulations
§2550.408b-1. 


          (i)
A married Participant with a sub-account arising from a money purchase pension
plan may not make a loan under this Section 6.1 from such sub-account or from
the Vested Money Purchase Pension Plan Dividend Sub-Account unless, during the
180-day period ending on the date on which the loan is secured, his spouse has
filed a written consent to such loan with the Plan Administrator, which consent
shall be notarized or witnessed by a representative of the Plan Administrator,
and shall acknowledge the effect of the loan. 


- 76 -





          (j)
Notwithstanding anything in this Section to the contrary, loans made prior to
the Effective Date shall be subject to the terms of the Plan (or the Prior
Plan) and the loan program in effect at the time such loan was made. 


6.2 Hardship Withdrawals


          (a)
Upon making an Appropriate Request, and with the approval of the Plan
Administrator, a Participant shall be allowed to withdraw all or part of the
value of his Account while still employed by the Employer. Withdrawn amounts
may not be repaid to the Trust Fund. Withdrawals shall be charged against the
available sub-accounts within the Account in such order as the Plan
Administrator may determine. Within each sub-account, withdrawals shall be
charged against the separate Investment Options under such procedures as the
Plan Administrator may determine. 


          (b)
A Participant may make a withdrawal under this Section 6.2 only if the
withdrawal is made on account of his immediate and heavy financial need, as
determined under subsection (c)(1), and is necessary to satisfy such need, as
determined under subsection (c)(2). The determination of the existence of
financial hardship and the amount necessary to be withdrawn to satisfy the
immediate financial need created by the hardship shall be made by the Plan
Administrator in a uniform and nondiscriminatory manner, in accordance with the
standards and restrictions set forth in subsection (c) below. A Participant
requesting a withdrawal hereunder may be required to submit whatever
documentation the Plan Administrator, in its sole discretion, deems necessary
to establish the existence of a financial hardship and the amount necessary to
be withdrawn to satisfy the need created by the hardship. 


	
  

 	
  

 
	
  

 	
 (c)
 (1) Immediate and heavy financial need. A withdrawal will be
 considered to be made on account of an immediate and heavy financial need of
 the Participant for purposes of subsection (b) only if it is for: 

 


- 77 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 Expenses of him, his spouse, children or dependents (as defined in Code
 Section 152 without regard to Code Sections 152(b)(1), (b)(2) and (d)1)(B))
 for (or necessary to obtain) medical care that would be deductible under Code
 Section 213(d) (determined without regard to whether the expenses exceed 7.5%
 of adjusted gross income); 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 Costs directly related to the purchase or construction of his principal
 residence (excluding mortgage payments); 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 Payment of tuition, related educational fees and room and board expenses for
 up to the next twelve (12) months of post-secondary education for him, his
 spouse, children, or dependents (as defined in Code Section 152 without
 regard to Code Sections 152(b)(1), (b)(2) and (d)1)(B)); 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 Payments necessary to prevent his eviction from his principal residence or
 foreclosure on the mortgage of his principal residence; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (E)
 Payments for burial or funeral expenses for his deceased parent, spouse,
 children, or dependents (as defined in Code Section 152 without regard to
 Code Section 152(d)(1)(B)); or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (F)
 Expenses for the repair of damage to his principal residence that would
 qualify for the casualty deduction under Code Section 165 (determined without
 regard to whether the loss exceeds 10% of his adjusted gross income). 

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 Amount necessary to satisfy the need. A withdrawal will be considered
 to be in an amount necessary to satisfy a Participant’s need under paragraph
 (1) for purposes of subsection (b) only if: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 It does not exceed the amount of the need under paragraph (1); 

 


- 78 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 He has obtained all non-hardship distributions and non-taxable loans he is
 eligible for, and is able to provide collateral for, under any plan the
 Employer or an Affiliate may sponsor (including this Plan); and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 He may not make any Employee Pre-Tax Contributions under Section 3.1 for a
 period of six (6) months after his withdrawal, nor may he make any other
 elective contributions to any plan of the Employer or an Affiliate as described
 in Regulation §1.401(k)-1(d)(2)(iv)(B)(4). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 Notwithstanding subparagraphs (A) through (C), his withdrawal may be
 considered to be in an amount necessary to satisfy a need under paragraph (1)
 if it satisfies a method prescribed under Regulation
 §1.401(k)-1(d)(2)(iv)(C). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (E)
 A Participant may make a hardship withdrawal under Sections 6.2(c)(1)(A), (C)
 and (E) as it relates to his “primary Beneficiary” in the same manner as a
 hardship withdrawal for a spouse or other dependent if such hardship
 withdrawal satisfies all the requirements of this Section. For this purpose,
 a “primary Beneficiary” is an individual named as a Beneficiary who has an
 unconditional right to all or a portion of the Participant’s Account upon his
 death. 

 
	
  

 	
  

 	
  

 
	
           (d)
 In addition to the amount necessary to meet the immediate financial need
 created by the hardship, the Participant also may withdraw an amount
 necessary to pay any federal, state or local income taxes or penalties
 reasonably anticipated to result from the distribution. 

 
	
  

 	
  

 	
  

 
	
           (e)
 A Participant’s hardship withdrawal under this Section 6.2 may not be made
 from a sub-account arising from a money purchase pension plan, qualified
 matching or safe harbor matching contributions, qualified non-elective
 contributions, the Vested Money Purchase Pension Plan Dividend Sub-Account
 or, with respect to sub-accounts arising from employee pre-

 


- 79 -





tax contributions, earnings
thereon allocated to such sub-accounts as of a date after December 31, 1988. 


6.3 Non-Hardship
Withdrawals


          (a)
A Participant who remains employed by an Employer or an Affiliate after his
Normal Retirement Date may elect, as provided in this Section, to receive
distribution of all or any part of his Account in the form provided under
Article V at any time following such date. 


          (b)
A Participant who is employed by an Employer or an Affiliate and who has
attained age 591⁄2 may elect, as provided in this Section, to make a cash
withdrawal from his vested Account, other than his Money Purchase Pension Plan
Sub-Account, any other sub-account attributable to a money purchase pension
plan as indicated in Appendix B or Appendix C or any other sub-account so
identified in Appendix C. 


          (c)
A Participant may at any time make an Appropriate Request to withdraw all or
part of his Prior Plan Rollover Contributions Account. 


          (d)
Any withdrawal elected pursuant to this Section 6.3 shall be made through an
Appropriate Request, and shall be paid as soon as administratively feasible
following receipt of the Appropriate Request. Withdrawn amounts may not be
repaid to the Trust Fund. 


          (e)
Withdrawals shall be charged against the available sub-accounts within the
Account in such order as the Plan Administrator shall determine. Within each
sub-account, withdrawals shall be charged against the separate Investment
Options under such procedures as the Plan Administrator may determine. 


6.4 Withdrawal of
Dividends


          (a)
Under procedures established by the Plan Administrator, a Participant: 


	
  

 	
  

 
	
  

 	
           (1)
 may elect on a quarterly basis to receive a direct payment of any cash
 dividends on Quest Diagnostics Common Stock otherwise allocable to his
 Account; or 

 


- 80 -









	
  

 	
  

 
	
  

 	
           (2)
 may reinvest such cash dividends, in which case they shall be allocated to
 his Account. 

 


          If
a Participant who has not made an election under Article V to commence
receiving distribution of his Account does not file an election pursuant to subsection
(a)(1), he will be deemed to have elected reinvestment in accordance with
subsection (a)(2). If a Participant has made an election under Article V to
commence receiving distribution of his Account which is pending during the ten
(10) business day period which begins fifteen (15) business days prior to the
dividend payment date, and does not file an election pursuant to subsection
(a)(1), he will be deemed to have elected reinvestment in accordance with
subsection (a)(2) only with respect to the portion of his Account which is not
being distributed. If a Participant has made a request for a hardship
withdrawal pursuant to Section 6.2 which is pending during the ten (10)
business day period which begins fifteen (15) business days prior to the
dividend payment date or has had a hardship withdrawal approved during such
period, he will be deemed to have elected a direct cash payment in accordance
with subsection (a)(1) for that quarterly dividend payment and such election
will remain in effect for future cash dividend payments until changed. 


          In
no event shall any distribution of cash dividends on Quest Diagnostics Common
Stock paid into the Trust Fund be made pursuant to this Section 6.4 later than
90 days following the end of the Plan Year in which such dividends were paid
into the Trust Fund. 


          Stock
dividends on Quest Diagnostics Common Stock shall be reinvested in the Quest
Diagnostics Incorporated Stock Fund. 


          (b)
A Participant’s election to receive direct payment of dividends under Section
6.4(a)(1) must be made during the ten (10) business day period which begins
fifteen (15) business days prior to the dividend payment date. The dividends
with respect to which he may 


- 81 -





elect
a direct payment under Section 6.4(a)(1) are 100% of the cash dividends on
shares of Quest Diagnostics Common Stock in the Quest Diagnostics Incorporated
Stock Fund and allocated to his Account as of the record date for the dividend
(which, for Plan purposes, shall be determined on the “ex-dividend date,” e.g.,
three (3) business days prior to the record date), provided that the total cash
dividend that would be payable if he elected a direct payment of 100% of
dividends subject to his election must equal or exceed a de minimis amount. The
initial de minimis amount is $10, and may be increased in the discretion of the
Plan Administrator.  


          (c)
Any election under this Section 6.4 shall continue in effect until revoked
prospectively by the Participant. Any such election or revocation shall be made
at such time and in such manner as the Plan Administrator shall specify.


          (d)
If, with respect to any cash dividends declared on shares of Quest Diagnostics
Common Stock, Quest Diagnostics authorizes the direct payment under Section
6.4(a)(1) of less than 100% of such cash dividends, the Participant may elect,
in accordance with uniform procedures established by the Plan Administrator, a
direct payment under this Section 6.4 of such percentage. 


6.5 Certain Dividends


          (a)
Cash dividends on Quest Diagnostics Common Stock that are received on the
portion of a Participant’s Account other than the Money Purchase Pension Plan
Sub-Account (or any other sub-account attributable to a money purchase pension
plan as indicated in Appendix B or Appendix C) that are not fully vested, and
that are allocated to the Quest Diagnostics Incorporated Stock Fund, shall be
directed to the Vested Quest Diagnostics Common Stock Dividend Sub-Account when
received by the Trust Fund and shall be 100% vested upon receipt. 


          (b)
Cash dividends on Quest Diagnostics Common Stock that are received on the
portion of a Participant’s Money Purchase Pension Plan Sub-Account (or any
other sub-account 


- 82 -





attributable
to a money purchase pension plan as indicated in Appendix B or Appendix C) that
is not fully vested, and that are allocated to the Quest Diagnostics
Incorporated Stock Fund, shall be directed to the Vested Money Purchase Pension
Plan Dividend Sub-Account when received by the Trust Fund and shall be 100%
vested upon receipt. 


6.6 Qualified Reservist
Distribution


          (a)
Upon making an Appropriate Request, a Participant who is a member of a reserve
component or is ordered or called to active duty for a period in excess of 179
days or an indefinite period shall be allowed to withdraw all or part of the
value of his Account attributable to his Employee Pre-Tax Contributions. 


          (b)
In order to be eligible for a distribution described in a) above, the
Participant must be ordered or called-up to active duty after September 11,
2001. 


          (c)
The distribution under this Section must be made during the period beginning on
the date of such order or call and ending no later than the close of the period
of active duty. 


          (d)
Effective January 1, 2010, a Participant in Qualified Military Service for a
period of more than 30 days shall be deemed to have incurred a severance from
employment and may elect to receive a distribution from the Plan on account of
his severance from employment under Code Section 401(k)(2)(B)(i)(I). 


- 83 -





ARTICLE VII


TRUST FUND


7.1 Contributions 


          Contributions
by the Employer and Participants as provided for in Article III shall be paid
over to the Trustee. All Contributions shall be irrevocable, except as
otherwise provided in this Plan, and may be used only for the exclusive benefit
of Participants and their Beneficiaries or for the payment of reasonable
expenses of administering the Plan. 


7.2 Trustee


          (a)
Quest Diagnostics will maintain an agreement with the Trustee under which the
Trustee will receive, invest and administer as a trust fund Contributions made
under this Plan, and earnings or losses thereon, in accordance with the Trust
Agreement. Such Trust Agreement is incorporated by reference as a part of the
Plan, and the rights of all persons entitled to benefits hereunder are subject
to the terms of the Trust Agreement. The Trust Agreement specifically provides,
among other things, for the investment and reinvestment of the Trust Fund and
the income thereof, the management of the Trust Fund, the responsibilities and
obligations of the Trustee, removal of the Trustee and appointment of a
successor, accounting by the Trustee and the disbursement of the Trust Fund. No
Plan fiduciary, other than the Trustee itself, shall be liable for any act or
omission of any Trustee with respect to any duties allocated or delegated to
such Trustee. 


          (b)
Except to the extent provided in the Trust Agreement, the Trustee shall have no
authority to manage the Trust Fund. Participants may direct the investment of
amounts credited to their Accounts and future contributions to their Accounts
among the then-available Investment Options in accordance with Section 7.4. 


- 84 -





          (c)
Upon the direction of Quest Diagnostics, the Trustee shall maintain all or any
part of the Trust Fund in a master trust along with assets allocable to any
other tax-qualified employee pension benefit trust sponsored by Quest
Diagnostics or an Affiliate. Pursuant to such a master trust agreement, the
Trustee shall commingle such assets and make joint or common investments and
carry joint accounts on behalf of this Plan and such other trust or trusts,
allocating undivided shares or interests in such investments or accounts or any
pooled assets of the two or more trusts in accordance with their respective
interests, provided that the Trustee also shall maintain records of the
separate interests of each such trust participating in the master trust.  


7.3 Investment Options


          (a)
The Trust shall consist of such Investment Options as may be designated from
time to time by the Investment Committee. An Investment Option may consist of: 


	
  

 	
  

 
	
  

 	
           (1)
 an interest or interests in registered regulated investment companies
 (“mutual funds”) that are independent of, or proprietary to, the Trustee or
 its affiliates; or 

 
	
  

 	
  

 
	
  

 	
           (2)
 an interest or interests in a group, common or collective trust maintained
 for the collective investment of employee benefit plans qualified under Code
 Section 401(a) that is independent of, or proprietary to, the Trustee or its
 affiliates. If a group, common or collective investment fund or trust
 maintained by the Trustee (or other person) that may be invested in by a plan
 and trust qualified under Code Sections 401(a) and 501(a) is so used, the
 governing provisions of such fund or trust shall be incorporated by reference
 to the extent required by applicable law. 

 


          (b)
Notwithstanding anything in subsection (a) to the contrary, one of the
Investment Options shall be the Quest Diagnostics Incorporated Stock Fund
described in Section 7.5. 


- 85 -





7.4 Investment Direction
by Participants 


          (a)
Participants shall direct the investment of their Accounts and future contributions
to their Accounts among the then-available Investment Options in a manner
prescribed by the Plan Administrator or the recordkeeper, which directions
shall be in accordance with such rules and procedures as the Plan Administrator
or the recordkeeper may establish. It is intended that the Plan meet the
requirements of ERISA Section 404(c) and that it be construed, maintained and
administered as an “ERISA Section 404c plan” within the meaning of Regulation
§2550.404(c) –1(b)(1). Exchanges between Investment Options shall be subject to
any restrictions imposed by the Investment Options and such procedures as have
been adopted by the Plan Administrator or the recordkeeper. The Plan
Administrator or the recordkeeper may modify such procedures after providing
reasonable notification to Participants. Subject to such rules and procedures
as the Plan Administrator may establish, a Participant’s investment directions
shall remain in effect until changed by him. 


          (b)
In the absence of any valid Investment Option specification to the contrary, a
Participant’s Account automatically shall be invested in the applicable default
investment alternative specified by the Investment Committee. It is intended
that such default Investment Option(s) be a “qualified default investment
alternative” in compliance with ERISA Section 404(c)(5). Commencing on the date
that is thirty (30) days after the Employee’s date of hire with an Employer (or
such other date as the Plan Administrator shall designate), the Employee may
change his default Investment Option specification in accordance with
subsection (a). 


          (c)
A loan under Section 6.1 is considered a self-directed investment by the
borrower of the portion of his Account that is invested in the note reflecting
such loan that he executed in accordance with the provisions of Section 6.1.
Notwithstanding any other provision of the Plan 


- 86 -





to
the contrary, no Account other than the borrower’s Account shall share in the
interest paid on the loan or bear any expense or loss incurred because of the
loan.


          (d)
The Plan Administrator may provide that any transactional costs or charges
imposed or incurred for an Investment Option shall be charged to the Account of
the Participant directing such investment. Transactional costs and charges
shall include, but are not limited to, charges for the acquisition, sale or
exchange of assets, brokerage commissions, service charges and professional
fees. 


          (e)
A Participant may not elect to have more than twenty-five percent (25%) of
Contributions on his behalf on a pay period basis allocated to the Quest
Diagnostics Incorporated Stock Fund. If twenty-five percent (25%) or more of
the value of a Participant’s Account is attributable to an investment in the
Quest Diagnostics Incorporated Stock Fund, no future investments into the Quest
Diagnostics Incorporated Stock Fund will be permitted until the investment in
the Quest Diagnostics Incorporated Stock Fund comprises less than twenty-five
percent (25%) of the value of his Account. Future investments into the Quest
Diagnostics Incorporated Stock Fund then will be permitted, subject to the
preceding sentences of this paragraph (e). Notwithstanding the preceding
sentences of this paragraph (e), to the extent any portion of the Employer
Matching Contribution or of any Employer Discretionary Contribution is made in
Quest Diagnostics Common Stock, that portion shall be invested as a
contribution in-kind to the Quest Diagnostics Incorporated Stock Fund. 


7.5 Quest Diagnostics
Incorporated Stock Fund 


          One
of the Investment Options shall be the Quest Diagnostics Incorporated Stock
Fund, which will be invested primarily in Quest Diagnostics Common Stock,
provided such stock qualifies as qualifying employer securities within the
meaning of ERISA Section 407(d)(5). The Plan is intended to be an eligible
individual account plan under ERISA Section 407(d)(3). The 


- 87 -





portion
of the Plan comprised of the Quest Diagnostics Incorporated Stock Fund shall be
an employee stock ownership plan under Code Sections 409 and 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 7.4(e), may consist of up to 100% of all Plan
assets; provided that in no event may any portion of a Participant’s Account be
required to be maintained in the Quest Diagnostics Incorporated Stock Fund.
With respect to the Quest Diagnostics Incorporated Stock Fund, the Plan is
intended to comply with Quest Diagnostics’ securities law compliance policy and
with applicable federal securities laws.  


7.6 Expenses of Plan and
Trust 


          All
expenses of administering the Plan and the Trust Fund, including expenses of
the Committee or the Trustee and direct expenses of the Plan Administrator,
shall be paid from the Trust Fund, provided that such expenses (or a portion
thereof) may, in the discretion of Quest Diagnostics, be paid by the Employers.
If the Employers do not pay all such expenses, expenses may be charged to the
Accounts of Participants and alternate payees.  


- 88 -






ARTICLE VIII


PLAN ADMINISTRATION


	
  

 	
  

 
	
 8.1 General

 


          (a) A Plan
fiduciary shall have only those specific powers, duties, responsibilities, and
obligations that are explicitly given such person under the Plan and Trust
Agreement. A person may serve in more than one fiduciary capacity with respect
to the Plan and may employ one or more persons to render advice with regard to
his fiduciary responsibilities. If a person is serving as a fiduciary without
compensation, all expenses reasonably incurred by such person shall be
reimbursed by the Employers or from the assets of the Trust Fund.


          (b) To the
extent provided by ERISA Section 405(c), a fiduciary may allocate any of his
responsibilities for the operation and administration of the Plan. However, a
fiduciary may not allocate any responsibilities as contained herein relating to
the management or control of the Trust Fund except: (1) through the employment
of an investment manager; (2) to the Trustee as provided in the Trust Agreement
relating to the Trust Fund; (3) to the extent Participants select among
the available Investment Options; or (4) through delegation by the Committee,
in accordance with Section 8.3, to another committee (the “Investment
Committee”) of the responsibility to add, change or delete Investment Options
and make other investment-related discretionary decisions, or to another
committee (the “Appeals Committee”) of the responsibility to make final
determinations of claims for benefits. 


	
  

 	
  

 
	
 8.2 Quest Diagnostics

 


          Quest
Diagnostics established and maintains the Plan for the benefit of Eligible
Employees of the Corporation and of the other participating Employers. Quest
Diagnostics also is the “administrator” of the Plan within the meaning of ERISA
Section 3(16)(A). In accordance with specific provisions of the Plan, Quest
Diagnostics has delegated certain of its rights and 


- 89 -






obligations to the Employer, the Trustee and the Committee and these
parties shall be solely responsible for these, and only these, delegated rights
and obligations. In particular, the Committee shall be the “named fiduciary” of
the Plan, as that term is defined in ERISA Section 402(a)(2), with the
authority (including the authority as provided in Section 8.3 to delegate
duties and responsibilities) to control and manage the operation and
administration of the Plan and the authority to select the investment
alternatives available under the Plan (other than the Quest Diagnostics
Incorporated Stock Fund) and any investment managers; provided that the
Committee shall not be responsible for any responsibility allocated to a
Trustee, an investment manager or an Employer. 


	
  

 	
  

 
	
 8.3 Benefits
 Administration Committee; Delegation

 


          (a) The
Board shall appoint a Benefits Administration Committee (the “Committee”) of
not less than three (3) persons to hold office at the pleasure of the Board.
Members of the Committee shall be paid no compensation from the Trust Fund for
their service on the Committee. Except as may be required by law, no bond or
other security will be required of any Committee member.


          (b) In
accordance with the provisions of the Plan, the Committee has been delegated
certain administrative functions relating to the Plan with all powers necessary
to enable it properly to carry out such duties. In particular, the Committee
shall have discretionary authority to construe the Plan, and to determine,
consistent with the terms of the Plan, all questions that may arise thereunder
relating to: 


	
  

 	
  

 
	
  

 	
           (1)
 the eligibility of individuals to participate in the Plan; 

 
	
  

 	
  

 
	
  

 	
           (2)
 the amount of benefits to which any Participant or Beneficiary may become
 entitled hereunder; and 

 
	
  

 	
  

 
	
  

 	
           (3)
 any situation not specifically covered by the provisions of the Plan. 

 


- 90 -





          The
Committee has designated the Appeals Committee, whose members need not be
members of the Committee, to review appeals from initial claim denials and
which shall have the responsibility for determining the eligibility of any
Participant or Beneficiary for benefits under the Plan. 


          (c) The
determination of the Committee (or its designate) shall be final and binding on
all interested parties. All disbursements from the Trust Fund by the Trustee
shall be made upon, and in accordance with, the written directions of the
Committee. When the Committee is required in the performance of its duties
hereunder to administer or construe, or to reach a determination under any of
the provisions of the Plan, it shall do so on a uniform, equitable and nondiscriminatory
basis.


          (d) The
Committee has designated the Investment Committee, whose members need not be
members of the Committee, to review and monitor the Investment Options under
the Plan, and at any time to add, change or delete the available Investment
Options and make other investment-related discretionary decisions; provided
that neither the Committee nor or its designate (including the Investment
Committee) has the power to remove the Quest Diagnostics Incorporated Stock
Fund as an available Investment Option under the Plan.


          (e) The
Committee also shall be responsible for communicating with Participants as
needed to maintain Plan compliance with ERISA Section 404(c) including, but not
limited to, the receipt and transmission of Participants’ directions as to the
investment of their Accounts and the formation of policies, rules, and
procedures pursuant to which Participants may give investment instructions with
respect to the investment of their Accounts. 


          (f) The
Committee has delegated certain administrative function to Quest Diagnostics
acting as the “Plan Administrator.” Notwithstanding the preceding, in its
capacity as 


- 91 -





Plan Administrator, Quest Diagnostics will have no duties and
responsibilities which may be considered administrative in nature but involve
an exercise of discretion within the meaning of ERISA Section 3(21)(A)(iii).


          (g) The
Plan Administrator has delegated its responsibilities for the day-to-day
administration of the Plan to the Human Resources Department of Quest
Diagnostics. The Human Resources Department may delegate all or any portion of
such ministerial duties to a recordkeeper or other service provider to the
Plan. References in the Plan to forms, notices or applications submitted to,
and procedures established by, the Plan Administrator or the Committee are
deemed to include submissions to and procedures established by the Human
Resources Department, the Plan’s recordkeeper or other service provider to the
Plan. Further, the Plan Administrator may specifically designate some other
person with whom or which such instruments may be filed.


	
  

 	
  

 
	
 8.4 Organization
 and Operation of the Committee

 


          (a) The
Committee shall choose from among its members a chairman and a secretary.
Actions of the Committee shall be determined by the vote of a majority of its
members. Either the chairman or the secretary of the Committee may execute any
certificate or other written direction on behalf of the Committee. The
Committee may adopt and enforce such rules of procedure as may be appropriate
for the administration of the Plan and as are consistent with its terms. The
Committee may establish a charter setting forth principles under which the
Committee shall conduct its business. 


          (b) The Committee
shall hold meetings upon such notice, at such place or places and at such time
or times as the Committee may from time to time determine. Meetings may be
called by the chairman or by any two members. A majority of the members of the
Committee at 


- 92 -





the time in office shall constitute a quorum for the transaction of
business. The Committee also may act by written consent in lieu of a meeting.


          (c) A
member may resign from the Committee at any time by giving written notice of
his resignation to Quest Diagnostics at least thirty (30) days in advance,
unless Quest Diagnostics waives the requirement of written notice. The Board
shall appoint replacement Committee members. An individual employed by Quest
Diagnostics or an Affiliate when appointed a member of the Committee shall be
deemed to have resigned from the Committee effective as of the date he ceases
to be employed by Quest Diagnostics and its Affiliates, unless the Board shall
affirmatively act to retain him on the Committee.


          (d) Nothing
herein shall prevent a Committee member from being a Participant, or from
acting on Plan matters which affect himself by virtue of affecting all
Participants generally. However, a Committee member shall not act on any matter
which affects himself specially. If application of the preceding sentence
results in there not being a quorum to act on any matter, the Board shall
appoint the necessary number of temporary Committee members to take action.


          (e) The
Committee may retain such accountants, actuaries, attorneys, advisors and other
persons as it deems necessary or desirable to the administration of the Plan.
The Committee also may delegate its authority and duties to such persons it
designates, including persons other than Committee members, and shall not be
liable for any act or omission of a person so designated. 


          (f) The
Committee shall be entitled to rely upon all records furnished by the Employers
and upon tables, valuations, certificates and reports furnished by the accountants,
actuaries, attorneys, advisors and other persons it has appointed and upon all
opinions given by any counsel selected or approved by the Committee or by Quest
Diagnostics. References in this 


- 93 -





Plan to the Committee shall be construed to include any person to whom
the Committee has delegated authority in regard to the particular matter. 


          (g) The
procedures described in this Section also shall apply to the Investment
Committee, the Appeals Committee and such other committee or subcommittee as
may be established by the Committee. 


	
  

 	
  

 
	
 8.5 Employers:
 Indemnification and Information

 


          (a) The
Employers shall indemnify each member of the Board, the Committee and any
employees of the Employers or of Quest Diagnostics to whom any fiduciary
responsibility with respect to the Plan is allocated or delegated, from and
against any and all liabilities, costs and expenses incurred by such persons as
a result of any act or omission to act in connection with the performance of
their fiduciary duties, responsibilities and obligations under the Plan and
under ERISA, except for liabilities and claims arising from such fiduciary’s
willful misconduct or gross negligence. For such purpose, the Employers may
obtain, pay for and keep current a policy or policies of insurance. Where such
policy or policies of insurance are purchased, there shall be no right to
indemnification under this Section 8.5, except to the extent of any deductible
amount under the policy or policies or with regard to covered claims in excess
of the insured amount. No Plan assets may be used for any indemnification. 


          (b) The
Employers shall supply such full and timely information for all matters
relating to the Plan as (1) the Committee, (2) the Plan Administrator, (3) the
Trustee and (4) the accountant engaged on behalf of the Plan by Quest
Diagnostics may require for the effective discharge of their respective duties.
The Committee, the Plan Administrator and the Trustee shall be entitled to rely
upon all records furnished by the Employers. 


- 94 -









	
  

 	
  

 
	
 8.6 Claims for
Benefits — Initial Review 

 


          (a) All
claims for benefits under the Plan shall be submitted to the Plan
Administrator, which shall have the initial responsibility for determining the
eligibility of any Participant or Beneficiary for benefits. All claims for
benefits shall be made in writing and shall set forth the facts which such
Participant or Beneficiary believes to be sufficient to entitle him to the
benefit claimed. The Plan Administrator may adopt forms for the submission of
claims for benefits, in which case all claims for benefits shall be filed on
such forms. Upon request, the Plan Administrator shall provide Participants and
Beneficiaries with all such forms.


          (b) Upon
receipt by the Plan Administrator of a claim for benefits, it shall determine
all facts which are necessary to establish the right of an applicant to
benefits under the provisions of the Plan and the amount thereof as herein
provided. The claimant shall be notified in writing by the Plan Administrator
of its decision with respect to such claim within 90 days after the receipt of
written request for benefits.


          (c) If any
claim for benefits is denied, the notice shall be written in a manner
calculated to be understood by the claimant and shall include:


	
  

 	
  

 
	
  

 	
           (1) The
 specific reason or reasons for the denial;

 
	
  

 	
  

 
	
  

 	
           (2)
 Specific references to the pertinent Plan provisions on which the denial is
 based;

 
	
  

 	
  

 
	
  

 	
           (3) A
 description of any additional material or information necessary for the
 applicant to perfect the claim and an explanation why such material or
 information is necessary;

 
	
  

 	
  

 
	
  

 	
           (4) An
 explanation of the Plan’s claim review procedures; and

 
	
  

 	
  

 
	
  

 	
           (5) A
 statement of the claimant’s right to bring a civil action under ERISA Section
 502(a) following denial of his appeal.

 


- 95 -





          (d) If
special circumstances require an extension of time for processing the initial
claim, a written notice of the extension and the reason therefor shall be
furnished to the claimant by the Plan Administrator before the end of the
initial 90-day period. In no event shall such extension exceed 180 days after
the receipt of the initial claim for benefits.


	
  

 	
  

 
	
 8.7 Denial of
 Benefits — Appeal Procedure

 


          (a) 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 Appeals Committee within 60 days of the
receipt of written notice of denial or 60 days 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.


          (b) The
decision on review shall be made by the Appeals Committee within 60 days 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 period, and such extension notice shall indicate the special
circumstance requiring an extension of the time and the date by which the
Appeals Committee expects to render a decision. 


          (c) The
decision on review will consider all information submitted, regardless whether
such information was submitted or considered in the original decision. The
decision on review shall be in writing, written in a manner calculated to be
understood by the claimant, and shall include:


	
  

 	
  

 
	
  

 	
           (1) The
 specific reason or reasons for the denial;

 


- 96 -









	
  

 	
  

 
	
  

 	
           (2)
 Specific references to the pertinent Plan provisions on which the denial is
 based;

 
	
  

 	
  

 
	
  

 	
           (3) A
 statement that the claimant is entitled to receive, upon request and free of
 charge, reasonable access to and copies of all documents, records or other
 information relevant to the claimant’s claims; and

 
	
  

 	
  

 
	
  

 	
           (4) A
 statement of the claimant’s right to bring a civil action under ERISA Section
 502(a) following denial of his appeal on review.

 


          (d) If the
decision on review is not furnished within the time specified above, the claim
shall be deemed denied on review. The decision of the Appeals Committee upon
review will be final and binding on all parties.


	
  

 	
  

 
	
 8.8 Other
 Provisions relating to Claims for Benefits

 


          For
purposes of Sections 8.6 and 8.7, a document, record or other information shall
be considered “relevant” to a claimant’s claim if such document, record or
other information: 


          (a) was
relied upon in making the benefit determination; 


          (b) was
submitted, considered, or generated in the course of making the benefit
determination, without regard to whether such document, record, or other
information was relied upon in making the benefit determination; or 


          (c)
demonstrates compliance with the administrative processes and safeguards
required in making the benefit determination.


	
  

 	
  

 
	
 8.9 Records

 


          All acts
and determinations of the Committee, or of the Investment Committee or Appeals
Committee appointed by the Committee pursuant to Section 8.3, shall be duly
recorded by the secretary thereof and all such records, together with such
other documents as may be necessary in exercising its duties under the Plan
shall be preserved in the custody of such 


- 97 -





secretary. Such records and documents shall at all times be open for
inspection and for the purpose of making copies by any person designated by
Quest Diagnostics. The Committee shall provide such timely information,
resulting from the application of its responsibilities under the Plan, as
needed by the Trustee and the accountant engaged on behalf of the Plan by Quest
Diagnostics, for the effective discharge of their respective duties.


- 98 -





ARTICLE IX


AMENDMENT AND TERMINATION OF THE PLAN; MERGERS
AND TRANSFERS


	
  

 	
  

 
	
 9.1 Amendment of
 the Plan

 


          (a) The
Chief Executive Officer, the President and the Vice President of Human
Resources of Quest Diagnostics, and any other officer of Quest Diagnostics who
is authorized by the Board, shall have the right at any time, with approval of
the Board, to amend the Plan in whole or in part, including retroactively to
the extent necessary. Notwithstanding the preceding sentence, such Board
approval shall not be required for: 


	
  

 	
  

 
	
  

 	
           (1) any
 technical or clarifying
 amendment deemed necessary or appropriate to facilitate the administration,
 management or interpretation of the Plan or to conform the Plan thereto or to
 qualify and maintain the Plan as a plan meeting the requirements of the Code
 or other applicable law; 

 
	
  

 	
  

 
	
  

 	
           (2) any
 amendment adding or modifying an operational provision resulting from a
 corporate transaction (e.g., service-related issues); 

 
	
  

 	
  

 
	
  

 	
           (3) any
 amendment that does not, in the opinion of the relevant officer, increase the
 benefits under the Plan or otherwise increase the Employers’ costs with
 respect to the Plan; or 

 
	
  

 	
  

 
	
  

 	
           (4) the
 participation in the Plan as an Employer by any entity. 

 


          (b) The
duties, powers and liability of the Trustee shall not be increased without its
written consent. The amount of benefits which, at the later of the adoption or
effective date of such amendment, shall have accrued for any Participant or
Beneficiary shall not be adversely affected thereby. No such amendment shall have
the effect of revesting in the Employers any part of the principal or income of
the Trust Fund. No amendment may eliminate or reduce any early retirement
benefit or subsidy that continues after retirement or optional form of benefit 


- 99 -





protected under Code Section 411(d)(6). Unless expressly provided for
in such amendment, an amendment shall not affect the rights and obligations of
any Participant who severed from employment prior to the effective date of the
amendment.


	
  

 	
  

 
	
 9.2 Termination
 of the Plan

 


          (a) Quest
Diagnostics expects to continue the Plan indefinitely, but continuance is not
assumed as a contractual obligation and Quest Diagnostics may terminate the
Plan at any time in whole or in part. Further, each Employer reserves the right
at any time by action of its board of directors to terminate the Plan as
applicable to itself. If an Employer terminates or partially terminates the
Plan or permanently discontinues its Contributions at any time, or if a partial
termination of the Plan occurs, each Participant affected thereby shall be
fully vested in his Account to the extent then funded or credited except as
otherwise required or permitted by applicable Regulations. Also, Quest
Diagnostics in its sole discretion, by action of its Chief Executive Officer,
President, Vice President of Human Resources or any other officer who is
authorized by the Board, may fully vest the Accounts of a group of Participants
because they are affected by a business divestiture, layoff or other similar
transaction, in which case the rules relating to partial termination referred
to above shall apply, even if a true partial termination under Code Section
411(d)(3) has not occurred.


          (b) In the
event of termination of the Plan by an Employer, the Plan Administrator shall
value the Trust Fund as of the date of termination. That portion of the Trust
Fund applicable to any Employer for which the Plan has not been terminated
shall be unaffected. The Accounts of Participants and Beneficiaries affected by
the termination, as determined by the Plan Administrator, shall, at the
direction of the terminating Employer, continue to be administered as part of
the Trust Fund, distributed to such Participants or Beneficiaries pursuant to
Section 5.6 or transferred to a qualified plan maintained by such Employer.
Distributions upon Plan 


- 100 -





termination of amounts attributable to Employee Pre-Tax Contributions
and amounts credited to sub-accounts subject to similar distribution
restrictions shall be made only to the extent permitted by Code Section
401(k)(10).


	
  

 	
  

 
	
 9.3 Merged
 Plans; Transferred Funds

 


          (a) Upon
written direction of Quest Diagnostics, the Trustee may enter into merger
agreements or direct transfer of asset agreements with the trustees of other
retirement plans described in Code Section 401(a), including any elective
transfer, and to accept the direct transfer of plan assets, or to transfer plan
assets, as a party to any such agreement.


          (b) In the
event another defined contribution plan (a “merged plan”) is merged into and
made a part of the Plan, each Employee who was eligible to participate in the
“merged plan” immediately prior to the merger shall become a Participant in
this Plan on the date of the merger. In no event shall a Participant’s vested
interest in his Account attributable to amounts transferred (the “merger
sub-account”) to the Plan from the merged plan on and after the merger be less
than his vested interest in such account under the merged plan immediately
prior to the merger and such transfer, merger or consolidation may not
otherwise result in the elimination or reduction of any “Section 411(d)(6)
protected benefits” of such Employee or violation of any of the distribution
restrictions of Section 5.13 or other restrictions applicable to them under
such other plan (to the extent required by law). Notwithstanding any other
provision of the Plan to the contrary, a Participant’s service, if any,
credited for eligibility and vesting purposes under the merged plan as of the merger
shall be included as Eligibility Service and Years of Vesting Service under the
Plan. Special provisions, if any, applicable to a Participant’s merger
sub-account shall be specifically reflected in Appendix B to the Plan.


- 101 -





          (c) Notwithstanding
any provision in this Plan to the contrary, no contribution by or on behalf of
any Participant shall be made under this Plan for any period during which any
contribution is made by or on behalf of him while he is a participant in a
“merged plan.”


          (d) Other
Plan-to-Plan Transfers from Qualified Plans.


	
  

 	
  

 
	
  

 	
           (1) With
 the consent of the Plan Administrator, amounts may be transferred (within the
 meaning of Code Section 414(l)) to this Plan from other tax qualified plans
 under Code Section 401(a), provided the plan from which such funds are
 transferred permits the transfer to be made and the transfer will not
 jeopardize the tax-exempt status of the Plan or Trust or create adverse tax
 consequences for the Employer. The amounts transferred shall be set up in a
 separate sub-account if deemed advisable by the Plan Administrator. 

 
	
  

 	
  

 
	
  

 	
           (2)
 Notwithstanding anything herein to the contrary, a transfer directly to this
 Plan from another qualified plan (or a transaction having the effect of such
 a transfer) shall be permitted only if it will not result in the elimination
 or reduction of any “Section 411(d)(6) protected benefit” as described in
 Section 9.3(b). 

 


- 102 -





ARTICLE X


PROVISIONS RELATIVE TO EMPLOYERS INCLUDED IN
PLAN


	
  

 	
  

 
	
 10.1 Participation
in the Plan by an Affiliate 

 


          (a) With
the consent of Quest Diagnostics pursuant to Section 9.1, any Affiliate, by
action of its board of directors or duly authorized officer, may adopt the Plan
for the benefit of its Employees. Any Affiliate that has adopted the Plan may
terminate its participation at any time by action of its board of directors or
duly authorized officer. Any Affiliate which has adopted the Plan, and has not
terminated its participation in the Plan, shall be listed in an Appendix hereto
or listed in the summary plan description of the Plan as an Employer. 


          (b) By
becoming an Employer, an Affiliate agrees that:


	
  

 	
  

 
	
  

 	
           (1) the
 provisions of this Plan including, but not limited to, this Article X and any
 amendments hereto shall control with respect to the duties, rights and
 benefits under the Plan of the Employer’s Employees and their Beneficiaries;

 
	
  

 	
  

 
	
  

 	
           (2) Quest
 Diagnostics, the Committee, the Investment Committee, the Appeals Committee
 and the Plan Administrator are its agents to exercise on its behalf all the
 powers and authority conferred upon Quest Diagnostics, the Committee, the
 Investment Committee, the Appeals Committee and the Plan Administrator,
 respectively, under the Plan. The authority of Quest Diagnostics, the
 Committee, the Investment Committee, the Appeals Committee and the Plan
 Administrator, respectively, to act as such agents shall continue until the
 Plan is terminated as to such Employer;

 
	
  

 	
  

 
	
  

 	
           (3) the
 Trustee shall commingle, hold and invest as one Trust Fund all contributions
 made by the Employers, as well as all increments thereof;

 
	
  

 	
  

 
	
  

 	
           (4) any
 expenses of the Plan which are to be paid by the Employers or borne by the
 Trust Fund shall be paid by each Employer in the same proportion that the
 total

 


- 103 -









	
  

 	
  

 
	
  

 	
 amount standing to the credit of all Participants employed by such
 Employer bears to the total amount standing to the credit of all
 Participants, or in such other manner as may be determined by the Committee;

 
	
  

 	
  

 
	
  

 	
           (5) it
 will be bound by all interpretations, determinations, and actions taken by
 the Committee or the Plan Administrator and all actions taken by Quest
 Diagnostics as settlor of the Plan; 

 
	
  

 	
  

 
	
  

 	
           (6) it
 will perform such other acts including, but not limited to, payment of such
 amounts into the Plan to be allocated to Employees of the Employer as Quest
 Diagnostics, the Committee or the Plan Administrator deem necessary in order
 to maintain the Plan’s compliance with applicable law; and

 
	
  

 	
  

 
	
  

 	
           (7) it
 will indemnify and hold harmless the Committee; Quest Diagnostics and its
 Affiliates; officers, directors, shareholders, employees and agents of Quest
 Diagnostics and its Affiliates; the Plan; the Trustee; Plan fiduciaries; and
 Participants and Beneficiaries of the Plan, as well as their respective
 successors and assigns, against any cause of action, loss, liability, damage,
 cost, or expense of any nature whatsoever (including, but not limited to,
 attorney’s fees and costs, whether or not suit is brought, as well as IRS
 plan disqualifications, other sanctions or compliance fees or Department of
 Labor fiduciary breach sanctions and penalties) arising out of or relating to
 the Employer’s noncompliance with any of the Plan’s terms or requirements;
 any intentional or negligent act or omission the Employer commits with regard
 to the Plan; and any omission or provision of incorrect information by the
 Employer with regard to the Plan which causes the Plan to fail to satisfy the
 requirements of a tax-qualified plan.

 


- 104 -





          (c) In the
event an Employee is transferred between Employers, accumulated service and
eligibility shall be carried with the Employee involved. No such transfer shall
effect a Severance from Employment hereunder, and the Employer to which the
Employee is transferred shall thereupon become obligated hereunder with respect
to such Employee in the same manner as was the Employer from which the Employee
was transferred. An Employee’s transfer of employment from an Employer to an
Affiliate that is not an Employer also shall not effect a Severance from
Employment hereunder.


          (d)
Contributions made by any Employer shall be treated as Contributions made by
the Corporation for purposes of the Plan. Forfeitures arising from those
Employer contributions shall be used for the benefit of all Participants.


          (e) The
Plan Administrator may establish procedures governing the participation of
entities other than the Corporation in the Plan.


	
  

 	
  

 
	
 10.2 Participation
 in the Plan by other Organizations

 


          (a) An
organization that is not an Affiliate may, with the consent of Quest
Diagnostics pursuant to Section 9.1, adopt the Plan. Any unaffiliated
organization that becomes an Employer under the Plan shall promptly deliver to
Quest Diagnostics and the Committee a copy of the resolutions or other
documents evidencing its adoption of the Plan, which resolutions shall include
the same undertakings as required of an Affiliate under Section 10.1.


          (b) If any
Employer is not an Affiliate, then the Plan shall be a multiple employer plan
as described in Code Section 413(c). Nothing in this Article X shall be treated
as modifying the definition of “Employer” as shown in Article I. For example, a
controlled group of corporations that is unrelated to Quest Diagnostics may
adopt the Plan, but that group shall be treated as one Employer to the extent
required by the Plan and applicable Regulations.


- 105 -









	
  

 	
  

 
	
 10.3 Service and
 Termination of Service

 


          An
Employee’s service under the Plan includes all service with any and all
Employers during the period such entities were Employers. An Employee who
terminates employment with one Employer and immediately commences employment
with another Employer has not terminated employment or had a separation from
service. 


- 106 -






ARTICLE XI


TOP HEAVY PROVISIONS


	
  

 	
  

 
	
 11.1 Determination of Top Heavy Status

 


          (a) The
Plan will be considered a “Top Heavy Plan” for any Plan Year if as of the
Determination Date: (A) the value of the Accounts of Participants who are Key
Employees as of such Determination Date exceeds 60% of the value of the
Accounts (but excluding catch-up contributions under Code Section 414(v) and
earnings thereon) of all Participants as of such Determination Date, excluding
former Key Employees (the “60% Test”); or (B) the Plan is part of a Required
Aggregation Group which is Top Heavy. Notwithstanding the results of the 60%
Test, the Plan shall not be considered a Top Heavy Plan for any Plan Year in
which the Plan is a part of a Required or Permissive Aggregation Group that is
not Top Heavy.


          (b) For
purposes of the 60% Test:


	
  

 	
  

 
	
  

 	
           (1) all
 distributions made from Accounts within the one-year period ending on the
 Determination Date (or, in the case of a distribution made for a reason other
 than separation from service, death or disability, within the five-year
 period ending on the Determination Date) shall be taken into account;

 
	
  

 	
  

 
	
  

 	
           (2) if a
 Participant is a non-Key Employee with respect to the Plan for the Plan Year
 in question, but he was a Key Employee with respect to the Plan for any prior
 Plan Year, his Account shall not be considered; and

 
	
  

 	
  

 
	
  

 	
           (3) If a
 Participant has not performed any service for an Employer at any time during
 the one-year period ending on the Determination Date, his Account shall not
 be considered.

 


- 107 -









	
  

 	
  

 
	
 11.2 Minimum
 Allocations

 


          Notwithstanding
Sections 4.5 and 4.6, for any Plan Year during which the Plan is a Top Heavy
Plan, the rate of Employer Matching Contributions and Discretionary Contributions
for such Plan Year allocated to the Accounts of Participants who are non-Key
Employees and who remain employed by the Employer (or any Affiliate) at the end
of the Plan Year (regardless of any such Participant’s hours of service or
level of compensation during the Plan Year) shall be not less than the lesser
of:


          (a) three
percent (3%) of such non-Key Employee’s Section 415 Compensation, as limited
under Code Section 401(a)(17) as adjusted; or


          (b) the
highest aggregate percentage of Section 415 Compensation, as limited under Code
Section 401(a)(17) as adjusted, at which Employer Matching Contributions,
Discretionary Contributions and Employee Pre-Tax Contributions are made (or
required to be made) and allocated under Article IV for any Key Employee for
the Plan Year.


          If a
Participant is covered by more than one defined contribution plan on account of
his employment with the Employer or any Affiliate, the minimum allocation
required by this Section shall be determined by aggregating the allocations
under all such plans.


	
  

 	
  

 
	
 11.3 Impact on Minimum Benefits where Employer Maintains Both Defined
 Benefit and Defined Contribution Plans

 


          If the
Employer (or any Affiliate) maintains a defined benefit plan in addition to
this defined contribution plan, both of which are Top-Heavy, then:


          (a) in the
case of eligible non-Key Employees covered only by the defined benefit plan,
the minimum benefit under the defined benefit plan shall be provided; and


          (b) in the
case of eligible non-Key Employee not covered by the defined benefit plan but
covered under a defined contribution plan, or covered by both plans, a minimum
allocation 


- 108 -





of five percent (5%) of such non-Key Employee’s Section 415 Compensation
shall be provided. If a Participant is covered by more than one defined
contribution plan on account of his employment with the Employer and/or any
Affiliate, the minimum allocation required by this Section shall be determined
by aggregating the allocations under all such defined contribution plans.


	
  

 	
  

 
	
 11.4 Impact on
 Vesting

 


          (a) If the
Plan is top-heavy in any Plan Year, then notwithstanding anything contained in
the Plan to the contrary, each Participant with an Hour of Service after the
Plan becomes top-heavy shall be vested in the portion of his Account
attributable to Employer contributions (to the extent such portion is not then
fully vested and nonforfeitable) as determined under the following table:


	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
 Vested Percentage

 
	

 


 	
  

 	

 


 
	
 Less than 3

 	
  

 	
 0%

 
	
 3 or more

 	
  

 	
 100%

 


          (b) A
Participant’s vested percentage in his Account shall not be less than that
determined as of the last day of the most recent top-heavy Plan Year. Further,
if the Plan at any time has been top heavy and then ceases being top-heavy, the
vested percentage in the Account of a Participant who has at least three (3)
Years of Vesting Service (determined as of the last day of the most recent
top-heavy year) shall not be less than what it would be if the Plan had not
ceased being top-heavy.


	
  

 	
  

 
	
 11.5 Requirements
 Not Applicable

 


          The requirements of this Article shall not apply with respect to any
Plan Year in which the Plan consists solely of a cash or deferred arrangement
which meets the requirements of Code Sections 401(k)(12) or 401(k)(13), and
matching contributions with respect to which the requirements of Code Sections
401(m)(11) or 401(m)(12) are met.


- 109
-









	
  

 	
  

 
	
 11.6 Top-Heavy
 Definitions

 


          Determination
Date – With respect to any Plan Year, the last day of the preceding Plan
Year.


          Key
Employee – An Employee or former Employee who at any time during the Plan
Year containing the Determination Date is or was: (1) an officer of the
Employer having annual Section 415 Compensation for such Plan Year which is in
excess of $130,000 (as adjusted pursuant to Code Section 416(i)(1)(A)), but in
no event shall the number of officers taken into account as Key Employees
exceed the lesser of (A) 50 or (B) the greater of 3 or 10% of all employees;
(2) a 5% owner of the Employer; or (3) a 1% owner of the Employer who has
annual Section 415 Compensation of more than $150,000. For purposes of
determining 5% and 1% owners, neither the aggregation rules nor the rules of
Code Sections 414(b), (c) and (m) apply. Beneficiaries of a Key Employee are
considered Key Employees, and inherited benefits will retain the character of
the benefits of the Employee who performed services for the Employer. The
identification of Key Employees will be made in accordance with Code Section
416(i)(1).


          Non-Key
Employee – Any Employee who is not a Key Employee, or who is a former Key
Employee. A Beneficiary of a Non-Key Employee is treated as a Non-Key Employee,
but only if the Beneficiary is neither a Key Employee nor a Beneficiary of a
Key Employee.


          Permissive
Aggregation Group – Each employee pension benefit plan maintained by the
Employer (or an Affiliate) which is considered part of the Required Aggregation
Group, plus one or more other employee pension benefit plans maintained by the
Employer (or an Affiliate) that are not part of the Required Aggregation Group
but that satisfy the requirements of Code Sections 401(a)(4) and 410 when
considered together with the Required Aggregation Group.


          Required
Aggregation Group – Each employee pension benefit plan maintained by the
Employer (or any Affiliate), whether or not terminated, in which a Key Employee
participates in 


- 110 -





the Plan Year containing the Determination Date, and each other employee
pension benefit plan maintained by the Employer (or any Affiliate), whether or
not terminated, in which no Key Employee participates but which during that
period enables a employee pension benefit plan in which a Key Employee
participates to meet the requirements of Code Sections 401(a)(4) or 410.


- 111 -





ARTICLE XII


MISCELLANEOUS


	
  

 	
  

 
	
 12.1 Governing
 Law

 


          Except as
preempted by federal law, the Plan shall be construed, regulated and
administered according to the laws of the state of New Jersey (without regard
to its conflict of laws provisions).


	
  

 	
  

 
	
 12.2 Construction

 


          The
headings and subheadings in the Plan (other than in Article I) have been
inserted for convenience of reference only and shall not affect the
construction of the provisions hereof. In any necessary construction, the
masculine shall include the feminine or neuter and the singular the plural, and
vice versa. To the extent required by applicable federal law, a “spouse” means
the opposite-sex person to whom an Employee is legally married at the time in
question. A former spouse may be treated as a spouse or surviving spouse of an
Employee to the extent required under the terms of a QDRO.


	
  

 	
  

 
	
 12.3 Participant’s
 Rights; Acquittance

 


          Neither the establishment of the Plan and the Trust Fund nor any
modification thereof, nor the creation of any fund or account nor the payment
of any benefits, will give, or be construed as giving, to any Participant,
Beneficiary or other person any legal or equitable right against an Employer or
Affiliate, or any director, officer or employee thereof, or, except as provided
herein, the Trustee, other than to the extent provided under ERISA and other
applicable law. An Employer or Affiliate expressly reserves its right to
discipline, discharge, layoff or terminate the association of any Employee with
the Employer or Affiliate at any time to the same extent as if the Plan had
never gone into effect irrespective of the effect of such action upon his
rights hereunder, and such action will not create any claim against the
Employer or an Affiliate 


- 112 -





or against the Trust Fund for any payment except to the extent
specifically provided herein. The Employer shall not be liable for the payment
of any benefit provided for herein, and all benefits hereunder shall be payable
only from the Fund. No Participant, Beneficiary or other person will have any
right whatever to inspect for any purpose any book or record of the Employer or
Affiliate other than any document as to which ERISA grants inspection rights, and
the furnishing to such Participant, Beneficiary or other person by the Plan
Administrator of any information or statement with respect to matters appearing
in, or which may be based upon, any such book or record will be final, binding
and conclusive upon such Participant, Beneficiary or other person.


	
  

 	
  

 
	
 12.4 Spendthrift
 Clause

 


          Except as
provided by a QDRO and except pursuant to certain judgments and settlements
under ERISA Section 206(d)(4) or as may be required pursuant to the Code or the
Mandatory Victims Restitution Act of 1996, none of the benefits, payments,
proceeds, or distributions under this Plan shall be subject to the claim of any
creditor of a Participant or a Beneficiary hereunder or to any legal process by
any creditor of a Participant or Beneficiary. Neither a Participant nor a
Beneficiary shall have any right to alienate, commute, anticipate, or assign
any of the benefits, payments, proceeds or distributions under this Plan.


	
  

 	
  

 
	
 12.5 Mistake of
 Fact

 


          Notwithstanding
anything herein to the contrary, upon the Employer’s request, a Contribution
which was made by a mistake of fact, or conditioned upon initial qualification
of the Plan or upon the deductibility of the Contribution under Code Section
404, may be returned to the Employer by the Trustee within one (1) year after
the payment of the Contribution, the denial of the qualification or the
disallowance of the deduction (to the extent disallowed), whichever is latest.
For purposes of the preceding sentence, all contributions to the Plan made
before receipt of a favorable determination letter on qualification from the
Internal Revenue 


- 113 -





Service shall be conditioned on the Plan’s initial qualification, and
all contributions, whenever made, shall be conditioned on their deductibility
under Code Section 404. Except as this Plan may otherwise provide, any
Contribution so returned shall be adjusted to reflect its proportionate share
of any Trust Fund gain or loss if, and to the extent, allowable under
applicable Regulations. Notwithstanding any provision of this Plan to the
contrary, the right or claim of any Participant or Beneficiary to any asset of
the Trust Fund or to any benefit under the Plan shall be subject to, and
limited by, the provisions of this Section.


	
  

 	
  

 
	
 12.6 Recovery of
 Overpayment 

 


          If the Plan
makes an overpayment, the Plan has the right at any time to, as elected by the
Plan Administrator,:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 recover that
 overpayment from the person to whom it was made;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 offset the
 amount of that overpayment from a future payment; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 a
 combination of both.

 


The Plan shall be considered to have established an equitable lien by
agreement with the person to whom such overpayment was made. Such payee shall,
upon request, execute and deliver such instruments and papers as may be
required, and shall do whatever else is necessary, to secure such rights of
recovery to the Plan.


	
  

 	
  

 
	
 12.7 Plan
 Corrections

 


          In addition
to the actions contemplated under Sections 3.11 and 5.13(c), the Plan
Administrator, in conjunction with the Employer, may undertake such correction
of Plan errors as the Plan Administrator deems necessary, including correction
to preserve tax qualification of the Plan under Code Section 401(a) or to
correct a possible fiduciary breach under ERISA. Without limiting the Plan
Administrator’s authority under the prior sentence, the Plan Administrator may
undertake correction of Plan document, operational, demographic and 


- 114 -





Employer eligibility failures under a method described in the Plan or
permissible under the EPCRS or any successor program to EPCRS. The Plan
Administrator also may undertake or assist the appropriate Plan fiduciary or
Plan official in undertaking correction of a possible fiduciary breach,
including correction under the U.S. Department of Labor Voluntary Fiduciary
Correction Program (“VFCP”) or any successor program to VFCP. To correct an
operational error, the Plan Administrator may require the Trustee to distribute
from the Plan Pre-Tax Contributions or vested Employer Matching Contributions,
including earnings or losses thereon, where such amounts result from an
operational error other than a failure of Code Sections 402(g) or 415, or a
failure of the ADP or ACP Tests.


	
  

 	
  

 
	
 12.8 Consent to
 Plan Terms

 


          An
Employee, upon becoming a Participant, and any other person, upon becoming a
Beneficiary or an alternate payee, shall be deemed conclusively for all
purposes hereof to have consented to the terms and conditions of the Plan and
to be bound thereby.


	
  

 	
  

 
	
 12.9 Facility of
 Payment; Uncashed Checks; Recipients Who Cannot Be Located.

 


          (a) If the
Plan Administrator finds that any Participant or Beneficiary to whom a benefit
is payable is unable to care for his affairs because of physical, mental, or
legal incompetence, the Plan Administrator, in its sole discretion, may cause
any payment due to such Participant or Beneficiary, to be paid to the person
deemed by the Plan Administrator to be maintaining or responsible for the
maintenance of such Participant or Beneficiary. Any such payment will be deemed
a payment for the account of such Participant or Beneficiary and will
constitute a complete discharge of the Plan and the Trust Fund of any liability
for such payment.


          (b) If an
individual dies before receiving all the payments to be made or before cashing
any or all of the checks representing such payment or payments, such payments
will be made to his Beneficiary or, if there is no Beneficiary, to his estate.


- 115 -





          (c) If the
Trustee is unable to make payment to a Participant or other person to whom a
payment is due under the Plan because it cannot ascertain his identity or
whereabouts after reasonable efforts have been made to identify or locate him
(including a notice of the payment so due mailed to his last known address as
shown on the records of the Employer), such payment and all subsequent payments
otherwise due him will be forfeited and used to reduce future Contributions to
the Plan. Notwithstanding the foregoing, if he (or his Beneficiary)
subsequently makes a claim for such benefits, the forfeited benefits will be
reinstated and payment of the benefits which previously had been forfeited will
be made (without interest) to the party entitled to such benefits as soon as
practicable after such party person makes such a claim.


	
  

 	
  

 
	
 12.10 Income Tax
 Withholding

 


          Amounts
shall be withheld from any payment due under this Plan as required to conform
with applicable income tax laws.


	
  

 	
  

 
	
 12.11 Counterparts

 


          The Plan
and the Trust Agreement may be executed in counterparts, each of which shall
constitute one and the same instrument and may be sufficiently evidenced by any
one counterpart.


	
  

 	
  

 
	
 12.12 Writings and
 Electronic Communications

 


          All notices
and other communications with respect to the Plan, including signatures
relating to such documents, 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. The Plan Administrator and the
Plan’s recordkeeper may use telephonic or electronic media to satisfy any
notice requirements of this Plan, to the extent permitted under applicable
Regulations. In addition, a Participant’s consent to immediate distribution may
be provided through telephonic or electronic means, to the extent permitted
under applicable


- 116 -





Regulations. The Plan Administrator and the Plan’s recordkeeper also
may use telephonic or electronic media to conduct Plan transactions such as
enrolling Participants, making or changing salary reduction elections, electing
or changing investment allocations, applying for Plan loans and other
transactions to the extent permitted under applicable Regulations.


- 117 -





ARTICLE XIII


ADOPTION OF THE PLAN


          Anything
herein to the contrary notwithstanding, this amended and restated Plan is
adopted and maintained under the conditions that it is deemed qualified by the
Internal Revenue Service under Code Section 401(a) and that the Trust hereunder
is exempt under Code Section 501(a).


          As evidence
of its adoption of the Plan, Quest Diagnostics Incorporated has caused this
instrument to be signed by its authorized officer this 21st day of December,
2010, effective as of January 1, 2010, except as otherwise provided herein or
as required by law.


	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ David W.
 Norgard

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: Vice
 President

 


- 118 -






APPENDIX A


PARTICIPATING EMPLOYERS


The Plan allows employers other than the Corporation to adopt its
provisions. The names (and jurisdictions of organization) of participating
employers as of January 1, 2010 are: 


	
  

 
	
 AmeriPath Intermediate Holdings,
 Inc. (DE) 

 
	
 AmeriPath,
 Inc. (DE)

 
	
 AmeriPath
 5.01(a) Corporation (TX)

 
	
 AmeriPath
 Cincinnati, Inc. (OH)

 
	
 AmeriPath
 Cleveland, Inc. (OH)

 
	
 AmeriPath
 Consolidated Labs, Inc. (FL)

 
	
 AmeriPath
 Florida, LLC (DE)

 
	
 AmeriPath
 Hospital Services Florida, LLC (DE)

 
	
 AmeriPath
 Indiana, LLC (IN)

 
	
 AmeriPath,
 LLC (DE)

 
	
 AmeriPath
 Texas, LP

 
	
 AmeriPath
 Kentucky, Inc. (KY)

 
	
 AmeriPath
 Lubbock 5.01(a) Corporation (TX)

 
	
 AmeriPath
 Lubbock Outpatient 5.01(a) Corporation (f/k/a Simpson Pathology 5.01(a)
 Corporation) (TX)

 
	
 AmeriPath
 Marketing USA, Inc (FL)

 
	
 AmeriPath
 Michigan, Inc. (MI)

 
	
 AmeriPath
 Mississippi, Inc. (MS)

 
	
 AmeriPath
 New York, LLC (DE)

 
	
 AmeriPath
 North Carolina, Inc. (NC)

 
	
 AmeriPath
 Ohio, Inc. (DE)

 
	
 AmeriPath
 Youngstown Labs, Inc. (OH)

 
	
 AmeriPath
 PAT 5.01(a) Corporation (TX)

 
	
 AmeriPath
 Pennsylvania, LLC (PA)

 
	
 AmeriPath
 Philadelphia, Inc. (NJ)

 
	
 AmeriPath
 San Antonio 5.01(a) Corporation (TX)

 
	
 AmeriPath
 SC, Inc. (SC)

 
	
 AmeriPath
 Severance 5.01(a) Corporation (TX)

 
	
 AmeriPath
 Texarkana 5.01(a) Corporation (TX)

 
	
 AmeriPath
 Wisconsin, LLC (WI)

 
	
 AmeriPath
 Youngstown, Inc. (OH)

 
	
 Anatomic
 Pathology Services, Inc. (OK)

 
	
 API No. 2,
 LLC (DE)

 
	
 Arlington
 Pathology Association 5.01(a) Corporation (TX)

 
	
 Dermatopathology
 Services, Inc. (AL)

 
	
 DFW 5.01(a)
 Corporation (TX)

 
	
 Diagnostic
 Pathology Management Services, LLC (OK)

 
	
 Kailash B.
 Sharma, M.D., Inc. (GA)

 
	
 NAPA 5.01(a)
 Corporation (TX)

 
	
 Nuclear
 Medicine and Pathology Associates (GA)

 
	
 Ocmulgee
 Medical Pathology Association, Inc. (GA)

 
	
 O’Quinn
 Medical Pathology Association, LLC (GA)

 
	
 PCA of
 Denver, Inc. (TN)

 
	
 PCA of
 Nashville, Inc. (TN)

 
	
 Peter G. Klacsmann, M.D., Inc. (GA)

 
	
 Sharon G. Daspit, M.D., Inc. (GA)

 
	
 Shoals
 Pathology Associates, Inc. (AL)

 
	
 Strigen,
 Inc. (UT)

 
	
 Arizona
 Pathology Group, Inc. (AZ)

 
	
 Regional
 Pathology Consultants, LLC (UT)

 
	
 Rocky
 Mountain Pathology, LLC (UT)

 
	
 TID
 Acquisition Corp. (DE)

 
	
 TXAR 5.01(a)
 Corporation (TX)

 
	
 A. Bernard
 Ackerman, M.D. Dermatopathology, PC (NY)

 
	
 AmeriPath
 Consulting Pathology Services, P.A. (NC)

 
	
 AmeriPath
 Indianapolis, P.C. (IN)

 
	
 AmeriPath
 Institute of Urological Pathology, PC (MI), (f/k/a J.J. Humes M.D. and
 Assoc.)

 
	
 AmeriPath
 Milwaukee, S.C. (WI)

 
	
 AmeriPath
 Pittsburgh, P.C. (PA)

 
	
 Colorado
 Diagnostic Laboratory, LLC (CO)

 
	
 Colorado
 Pathology Consultants, P.C. (CO)

 
	
 Consulting
 Pathologists of Pennsylvania, P.C. (PA)

 
	
 Dermatopathology
 of Wisconsin, S.C. (WI)

 
	
 Institute
 for Dermatopathology, P.C. (PA)

 
	
 Jill A.
 Cohen, M.D., Inc. (AZ)

 
	
 Kilpatrick
 Pathology, P.A. (NC)

 
	
 Rose
 Pathology Associates, P.C. (CO)

 
	
 Southwest
 Diagnostic Laboratories, P.C. (CO)

 
	
 St. Luke’s
 Pathology Associates, P.A. (KS)

 
	
 Tulsa
 Diagnostics, P.C. (OK)

 


A-1





APPENDIX B


MERGED PLANS:


SPECIAL RULES AND PROTECTED BENEFITS


          Effective
as of January 1, 2001, January 1, 2002, January 1, 2003, January 1, 2005, April
1, 2005, January 1, 2007 and February 22, 2010 respectively, all assets and
liabilities of the Chappell-Joyce Pathology Association, P.A. Profit Sharing
Plan, the Pathology Associates, P.S.C. Retirement Plan, the Reference Pathology
Services Profit Sharing 401(k) Plan, the Anatomic Pathology Associates Retirement
Savings Plan, the Pathology Associates, P.C. Incentive Savings Plan, the Jill
A. Cohen, M.D., P.C. 401(k) Profit Sharing Plan and Trust, the Specialty
Laboratories, Inc. 401(k) Profit Sharing Plan and the Pathology Affiliated
Services, Inc. Employees’ 401(k) Profit Sharing Plan and Trust (each a “Merged
Plan”), respectively, were merged into and made a part of the Prior Plan. Each
Employee who was eligible to participate in a Merged Plan immediately prior to
the respective effective date (the “Merger Date”) of the merger of such Merged
Plan into the Prior Plan was eligible to participate in the Prior Plan on and
after that Merger Date. A Participant’s vested interest in his Account
attributable to amounts transferred to the Prior Plan from a Merged Plan (his
“Merged Prior Plan Sub-Account”) on and after the respective Merger Date will
not be less, as a result of such merger, than his vested interest in his
account under the Merged Plan immediately prior to the respective Merger Date. 


          Periods of employment
with the sponsor of a Merged Plan prior to that Merged Plan’s Merger Date which
would have constituted eligibility or vesting service, respectively, under the
Plan or the Prior Plan had the service been rendered after the Merged Plan’s
Merger Date shall be considered, under rules promulgated by the Plan
Administrator applied in a uniform and nondiscriminatory manner, and to the
extent permitted by applicable law, eligibility or vesting service,
respectively, under the Plan and the Prior Plan. 


B-1





          If a Merged
Plan determined Eligibility Service or Vesting Service, respectively, under an
hours counting methodology, then Eligibility Service or Vesting Service,
respectively, shall be determined under rules promulgated by the Plan Administrator
applied in a uniform and nondiscriminatory manner, and to the extent permitted
by applicable law, but not less than that determined under the methodology,
hours counting or elapsed time, whichever results in the greater Eligibility
Service or Vesting Service, respectively. 


          Accordingly,
notwithstanding any other provision of the Plan or the Prior Plan to the
contrary, a Participant’s service, if any, credited for eligibility and vesting
purposes under a Merged Plan as of the respective Merger Date is included as
Eligibility Service and Years of Vesting Service under the Plan and the Prior
Plan to the extent Eligibility Service and Years of Vesting Service are
credited under the Plan and the Prior Plan.


          The Employee Pre-Tax Contributions
Account of a Participant who was a participant in a Merged Plan that contained
a qualified cash or deferred arrangement also shall hold any amount transferred
to this Plan or the Prior Plan from such Merged Plan representing the balance
of such Participant’s pre-tax contribution account under such Merged Plan and
the investment experience, expenses, distributions and withdrawals attributable
to such account.


          Notwithstanding any other provision of the Plan to the
contrary, the following shall apply with respect to benefits accrued by
Employees of AmeriPath, Inc. and its Affiliates who were participants in the
Merged Plans listed below: 


1) Definitions for Purposes of Appendix B 


          (a) “Early
Retirement Date” means, with respect to a former participant in the Jill A.
Cohen, M.D., P.C. 401(k) Profit Sharing Plan and Trust Fund, the later of age
55 or the date he completes ten (10) years of service. 


B-2





          (b) “Prior
Company Contributions” means the prior company contributions attributable to
assets transferred to the Prior Plan from the Anatomic Pathology Associates
Retirement Savings Plan.


          (c) “Prior
Employer Discretionary Contributions” means the prior Employer Discretionary
Contributions attributable to assets transferred to the Prior Plan from the
Pathology Associates, P.C. Incentive Savings Plan.


          (d) “Prior
Employer Matching Contributions” means the prior Employer Matching
Contributions attributable to assets transferred to the Plan from the Pathology
Affiliated Services, Inc. Employees’ 401(k) Profit Sharing Plan and Trust.


          (e) “Prior
Safe Harbor Nonelective Contribution” means any safe harbor nonelective
employer contribution which was made under the terms of the Jill A. Cohen,
M.D., P.C. 401(k) Profit Sharing Plan and Trust Fund and transferred to the
Prior Plan on or after January 1, 2007.


          (f) “Prior
Specialty Laboratories Contribution” means any matching or employer nonelective
contribution which was made under the terms of the Specialty Laboratories, Inc.
401(k) Profit Sharing Plan and transferred to the Prior Plan on or after
January 1, 2007. 


2) Vesting in Employer Contributions 


          (a) A
former participant in the Jill A. Cohen, M.D., P.C. 401(k) Profit Sharing Plan
and Trust Fund at all times shall have a 100% vested percentage in his Prior
Employer Safe Harbor Nonelective Contributions.


          (b) A
former participant in the Anatomic Pathology Associates Retirement Savings Plan
at all times shall have a 100% vested interest in his Prior Company
Contributions.


          (c) A
former participant in the Pathology Associates, P.C. Incentive Savings Plan or
the Pathology Affiliated Services, Inc. Employees’ 401(k) Profit Sharing Plan
and Trust shall 


B-3





have his vested interest in his Prior Employer Discretionary
Contributions or his Prior Employer Matching Contributions, respectively, determined in accordance with the
following schedule: 


	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
 Vested Percentage

 
	

 


 	
  

 	

 


 
	
 Less than 2 years

 	
  

 	
 0%

 
	
 2 but less than 3 years

 	
  

 	
 20%

 
	
 3 but less than 4 years

 	
  

 	
 40%

 
	
 4 but less than 5 years

 	
  

 	
 60%

 
	
 5 but less than 6 years

 	
  

 	
 80%

 
	
 6 or more years

 	
  

 	
 100%

 


          (c) A
former participant in the Specialty Laboratories, Inc. 401(k) Profit Sharing
Plan who had completed three (3) or more years of vesting service under such
plan as of December 31, 2006 and who enrolls in the Plan or the Prior Plan on
or after January 1, 2007, at all times shall have a 100% vested interest in his
Prior Specialty Laboratories Contributions.


          (d) Subject
to the foregoing, a former participant in the Specialty Laboratories, Inc.
401(k) Profit Sharing Plan, who had not completed three (3) or more years of
vesting service under such plan as of December 31, 2006 or who had completed
three (3) or more years of vesting service under such plan as of December 31,
2006, but does not enroll in the Plan or the Prior Plan on or after January 1,
2007, shall have his vested interest in his Prior Specialty Laboratories
Contributions determined in accordance with the following schedule: 


	
  

 	
  

 	
  

 
	
 Years of Vesting Service

 	
  

 	
 Vested Percentage

 
	

 


 	
  

 	

 


 
	
 Less than 1 year

 	
  

 	
 0%

 
	
 1 but less than 2 years

 	
  

 	
 20%

 
	
 2 but less than 3 years

 	
  

 	
 40%

 
	
 3 but less than 4 years

 	
  

 	
 60%

 
	
 4 but less than 5 years

 	
  

 	
 80%

 
	
 5 or more years

 	
  

 	
 100%

 


          (e)
Notwithstanding the foregoing, if a Participant is employed by an Employer or
an Affiliate on his Normal Retirement Date, his Early Retirement Date, the date
of determination of his Total and Permanent Disability or the date he dies, he
shall be 100% vested in his Prior 


B-4





Employer Discretionary Contributions and his Prior Employer Matching
Contributions respectively. 


3) In-Service Withdrawals 


          A former
Participant in the Pathology Associates, P.C. Incentive Savings Plan who is
employed by an Employer or an Affiliate may elect, subject to the limitations
and conditions of Section 6.3, to make a cash withdrawal or, if the
Participant’s Account is subject to the annuity provisions of Appendix D, a
withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a
Single Life Annuity (both as described in Appendix D) of amounts that have been
credited to his Prior Employer Discretionary Contributions for at least two (2)
years. 


4) Loans 


          Notwithstanding
any other provision of the Plan to the contrary, loans as described in Section
6.1 will be available to a former participant of the Pathology Associates, P.C.
Incentive Savings Plan from his Prior Employer Discretionary Contributions.
However, loans will not be available to a former participant of the Anatomic
Pathology Associates Retirement Savings Plan from his Prior Company
Contributions. 


B-5





APPENDIX C


TRANSFERRED SUB-ACCOUNTS


          In the case
of a participant in The Profit Sharing Plan of Quest Diagnostics Incorporated
whose account is transferred to this Plan, all applicable sub-accounts of such
individual under The Profit Sharing Plan of Quest Diagnostics Incorporated
generally shall continue to be maintained under this Plan. Such sub-accounts
may include, but are not limited to, the following: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Advance
 Medical Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 AML-East
 Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 AML-West
 Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 CBCLS
 Employer Contribution Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 CDS Plan
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Corning
 Stock Fund Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Covance
 Stock Fund Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 CPF Money
 Purchase Pension Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 CPF Pension
 Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 CPF Savings
 Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 Damon Plan
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (l)

 	
 DeYor Plan
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (m)

 	
 Employee
 After-Tax Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (n)

 	
 Employee
 Pre-Tax Catch-Up Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (o)

 	
 Employee
 Regular Pre-Tax Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (p)

 	
 Employer
 Matching Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (q)

 	
 Quest Stock
 Matching Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (r)

 	
 ESOP
 Diversification Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (s)

 	
 LabOne (k)
 Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (t)

 	
 LabOne
 Pension Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (u)

 	
 LabPortal
 Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 Maryland
 Medical Laboratory Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (w)

 	
 MedPlus Plan
 Sub-Account;

 


C-1









	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 MetWest Plan
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (y)

 	
 Money
 Purchase Pension Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (z)

 	
 Nichols
 Institute Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (aa)

 	
 Partnership
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (bb)

 	
 Podiatric
 Pathology Laboratories Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (cc)

 	
 Post-1999
 Cash Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (dd)

 	
 Post 1999
 Stock Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ee)

 	
 Pre-1999
 Cash Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ff)

 	
 Pre-1999
 Stock Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (gg)

 	
 Prior
 Employer Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (hh)

 	
 Prior ESOP
 Employer Contributions Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Prior ESOP
 Quest Stock Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (jj)

 	
 Prior Focus
 Plan Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (kk)

 	
 Prior LabOne
 Money Purchase Pension Plan Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ll)

 	
 Prior LabOne
 Employer Match Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (mm)

 	
 Prior Plan
 Employer Contribution Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (nn)

 	
 Prior Plan
 Employer Qualified Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (oo)

 	
 Prior Plan
 Rollover Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (pp)

 	
 Prior Profit
 Sharing Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (qq)

 	
 Prior Unilab
 Employer Contribution Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (rr)

 	
 Qualified
 Nonelective Contribution Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ss)

 	
 Rollover
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (tt)

 	
 Statlab Plan
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (uu)

 	
 Unilab Plan
 Sub-Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vv)

 	
 Vested
 Employer Stock Dividend Sub-Account; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ww)

 	
 Vested Money
 Purchase Pension Plan Dividend Sub-Account.

 


          All
benefits, rights and features that are required to be preserved with respect to
such sub-accounts under Code Section 411(d)(6) shall be preserved following
such transfer including, but not limited to, rights to in-service withdrawals,
rights to annuity or other optional forms of distribution and the requirement,
where applicable, of spousal consent to distributions, loans or in-service
withdrawals. 


C-2





APPENDIX D


SPECIAL DISTRIBUTION PROVISIONS


          The
provisions of this Appendix D apply to a Participant who has a portion of his
Account attributable to the Money Purchase Pension Plan Sub-Account or any
other sub-account attributable to a money purchase pension plan as indicated in
Appendix B or Appendix C. Such provisions may be waived through a “Qualified
Election” described in paragraph (c) below. The provisions of this Appendix D
apply only to such portion of his Account.


          (b) Automatic
and Optional Annuity Requirements. If a Participant has a Money Purchase
Pension Plan Sub-Account or any other sub-account attributable to a money
purchase pension plan as indicated in Appendix B or Appendix C (or his Account
includes assets transferred directly from a plan subject to Code Section 417),
distribution shall be made to him through the purchase of an annuity contract
that provides for payment in one of the following annuity forms unless he
elects a different form of payment available under Section 5.6.


	
  

 	
  

 
	
  

 	
           (1) The
 “automatic annuity form” for a Participant who is married on his Benefit
 Payment Date is a 50% Qualified Joint and Survivor Annuity.

 
	
  

 	
  

 
	
  

 	
           (2) The
 “optional annuity form” for a Participant who is married on his Benefit
 Payment Date is a 75% Qualified Joint and Survivor Annuity.

 
	
  

 	
  

 
	
  

 	
           (3) The
“automatic annuity form” for a Participant who is not married on his Benefit
Payment Date is a Single Life Annuity. 

 



           His election of any form of payment
other than the “automatic annuity form” shall not be effective unless it is a
“qualified election;” provided that consent of his spouse shall not be
required if he elects the optional form of Qualified Joint and Survivor
Annuity.  



          (c) Qualified
Preretirement Survivor Annuity Requirements. If a married Participant has a
Money Purchase Pension Plan Sub-Account or any other sub-account attributable
to a 


D-1





money purchase pension plan as indicated in Appendix B or Appendix C
(or his Account includes assets transferred directly from a plan subject to
Code Section 417) dies before his Benefit Payment Date, his spouse shall
receive distribution of the value of his vested interest in such sub-accounts
through the purchase of an annuity contract that provides for payment over the
life of the spouse. His spouse may elect to receive distribution under any one
of the other forms of payment available under Section 5.6 instead of in the
Qualified Preretirement Survivor Annuity form. He may designate a non-spouse
Beneficiary to receive distribution of such sub-accounts only pursuant to a
“qualified election” unless his spouse has previously consented to the naming
of such non-spouse Beneficiary as the sole Beneficiary.


          (d) Qualified
Election Procedures. 


	
  

 	
  

 
	
  

 	
           (1) No
 less than seven (7) and no more than 180 days before distribution of such a
 Participant’s benefit commences, he and his spouse (if any) shall be given a
 written notice to the effect that if he is married on the date of
 commencement of payments, benefits will be payable in form of a 50% (or 75%)
 Qualified Joint and Survivor Annuity under this Appendix unless he, with the
 consent of his spouse, elects to the contrary prior to the commencement of
 payments. Consent of the spouse is not required for an election if the
 Beneficiary is not the spouse. The notice shall describe, in a manner
 intended to be understood by him and his spouse, the terms and conditions of
 the Qualified Joint and Survivor Annuity, the financial effect of the
 election of an optional form or to revoke such an election, and the rights of
 the spouse to consent to an election of an optional form. In addition, the
 notice shall inform him that he has 30 days to elect whether to have benefits
 paid in an optional form described in Section 5.6 in lieu of the automatic
 form provided for in paragraph (b) above. 

 


D-2









	
  

 	
  

 	
  

 
	
  

 	
           (2) A
 Participant who desires to have his benefit under this Appendix D paid under
 one of the options provided in Section 5.6 shall make such an election
 through an Appropriate Request. His election to receive his retirement
 benefit under any of the options provided in Section 5.6 may be revoked by
 him at any time, and any number of times, during the 180-day period ending on
 the day his benefit payments commence. After retirement benefit payments have
 commenced, no elections or revocations of an optional method of distribution
 will be permitted under any circumstances.

 
	
  

 	
  

 	
  

 
	
  

 	
           (3) The
 date payment of his benefit is to commence for a distribution in a form other
 than the 50% (or 75%) Qualified Joint and Survivor Annuity under this
 Appendix may be less than 30 days after receipt of the written notice
 described above if:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A) he
 has been provided with information that clearly indicates that he has at
 least 30 days to consider whether to waive the 50% (or 75%) Qualified Joint
 and Survivor Annuity, and elects (with written consent of his spouse, if
 necessary) another form of distribution;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) he is
 permitted to revoke any affirmative distribution election at least until the
 Benefit Payment Date or, if later, at any time prior to the expiration of the
 seven (7) day period that begins the day after he is provided the explanation
 of the 50% (or 75%) Qualified Joint and Survivor Annuity; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C) the
 date payment of his benefit is to commence is a date after the date that the
 written notice was provided to him.

 


          (e)
Notwithstanding any provision of this Plan to the contrary, to the extent that
any optional form of benefit under this Plan permits a distribution prior to
the Participant’s retirement, death, Total and Permanent Disability, or
Severance from Service Date, and prior to 


D-3





Plan termination, the optional form of benefit is not available with
respect to his Money Purchase Pension Plan Sub-Account or any other sub-account
attributable to a money purchase pension plan as indicated in Appendix B or
Appendix C (or the portion of his Account that includes assets transferred
directly from a plan subject to Code Section 417), other than any portion of
those assets and liabilities attributable to after-tax voluntary Employee contributions
or to a direct or indirect rollover contribution.


          (f) For
purposes of this Appendix D, the following terms have the following meanings:


	
  

 	
  

 	
  

 
	
  

 	
           (1)
 “Qualified Joint and Survivor Annuity” means an immediate annuity payable at
 earliest retirement age under the Plan, as defined in Regulations under Code
 Section 401(a)(11), that is payable for the life of a Participant with a
 survivor annuity payable for the life of his spouse that is equal to at least
 50% but no more than 100% of the amount of the annuity payable during the
 joint lives of him and his spouse. No survivor annuity shall be payable to
 his spouse under a Qualified Joint and Survivor Annuity if such spouse is not
 the same spouse to whom he was married on his Benefit Payment Date.

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 “Qualified Pre-Retirement Survivor Annuity” means an annuity payable for the
 life of a Participant’s surviving spouse upon his death prior to his Benefit
 Payment Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (3)
 “Benefit Payment Date” means: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A) the
 first day of the first period for which an amount is payable as an annuity,
 as described in Code Section 417(f)(2)(A)(i); 

 


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           (B) in
 the case of a benefit not payable in the form of an annuity, the starting
 date for the Qualified Joint and Survivor Annuity that is payable under the
 Plan at the same time and form as the benefit that is not payable as an
 annuity;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C) in
 the case of an amount payable under a retroactive annuity starting date, the
 annuity starting date; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D) the
 date of the purchase of an irrevocable commitment from an insurer to pay the
 benefits due under the Plan. 

 


D-5





APPENDIX E


AMERISAVE RULES AND DEFINITIONS


A. The following
definitions applied to the Prior Plan, and may need to be referenced in the
current administration of the Plan.


	
  

 	
  

 
	
  

 	
 Hour of Service – Prior to January 1, 2009:

 
	
  

 	
  

 
	
  

 	
           (1) each
 hour for which an Employee is directly or indirectly compensated or entitled
 to compensation by the Employer for the performance of duties (these hours to
 be credited to the Employee for the computation period in which the duties
 are performed); 

 
	
  

 	
  

 
	
  

 	
           (4) each
 hour for which an Employee is directly or indirectly compensated or entitled
 to compensation by the Employer (irrespective of whether the employment
 relationship has terminated) for reasons other than performance of duties
 (such as vacation, holidays, sickness, jury duty, disability, lay-off,
 military duty or leave of absence) during the applicable computation period
 (these hours will be calculated and credited pursuant to Regulation
 §2530.200b-2, incorporated herein by reference); and

 
	
  

 	
  

 
	
  

 	
           (5) each
 hour for which back pay is awarded or agreed to by the Employer without
 regard to mitigation of damages (these hours to be credited to the Employee
 for the computation period(s) to which the award or agreement pertains rather
 than the computation period in which the award, agreement or payment is
 made). 

 
	
  

 	
  

 
	
  

 	
           The same
 Hours of Service shall not be credited both under (1) or (2), as the case may
 be, and under (3).

 
	
  

 	
  

 
	
  

 	
           Notwithstanding
 the above: (A) no more than 501 Hours of Service are required to be credited
 to an Employee on account of any single continuous period during which the
 Employee performs no duties (whether or not such period occurs in a single
 computation period); (B) an hour for which an Employee is directly or
 indirectly paid, or 

 


E-1









	
  

 	
  

 
	
  

 	
 entitled to payment, on account of a period during which no duties
 are performed is not required to be credited to the Employee if such payment
 is made or due under a plan maintained solely for the purpose of complying
 with applicable worker’s compensation, or unemployment compensation or
 disability insurance laws; and (C) Hours of Service are not required to be
 credited for a payment which solely reimburses an Employee for medical or
 medically-related expenses incurred by the Employee.

 
	
  

 	
  

 
	
  

 	
           For
 purposes of this definition, a payment shall be deemed to be made by or due
 from the Employer regardless of whether such payment is made by or due from
 the Employer directly or indirectly through, among others, a trust fund or
 insurer to which the Employer contributes or pays premiums, and regardless of
 whether contributions made or due to the trust fund, insurer or other entity
 are for the benefit of particular Employees or are on behalf of a group of
 Employees in the aggregate. 

 
	
  

 	
  

 
	
  

 	
           A period
 of Qualified Military Service shall be included with Hours of Service to the
 extent it has not already been credited. For purposes of crediting Hours of
 Service during a period of Qualified Military Service, an Hour of Service
 shall be credited for each hour such Employee would normally have been
 scheduled to work for the Employer or an Affiliate during such period.

 
	
  

 	
  

 
	
  

 	
           Notwithstanding
 the preceding provisions of this definition, if an Employer does not maintain
 records that accurately reflect actual Hours of Service creditable to an
 Employee hereunder, such Employee will be credited with 45 Hours of Service
 for each week he performs at least one Hour of Service. 

 


E-2









	
  

 	
  

 
	
  

 	
           For
 purposes of this definition, Hours of Service will be credited for employment
 with nonparticipating Affiliates for eligibility and vesting purposes. The
 provisions of Regulation §§2530.200b-2(b) and (c) are incorporated herein by
 reference.

 
	
  

 	
  

 
	
  

 	
 One-Year Break in Service – Prior to January
 1, 2009:

 
	
  

 	
  

 
	
  

 	
           (1) A
 12-consecutive month computation period (as defined under the definition of a
 Year of Vesting Service) in which the Employee does not complete at least 501
 Hours of Service.

 


          (g) (2) Any
period of unpaid leave pursuant to the Family and Medical Leave Act of 1993 or
certain circumstances related to the Qualified Military Service of a family
member shall not be treated or counted toward a One-Year Break in Service.


	
  

 	
  

 
	
  

 	
           (3)
 Solely for determining whether a One-Year Break in Service has occurred in a
 computation period for participation and vesting purposes, an individual who
 is absent from work for maternity or paternity reasons or for Qualified
 Military Service will receive credit for the Hours of Service which would
 otherwise have been credited to such individual. In the event these hours
 cannot be determined, eight (8) Hours of Service per day will be used. For
 purposes of this paragraph, an absence from work for maternity or paternity
 reasons means an absence: (A) by reason of the pregnancy of the individual;
 (B) by reason of the birth of a child of the individual; (C) by reason of the
 placement of a child with the individual in connection with the adoption of
 the child by such individual; or (D) for purposes of caring for the child for
 a period beginning immediately following such birth or placement. However, in
 no event will the hours treated as Hours of Service under this paragraph by
 reason of any absence from work for maternity or paternity reasons exceed 501
 hours. The Hours of Service credited under this paragraph will be 

 


E-3









	
  

 	
  

 
	
  

 	
 credited: (i) in the computation period in which the absence begins
 if the crediting is necessary to prevent a One-Year Break in Service in that
 period; or (ii) in all other cases, in the following computation period.

 
	
  

 	
  

 
	
 B. The following
 rules apply with respect to the conversion from an hours of service method to
 an elapsed time method that became effective on January 1, 2009, and may need
 to be referenced in the current administration of the Plan:

 
	
  

 	
  

 
	
  

 	
           (1) The
 Prior Plan determined Vesting Service under an Hours of Service counting
 methodology. If a Participant was participating in the Prior Plan during the
 Plan Year beginning January 1, 2008, had at least 1,000 Hours of Service for
 vesting purposes during the Plan Year beginning January 1, 2008 and also had
 a Year of Vesting Service (under the elapsed time method) with respect to the
 year beginning on the anniversary of his Employment Commencement Date
 occurring in 2008, such Participant shall be credited with two Years of
 Vesting Service for the period from January 1, 2008 through the anniversary
 of his Employment Commencement Date occurring in 2009.

 
	
  

 	
  

 
	
  

 	
           (2) The
 Prior Plan determined Eligibility Service under an elapsed time methodology.
 Accordingly, there is no change in the calculation of Eligibility Service
 arising from the amendment and restatement of the Prior Plan into the Plan. 

 


E-4