Ex-10.37


AMENDMENT No. 4 TO

THE PROFIT SHARING PLAN OF

QUEST DIAGNOSTICS INCORPORATED


          The Profit
Sharing Plan of Quest Diagnostics Incorporated, whose predecessor was
originally effective October 1, 1973, as presently maintained under an amendment
and restatement made effective as of January 1, 2007, as amended generally
effective as of January 1, 2008, and as subsequently amended generally
effective as of January 1, 2009, is hereby further amended, generally effective
as of January 1, 2010, except as specifically stated herein or as may be
required by applicable law, in the following respects:


	
  

 	
  

 	
  

 
	
 1.

 	
 Section
 3.11(f) is amended in its entirety to provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 “Effective January 1, 2007, 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.”

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Section
 3.11(g)(2) is amended in its entirety to provide as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “(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 but not as Deferral
 Compensation.”

 
	
  

 	
  

 	
  

 
	
 3.

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (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 3.1, 3.6, 3.9 or 4.6(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. 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) 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, or such later date as may be
 specified by Quest Diagnostics, 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

 


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 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (5) The
 Committee will adopt procedures for elections made pursuant to this Section.
 Within a reasonable period of time before payment of an eligible rollover
 distribution, the Committee 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.”

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Section 6.6(d) is amended to add the phrase “under Code Section
 401(k)(2)(B)(i)(I)” at the end thereof.

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

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

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

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

 


3





          As evidence
of its adoption of this Amendment, Quest Diagnostics Incorporated has caused
this instrument to be signed by its authorized officer this 21st day
of December, 2010, generally effective as of January 1, 2010, except as
specifically stated herein or as may be required by applicable law.


	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ David W.
 Nogard

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: Vice
 President

 


4





Appendix A


The Plan allows employers other than Quest Diagnostics to adopt its
provisions. Except as specifically provided below, the names (and jurisdictions
of organization) of other employers who, as of January 1, 2010, have adopted
this Plan are:


	
  

 
	
 American
 Medical Laboratories, Incorporated (DE)

 
	
 APL
 Properties Limited Liability Company (NV)

 
	
 Central
 Plains Holdings, Inc. (KS)

 
	
 C & S
 Clinical Laboratory, Inc. (NJ)

 
	
 Diagnostic
 Path Lab, Inc. (TX)

 
	
 Diagnostics
 Reference Services Inc. (MD)

 
	
 DPD Holdings
 Inc. (DE)

 
	
 Enterix,
 Inc. (DE)

 
	
 ExamOne
 Worldwide, Inc. (PA)

 
	
 ExamOne
 Worldwide of NJ, Inc. (NJ)

 
	
 Focus Diagnostics, Inc. (DE)

 
	
 Focus
 Technologies Holding Company (DE)

 
	
 HemoCue,
 Inc. (CA)

 
	
 LabOne,
 Inc. (MO)

 
	
 LabOne,
 L.L.C. (KS)

 
	
 LabOne
 of Ohio, Inc. (DE)

 
	
 Lab Portal,
 Inc. (DE)

 
	
 Lifepoint
 Medical Corporation (DE)

 
	
 MedPlus,
 Inc. (OH)

 
	
 MetWest Inc.
 (DE)

 
	
 Nichols Institute Diagnostics (CA)

 
	
 Nomad
 Massachusetts, Inc. (MA)

 
	
 OralDNA
 Labs, Inc. (DE)

 
	
 Osborn Group
 Inc. (DE)

 
	
 Quest
 Diagnostics Clinical Laboratories, Inc. 

 
	
 Quest
 Diagnostics Holdings Incorporated (DE)

 
	
 Quest
 Diagnostics Nichols Institute (CA) (formerly Quest Diagnostics Incorporated
 (CA))

 
	
 Quest
 Diagnostics Incorporated (MD)

 
	
 Quest
 Diagnostics Incorporated (MI)

 
	
 Quest
 Diagnostics Incorporated (NV)

 
	
 Quest
 Diagnostics Nichols Institute, Inc. (VA)

 
	
 Quest
 Diagnostics LLC (CT)

 
	
 Quest
 Diagnostics LLC (IL)

 
	
 Quest
 Diagnostics LLC (MA)

 
	
 Quest
 Diagnostics of Pennsylvania Inc. (DE)

 
	
 Quest
 Diagnostics Provider Network, LLC (CO)

 
	
 Quest Diagnostics
 Ventures LLC (DE)

 
	
 Specialty
 Laboratories, Inc. (CA)

 
	
 Unilab
 Corporation (DE)

 
	
 Valcor
 Associates Inc. (PA)

 
	
  

 
	
 Associated
 Pathologists, Chartered (NV)

 
	
 Associated
 Diagnostic Pathologists, Inc. (CA)