Ex-10.36


AMENDMENT
No. 3 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, and as amended from time
to time thereafter, is hereby further amended, generally effective as of
January 1, 2003, except as specifically stated herein, in the following
respects:


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


	
  

 	
  

 
	
  

 	
           “Certain
 bona
 fide residents of Puerto Rico who were Employees of Quest
 Diagnostics of Puerto Rico, Inc. (“the Puerto Rico Participants”) for a short
 period participated in the Plan. However, effective August 15, 1999, the
 Puerto Rico Participants were no longer considered to be Employees, thus
 becoming ineligible to participate in the Plan for purposes of any
 contributions, including but not limited to Employee Pre-Tax Contributions,
 Employer Matching Contributions and Discretionary Contributions. The Puerto
 Rico Participants, however, have accrued vested benefits in their Individual
 Accounts under the Plan. On or before December 31, 2010, the entire value of
 the Individual Accounts of the Puerto Rico Participants shall be transferred,
 as permitted by the provisions of IRS Revenue Ruling 2008-40, to the Quest
 Diagnostics Puerto Rico Defined Contribution Plan, which is exempt from
 taxation under Section 1165(a) of the Puerto Rico Internal Revenue Code of
 1994, as amended, and pursuant to Section 1022(i)(1) of ERISA, deemed
 qualified under Section 501(a) of the United States Internal Revenue Code of
 1986, as amended.”

 


          2.
Appendix D is added to the Plan, as follows in the attached Appendix D, in
order for the Plan to comply with the qualification requirements of Section
1165(a) of the Puerto Rico Internal Revenue Code of 1994 with respect to Puerto
Rico Participants, although since January 1, 2003 in operation the Plan has complied
with the PR Code requirements.


          3.
In all other respects, the Plan shall remain unchanged by this Amendment.


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          As
evidence of its adoption, Quest Diagnostics Incorporated has caused this
instrument to be signed by its authorized officer this 19th day of November,
2010, generally effective as of January 1, 2003, except as specifically stated
herein. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 QUEST DIAGNOSTICS INCORPORATED

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ David W. Norgard

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 Title: Vice President

 


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APPENDIX D


PROVISIONS APPLICABLE
TO BONA FIDE RESIDENTS OF PUERTO RICO


          This
Appendix D (the “PR Appendix”) to the Plan pertains exclusively to PR
Participants, as defined below. 


          A.
Purpose


          The
purpose of this PR Appendix is to comply with the qualification requirements of
Section 1165(a) of the PR Code, as defined below. 


          B.
Definitions


	
  

 	
  

 
	
  

 	
           1.
 Deferral Compensation

 
	
  

 	
  

 
	
  

 	
           Deferral
 Compensation is as defined in the Plan, provided that the Deferral
 Compensation of a PR Participant taken into account under the Plan for a Plan
 Year shall not exceed $200,000, as adjusted for cost of living increases. 

 
	
  

 	
  

 
	
  

 	
           The
 following rules apply for purposes of this definition:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a. Any pre-tax contributions of a PR
 Participant to a deferred compensation plan under Section 1165(e) of the PR
 Code shall be included in Deferral Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b. Any benefits paid under this or any
 other deferred compensation plan or any qualified retirement plan shall be
 excluded from Deferral Compensation.

 






	
  

 	
  

 
	
  

 	
           2.
 Highly Compensated Puerto Rico Employee (“HCPRE”)

 
	
  

 	
  

 
	
  

 	
           A
 HCPRE is a PR Participant who is more highly compensated than two-thirds of
 all other PR Participants, taking into account only compensation considered
 in applying and/or meeting participation and discrimination standards. 

 
	
  

 	
  

 
	
  

 	
           3.
 Non-Highly Compensated PR Employee (“NHCPRE”)

 
	
  

 	
  

 
	
  

 	
           A
 NHCPRE is a PR Participant who is not a HCPRE, as said term is defined herein
 and in accordance with Section 1165(e)(3)(E)(iii) of the PR Code.

 
	
  

 	
  

 
	
  

 	
           4.
 PR Code

 
	
  

 	
  

 
	
  

 	
           The
 Puerto Rico Internal Revenue Code of 1994, as amended. Reference to a Section
 or Subsection of the PR Code and regulations promulgated thereunder includes
 reference to any comparable or succeeding provisions of any legislation or
 regulation that amends, supplements or replaces such Section or Subsection. 

 


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           5.
 Affiliate

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           An
 “Affiliate” means any corporation during the time it belongs to a “controlled
 group” (as defined by PR Code Section 1028) of which an Employer is a member.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           6.
 PR Participant

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           The
 term “PR Participant” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a. a Participant whose compensation is
 subject to PR income taxes; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b. whose services are primarily provided in
 Puerto Rico; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c. who, during the time when the services
 were provided, was a bona fide resident of Puerto Rico.

 
	
  

 	
  

 	
  

 	
  

 


          C.
Rollover Contributions


	
  

 	
  

 
	
  

 	
           1.
 In general. A PR Participant may roll over into the Plan any amount eligible
 for a tax-free rollover if the requirements of Section 1165(b)(2) of the
 PR Code are met.

 
	
  

 	
  

 
	
  

 	
           2.
 Rollover Contributions rolled over to the Plan must be made within sixty (60)
 days of receipt by the PR Participant and in the form of cash, unless
 otherwise specifically permitted by the Committee.

 
	
  

 	
  

 
	
  

 	
           3.
 Notwithstanding any provision of the Plan to the contrary that would
 otherwise limit a Distributee’s, as defined below, election under this PR
 Appendix, a Distributee may, by making an Appropriate Request at the time and
 in the manner prescribed by the Committee, to have an Eligible Rollover
 Distribution, as defined below, paid directly to an Eligible Retirement Plan,
 as defined below, specified by the Distributee in a Direct Rollover, as
 defined below. For purposes of this Section, the following definitions apply:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a. Eligible
 Rollover Distribution: An Eligible Rollover Distribution
 includes any distribution of all of the balance to the credit of the
 Distributee, except that an Eligible Rollover Distribution does not include:
 any distribution that is one of a series of substantially equal periodic
 payments (not less frequently than annually) made for the life (or life
 expectancy) of the Distributee or the joint lives (or joint life
 expectancies) of the Distributee and the Distributee’s Beneficiary, or for a
 specified period of ten years or more; and the portion of any distribution
 that is not includable in gross income (determined without regard to the
 exclusion for net unrealized appreciation with respect to employer
 securities).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b. Eligible
 Retirement Plan: An Eligible Retirement Plan also includes an
 individual retirement account or annuity plan described in PR Code Section
 1169(a), or a qualified trust described in PR 

 


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 Code Section 1165(a), that accepts the
 Distributee’s Eligible Rollover Distribution.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c. Distributee:
 A Distributee includes a PR Participant or former PR Participant.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 d. Direct
 Rollover. A Direct Rollover is a payment by the Plan to the
 Eligible Retirement Plan specified by the Distributee.

 


          D.
PR Participants’ Regular Pre-Tax Contributions 


          A
PR Participant shall be allowed to elect to have his or her Compensation
reduced in an amount not less than one percent (1%) and not more than ten
percent (10%), in whole increments of one percent (1%), as required under the
PR Code. 


          In
addition to the above, the Actual Deferral Percentage for any HCPRE for the Plan
Year and who is eligible to have pre-tax contributions allocated to his account
under two or more plans or arrangements described in PR Code Section 1165(e)
that are maintained by the participating Employer or an Affiliate, shall be
determined as if such pre-tax contributions were made under a single
arrangement. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E.
 Annual Limitation on PR Participants’ Regular Pre-Tax Contributions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           1.
 In no event shall a PR Participant’s Regular Pre-Tax Contributions during any
 calendar year exceed $8,000 or such other amount as may be permitted under
 the PR Code. If a PR Participant’s Regular Pre-Tax Contributions, together
 with any additional elective contributions to a qualified cash or deferred
 arrangement, and any elective deferrals under a tax-sheltered annuity program
 or a simplified employee pension plan, exceed such dollar limitation for any
 calendar year, such excess, and any earnings allocable thereto, shall be
 distributed to the PR Participant; provided that, if such excess contributions
 were made to a plan or arrangement not maintained by the Employer or an
 Affiliate, the PR Participant must notify the Committee by March 1 of the
 following year of the amount of such excess allocable to this Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           2.
 Notwithstanding any other provision of this Plan to the contrary, the Regular
 Pre-Tax Contributions for the HCPREs for a Plan Year shall be reduced in
 accordance with the following provisions:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a. The Regular Pre-Tax Contributions of the
 HCPRE shall be reduced if neither of the Actual Deferral Percentage Tests set
 forth in (A) or (B) below is satisfied after taking into account the
 provisions of subsection (6) below: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           A.
 The 1.25 Test. The Actual Deferral Percentage of the HCPREs is not more than
 the Actual Deferral Percentage of the NHCPREs multiplied by 1.25.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           B.
 The 2.0 Test. The Actual Deferral Percentage of the HCPREs is not more than 2
 percentage points greater than the Actual Deferral Percentage of the NHCPREs
 and 

 


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 the Actual Deferral Percentage of the
 HCPREs is not more than the Actual Deferral Percentage of the NHCPREs
 multiplied by 2.0.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b. As used in this subsection, “Actual
 Deferral Percentage” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           A.
 With respect to NHCPREs, the average of the ratios of each NHCPRE’s Regular
 Pre-Tax Contributions with respect to the current Plan Year, to each such
 NHCPRE’s Compensation for such Plan Year; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           B.
 With respect to HCPREs, the average of the ratios of each HCPRE’s Regular
 Pre-Tax Contributions with respect to the current Plan Year, to each such
 HCPRE’s Compensation for such Plan Year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 c. If neither Actual Deferral Percentage
 Test is satisfied as of the end of the Plan Year, the Committee shall cause
 the Regular Pre-Tax Contributions for the HCPREs to be reduced and refunded
 to each such HCPRE until either Actual Deferral Percentage Test is satisfied.
 The sequence of such reductions and refunds shall begin with HCPREs who
 deferred the greatest percentage, starting with the unmatched Regular Pre-Tax
 Contributions, if any, then the second greatest percentage, continuing until
 either Actual Deferral Percentage Test is satisfied. This process shall
 continue through the remaining unmatched Regular Pre-Tax Contributions, if
 any, and continuing with the matched Regular Pre-Tax Contributions until
 either Actual Deferral Percentage Test is satisfied. Once either Actual
 Deferral Percentage Test is satisfied, the Contributions shall direct the
 Trustee to distribute to the appropriate HCPREs the amount of the reduction
 of the Regular Pre-Tax Contributions of each such HCPRE and to treat as
 forfeitures the appropriate amount of Employer Matching Contributions,
 together with the net earnings or losses allocable thereto. The Committee
 shall designate such distribution and forfeiture as a distribution and
 forfeiture of excess contributions, determine the amount of the allocable net
 earnings or losses to be distributed in accordance with subsection (3) below,
 and cause such distributions and forfeitures to occur prior to the end of the
 Plan Year following the Plan Year in which the excess Regular Pre-Tax
 Contributions and excess Employer Matching Contributions were made.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           3.
 Net earnings or losses to be refunded with the excess Regular Pre-Tax
 Contributions shall be equal to the net earnings or losses on such
 contributions for the Plan Year in which the contributions were made.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           4.
 Net earnings or losses to be treated as forfeitures together with the
 Employer Matching Contributions shall be equal to the net earnings or losses
 on 

 


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 such contributions for the Plan Year in
 which the contributions were made. Net earnings or losses on Employer
 Matching Contributions shall be determined in the same manner as in
 subsection (3) above, except that the phrase “Employer Matching
 Contributions” shall be substituted for the phrase “Regular Pre-Tax
 Contributions” wherever used therein.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
           5.
 Employer Matching Contributions treated as forfeitures pursuant to subsection
 (b) above shall be used to reduce future Employer Matching Contributions to
 the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           6.
 To avoid the need to make adjustments pursuant to this Section:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 a. The Committee may adopt such rules as it
 deems necessary or desirable to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           A.
 impose limitations during a Plan Year on the percentage of Regular Pre-Tax
 Contributions elected by PR Participants pursuant to the Plan for the purpose
 of avoiding the necessity of adjustments pursuant to this section or to
 comply with any other applicable law or regulation; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           B.
 increase during a Plan Year the percentage of Deferral Compensation with
 respect to which a PR Participant may elect Regular Pre-Tax Contributions for
 the purpose of providing PR Participants with the opportunity to increase
 their Regular Pre-Tax Contributions within the limitations of this section.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 b. The Employer may, at its sole
 discretion, make fully vested contributions to the Plan which will be
 allocated to one or more PR Participants who are NHCPREs in such amounts as
 the Employer directs for the purpose of complying with the applicable limits
 of the PR Code. Such contributions will not be taken into account in the
 allocation of the Employer Matching Contributions.

 


          F.
Discretionary Contributions


          The
Plan Administrator may elect to have all or a portion of the Discretionary
Contributions (that meet the requirements of the applicable Puerto Rico
Treasury Regulations) for a calendar year taken into account in calculating the
PR Code Section 1165(a)(3) tests for that year.


          G.
Withdrawals


          General
Rules. In accordance with Section 6.2 of the Plan, a PR Participant, upon
making an Appropriate Request, and with approval of the Committee, may make a
withdrawal from his Individual Account in cash (or its equivalent). No PR
Participant shall be permitted to make a withdrawal under Section 6.2 more
often than once in any one-year period. A PR Participant may not make any
Employee Pre-Tax Contributions under Section 3.1 of the Plan for each payroll
period that begins during the period starting on the withdrawal approval date
and ending twelve (12) months following that


D-5





date, nor may he
make any other election contributions to any “employee plan” pursuant to
Section 1165-8(d)(2)(iii)(B) of the PR Code. Following such 12-month period,
the PR Participant may resume his Employee Pre-Tax Contributions only as
permitted by the PR Code.


          A
PR Participant may make a withdrawal under Section 6.2 only to meet a financial
obligation for:


	
  

 	
  

 
	
  

 	
           1.
 Unreimbursed expenses for medical care (as defined in Section 1023(a)(2)(P)
 of the PR Code) incurred by the PR Participant, his or her spouse or any
 dependent (as defined in Section 1025 of the PR Code) of the PR Participant,
 or necessary to enable any such person to obtain such care;

 
	
  

 	
  

 
	
  

 	
           2.
 Down payment and closing costs (excluding mortgage payments) directly related
 to the purchase of the PR Participant’s principal residence;

 
	
  

 	
  

 
	
  

 	
           3.
 Payment of tuition, room and board and related educational expenses for up to
 the next 12 months of post-secondary education for the PR Participant, his or
 her spouse, children or any dependent (as defined in Section 1025 of the PR
 Code) of the PR Participant; or

 
	
  

 	
  

 
	
  

 	
           4.
 Prevention of the eviction of the PR Participant from his or her principal
 residence or foreclosure on the mortgage or deed of trust on the PR
 Participant’s principal residence.

 
	
  

 	
  

 
	
  

 	
           5.
 The Secretary of the Puerto Rico Department of the Treasury may expand the
 above list under published documents of general applicability, as provided
 under Puerto Rico Treasury Regulation §1165-8(d)(2)(ii)(B).

 


          H.
Use of Terms


          All
terms and provisions of the Plan shall apply to this PR Appendix, except that
where the terms and provisions of the Plan and this PR Appendix conflict, the
terms and provisions of this PR Appendix shall govern with respect to PR
Participants.


          I.
Effective Date


          The
provisions of this PR Appendix shall be effective as of January 1, 2003.


          J.
Miscellaneous


	
  

 	
  

 
	
  

 	
           1.
 Information Between Plan Administrator and Trustee. The Plan
 Administrator and the Trustee will furnish each other such information
 relating to the Plan and Trust as may be required under the PR Code and any
 regulations issued or forms adopted by the Puerto Rico Treasury Department
 thereunder or under ERISA and any regulations issued.

 
	
  

 	
  

 
	
  

 	
           2.
 Governing Law. This PR Appendix will be construed, administered and
 enforced according to the laws of the Commonwealth of Puerto Rico to the
 extent such laws are not inconsistent with and/or preempted by ERISA.

 


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           3.
 Exclusive Benefit of Participants. All contributions made by an
 Employer are conditional upon qualification of the Plan under PR Code Section
 1165(a) and upon deductibility under PR Code Section 1023. Notwithstanding
 anything in the Plan to the contrary, it shall be prohibited at any time for
 any part of the Trust Fund (other than such part as is required to pay taxes
 and administrative expenses) to be used for, or diverted to purposes other
 than for the exclusive benefit of the Participants or their Beneficiaries,
 except that upon the direction of the Committee, (a) any contribution made by
 an Employer by a mistake of fact shall be returned to an Employer within one
 year after the payment of the contribution; (b) any contribution shall be
 returned to the Employer within one year after the denial of initial
 qualification of the Plan under PR Code Section 1165(a); and (c) any
 contribution may be returned to the extent disallowed as a deduction under PR
 Code Section 1023(n) within one year after the disallowance of the deduction.

 


D-7