S-8

Registration No. __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

QUEST DIAGNOSTICS INCORPORATED

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

16-1387862
(I.R.S. Employer
Identification No.)

Three Giralda Farms
Madison, New Jersey 07940
(Address of principal executive office)

401(k) Savings Plan of Quest Diagnostics Incorporated
(Full title of the Plan)

William J. O’Shaughnessy, Jr.
Quest Diagnostics Incorporated
Three Giralda Farms
Madison, New Jersey 07940
(973) 520-2116

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(2)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee
Common Stock, Par Value $0.01		1,750,000 Shares (1)		$50.52		$88,410,000		$3,474.51
Interests in 401(k) Savings Plan of Quest Diagnostics Incorporated		—		—		—		—

(1)	Represents the number of shares of Common Stock authorized for issuance pursuant to the amended and restated 401(k) Savings Plan of Quest Diagnostics Incorporated (the “Plan”).
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares of Common Stock shown above, an indeterminate number of shares of Common Stock that, by reason of certain events specified in the Plan, may become subject to such Plan. Includes related interests in the trust created pursuant to the Plan.
(3)	Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price reported for the shares of Common Stock on the New York Stock Exchange on February 17, 2009.

- 2 -

EXPLANATORY NOTE

          Quest Diagnostics Incorporated, a Delaware corporation (the “Corporation” or the “Registrant”), has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register shares of our common stock, $0.01 par value per share, issuable under our amended and restated 401(k) Savings Plan of Quest Diagnostics Incorporated (the “Plan”).

PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information*
Item 2.	Registrant Information and Employee Plan Annual Information*

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          The following documents and reports filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a) Annual Report of the Registrant on Form 10-K for the year ended December 31, 2008 filed February 17, 2009 (File No. 001-12215/Film No. 09614149)

(b) Current Reports on Form 8-K dated January 26, 2009 (File No. 001-12215/Film No. 09544066) and February 13, 2009 (File No. 001-12212/Film No. 09603741)

(c) The description of the Registrant’s common stock, par value $0.01, set forth in its Registration Statement on Form 10 (File No. 1-12215, Item 11) filed by the Registrant and declared effective on November 26, 1996, including any amendment or report filed for the purpose of updating such description.

                    In addition, all documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement

- 3 -

contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.		Description of Securities.
	Not applicable.
Item 5.		Interests of Named Experts and Counsel.
	Not applicable.
Item 6.		Indemnification of Directors and Officers

          Limitation on Liability of Directors

     Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the “DGCL”), Paragraph 11 of our certificate of incorporation (the “Certificate”) eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including, without limitation, directors serving on committees of our board of directors. Directors remain liable for (1) any breach of the duty of loyalty to us or our stockholders, (2) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (3) any violation of Section 174 of the DGCL, which proscribes the payment of dividends and stock purchases or redemptions under certain circumstances, and (4) any transaction from which directors derive an improper personal benefit.

          Indemnification and Insurance

          In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers, and employees under certain circumstances, Section 7.01 of our By-Laws and Section 11 of our Certificate each grant the Corporation’s officers and directors a right to indemnification, to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) for all expenses, liabilities and losses reasonably incurred by each director or officer who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and such indemnification shall continue as to former directors and officers and shall inure to the benefit of such directors’ and officers’ heirs, executors and administrators; provided, however, that, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by the person seeking indemnification only

- 4 -

if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Our By-laws and our Certificate also each provide that officers and directors of the Corporation covered by this indemnification provision shall be entitled to receive advancement of such expenses prior to the final disposition of the proceeding; provided, however, that such advances will only be made upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under such provisions of our By-Laws or Certificate or otherwise.

          Our By-Laws and our Certificate further provide that the indemnification set forth in each document shall not limit or exclude any rights, indemnities or limitations of liability to which any such officer or director may otherwise be entitled, whether as a matter of law, by agreement, vote of the stockholders or disinterested directors of the Corporation, under either of the Certificate of Incorporation or the By-Laws, or otherwise.

          Each of our By-Laws and our Certificate further provides that the Corporation may maintain insurance to protect itself and its officers and directors against such loss, expense and liability, and such insurance shall be effective whether or not the Corporation would have the power to provide to such person the indemnification set forth under the DGCL. The Corporation intends to maintain insurance coverage for its officers and directors as well as insurance coverage to reimburse the Corporation for potential costs of its corporate indemnification of directors and officers.

          Our By-Laws further provide that should any repeal or modification of any of the provisions of Section 7.01 occur, such changes would not adversely affect any right or protection of any director, officer or other person in respect of any proceeding arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

Additional Rights

          Pursuant to an Amended and Restated Employment Agreement dated as of November 7, 2008 the Corporation is required to indemnify (including advancement of expenses) Surya N. Mohapatra to the full extent permitted by law and the Corporation’s By-laws, and to include him as an insured person under the Corporation’s directors’ and officers’ liability insurance policy.

General

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing provisions, the Corporation has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7.		Exemption from Registration Claims.
	Not applicable.

- 5 -

Item 8. Exhibits.

          An exhibit index has been filed as part of this Registration Statement beginning on page 10 and is incorporated herein by reference.

Item 9. Undertakings

          (a) The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

                              (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                              (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

                              (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the Registration Statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

- 6 -

                    (4) The Registrant undertakes that it will submit the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and will make all changes required by the IRS in order to maintain the tax-qualified status of the Plan.

          (b) For the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

- 7 -

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing an Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on February 20, 2009.

Quest Diagnostics Incorporated
By:	/s/ Surya N. Mohapatra, Ph.D.
Surya N. Mohapatra, Ph.D.
Chairman of the Board,
President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on February 20, 2009 by the following persons in the capacities indicated.

          Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signatures	Capacity
/s/ Surya N. Mohapatra	Chairman of the Board, Chief Executive Officer, President
Surya N. Mohapatra
/s/ Robert A. Hagemann	Senior Vice President and Chief Financial Officer
Robert A. Hagemann

- 8 -

/s/ Thomas F. Bongiorno	Vice President, Corporate Controller and Chief Accounting Officer
Thomas F. Bongiorno
/s/ John C. Baldwin, M.D.	Director
John C. Baldwin, M.D.
/s/ Jenne K. Britell, Ph.D.	Director
Jenne K. Britell, Ph.D
/s/ William F. Buehler	Director
William F. Buehler
/s/ Rosanne Haggerty	Director
Rosanne Haggerty
/s/ Gary M. Pfeiffer	Director
Gary M. Pfeiffer
/s/ Daniel C. Stanzione, Ph.D.	Director
Daniel C. Stanzione, Ph.D.
/s/ Gail R. Wilensky, Ph.D.	Director
Gail R. Wilensky, Ph.D.
/s/ John B. Ziegler	Director
John B. Ziegler

Pursuant to the requirements of the Securities Act of 1933, the administrator of the 401(k) Savings Plan of Quest Diagnostics Incorporated has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on February 20, 2009.

Quest Diagnostics Incorporated

By:   /s/ David W. Norgard

David W. Norgard

Vice President Human Resources

- 9 -

EXHIBIT INDEX

Exhibit Number	Exhibit
4.1*	401(k) Savings Plan of Quest Diagnostics Incorporated amended and restated as of January 1, 2009
4.2	Restated Certificate of Incorporation (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 31, 2001) and incorporated herein by reference) (Commission File Number 001-12215)
4.3	Amendment of the Restated Certificate of Incorporation (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference) (Commission File Number 001-12215)
4.4	Amended and Restated By-Laws of the Registrant (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: February 13, 2009) and incorporated herein by reference) (Commission File Number 001-12215)
5.1*	Opinion of Epstein Becker & Green, P.C.
23.1*	Consent of Independent Accountants
24.1*	Power of Attorney (included on signature page)
*Filed herewith.

- 10 -

EX-4.1

Exhibit 4.1

401(k) SAVINGS PLAN OF
QUEST DIAGNOSTICS INCORPORATED

(Amendment and Restatement
Effective January 1, 2009)

TABLE OF CONTENTS

				Page
INTRODUCTION				1
ARTICLE I		DEFINITIONS		5
ARTICLE II		ELIGIBILITY AND PARTICIPATION		9
	2.1	Eligibility		9
	2.2	Participation		9
	2.3	Beneficiary Designation		9
	2.4	Investment Option Specification		9
	2.5	Notification of Individual Account Balance		9
ARTICLE III		CONTRIBUTIONS		9
	3.1	Employee Pre-Tax Contributions		9
	3.2	Employer Matching Contributions		9
	3.3	Discretionary Contributions		9
	3.4	Rollover Contributions		9
	3.5	Maximum Deductible Contribution		9
	3.6	Actual Deferral Percentage Test Safe Harbor		9
	3.7	Payment of Contributions to Trustee		9
	3.8	Employee After-Tax Contributions		9
	3.9	Actual Contribution Percentage Test Safe Harbor		9
	3.10	USERRA		9
	3.11	QNECs		9
ARTICLE IV		ALLOCATIONS TO INDIVIDUAL ACCOUNTS		9
	4.1	Individual Accounts		9
	4.2	Allocation of Employee Pre-Tax Contributions		9
	4.3	Allocation of Employer Matching Contributions		9
	4.4	Allocation of Discretionary Contributions	9
	4.5	Allocation of Forfeitures		9
	4.6	Maximum Additions		9
ARTICLE V		DISTRIBUTIONS		9
	5.1	Normal Retirement		9
	5.2	Disability		9
	5.3	Death Before Retirement or Termination of Employment		9
	5.4	Death After Retirement or Termination of Employment		9
	5.5	Termination of Employment		9
	5.6	Method of Payment		9
	5.7	Cash-Outs; Consent		9

-i-

	5.8	Benefits to Minors and Incompetents	9
	5.9	Payment of Benefits	9
	5.10	Valuation of Accounts	9
	5.11	Direct Rollovers	9
	5.12	Payment to Alternate Payee Under QDRO	9
	5.13	Distribution Upon Severance from Employment	9
	5.14	Voluntary Direct Transfers	9
ARTICLE VI		LOANS AND WITHDRAWALS	9
	6.1	Loans to Participants	9
	6.2	Hardship Withdrawals	9
	6.3	Non-Hardship Withdrawals	9
	6.4	Withdrawal of Dividends	9
	6.5	Certain Dividends	9
	6.6	Qualified Reservist Distribution	9
ARTICLE VII		TRUST FUND	9
	7.1	Contributions	9
	7.2	Trustee	9
	7.3	Company Stock Fund	9
ARTICLE VIII		FIDUCIARIES	9
	8.1	General	9
	8.2	Quest	9
	8.3	Employer	9
	8.4	Trustee	9
	8.5	Committee	9
	8.6	Claims for Benefits	9
	8.7	Denial of Benefits – Review Procedure	9
	8.8	Records	9
	8.9	Missing Persons	9
ARTICLE IX		AMENDMENT AND TERMINATION OF THE PLAN	9
	9.1	Amendment of the Plan	9
	9.2	Termination of the Plan	9
ARTICLE X		PROVISIONS RELATIVE TO EMPLOYERS INCLUDED IN PLAN	9
	10.1	Method of Participation	9
	10.2	Withdrawal	9

-ii-

ARTICLE XI		TOP HEAVY PROVISIONS	9
	11.1	Determination of Top Heavy	9
	11.2	Top-Heavy Definitions	9
ARTICLE XII		MISCELLANEOUS	9
	12.1	Governing Law	9
	12.2	Construction	9
	12.3	Administration Expenses	9
	12.4	Participant’s Rights; Acquittance	9
	12.5	Spendthrift Clause	9
	12.6	Merger, Consolidation or Transfer	9
	12.7	Mistake of Fact	9
	12.8	Counterparts	9
	12.9	Transitional Rule	9
ARTICLE XIII		ADOPTION OF THE PLAN	9
APPENDIX A		PARTICIPATING EMPLOYERS	A-9
APPENDIX B		MERGED PLANS: SPECIAL RULES AND PROTECTED BENEFITS	B-9
APPENDIX C		TRANSFERRED SUB-ACCOUNTS	C-9
APPENDIX D		SPECIAL DISTRIBUTION PROVISIONS	D-9
APPENDIX E		AMERISAVE RULES AND DEFINITIONS	E-9

-iii-

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. Before January 1, 1994, 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, the ongoing 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 renamed and amended and restated in its entirety as the 401(k) Savings Plan of Quest Diagnostics Incorporated (the “Plan”); (ii) the Plan continues to be maintained for the benefit of eligible employees of AmeriPath, Inc. and of any other participating Affiliate; and (iii) Quest Diagnostics Incorporated became the sponsor of the Plan. It is intended that the Plan continue to be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986 as a 401(k) profit sharing plan that includes an employee stock ownership plan under Code Section 4975(e)(7) and a cash or deferred arrangement.

          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, Years of Vesting Service will be determined as provided in this Plan. Notwithstanding any other provision of the Plan to the contrary, a Plan 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.

          Any provision of the Prior Plan that restricted or limited withdrawals, loans or other distributions, or otherwise required separate accounting with respect to any portion of a

-1-

Participant’s account immediately prior to the later of the effective date of this amendment and restatement or the date this Plan is adopted, 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. The benefits of a participant who terminates employment as determined under the Prior Plan or the Plan will be determined in accordance with the terms of the Prior Plan or the Plan as in effect as of the date of such termination.

          No provision of this amended and restated 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 Prior Plan before this amendment and restatement, except to the extent permitted under Treasury Regulations §1.401(a)-4 and §1.411(d)-4. Except as expressly provided herein, the Prior Plan provisions as in effect immediately prior to this amendment and restatement shall remain in effect for those Participants who do not complete an hour of service at any time after January 1, 2009.

- 2 -

ARTICLE I

DEFINITIONS

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

          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 terminated employment due to a reduction-in-force during such Plan Year, or (4) has died during such Plan Year.

          Affiliate – An organization which is not an Employer, but which must be considered together with an Employer under Code Sections 414(b), (c), (m) or (o).

          Appropriate Request – A request by a Participant in the form and manner provided by the Committee that is appropriate for the intended purpose. If the Committee 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 Committee.

          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.

          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.

- 3 -

          Committee – The Benefits Administration Committee, as provided for in Section 8.5, or a duly-authorized representative of the Benefits Administration Committee.

          Company Stock – Any class of Quest’s common stock or Quest’s preferred stock that is convertible into common stock.

          Company Stock Fund – A stock fund investing primarily in Company Stock. The portion of a Participant’s Individual Account under the Plan that is invested in the Company Stock Fund is intended to qualify as a profit sharing plan under Code Section 401(a) and as an employee stock ownership plan under Code Section 4975(e)(7).

          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 604l(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, plus Employee Pre-Tax Contributions, salary reduction contributions to a Code Section 125 cafeteria plan and pre-tax contributions to purchase qualified transportation fringe benefits pursuant to Code Section 132(f)(4).

          Notwithstanding the preceding paragraph, (1) Deferral Compensation shall include amounts (e.g., bonuses, commissions or unused vacation) paid by the Employer following the Employee’s termination of employment with the Employer, but only if such amounts are paid no

- 4 -

later than 30 days after the Employee’s termination of 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 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.

          Effective January 1, 2002, Deferral Compensation in excess of $200,000 (or such different amount as may be applicable under Code Section 401(a)(17)(B)) for any Plan Year shall not be taken into account.

          Notwithstanding anything in the Plan to the contrary, the limit imposed by Section 401(a)(17)(B) of the Code 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.

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

          Effective Date – January 1, 2009, 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 required by law; and (ii) the Effective Date on which each Employer (other than the Corporation) began participating in the Plan is set forth in Appendix A.

          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

- 5 -

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.

           (b) Eligibility service shall also 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, however, that employment as a leased employee within the meaning of Code Section 414(n) shall not be taken into account if more than five calendar days elapses between the last day of employment as a leased employee and the Employment Commencement Date;

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

          (4) With respect to any person employed by an Employer that is a joint venture, periods of contiguous employment with the joint venture partner of the Corporation (or a subsidiary thereof) prior to the establishment of the joint venture which would have constituted eligibility service under the Plan had the service been rendered

- 6 -

after the establishment of the joint venture, under rules promulgated by the Committee 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 a subsidiary 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 subsidiary) 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 Committee 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 which adopts this Plan and who is not a member of the Quest Diagnostics Incorporated controlled group under Code Sections 414(b), (c), (m) or (o).

          (c) 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 sentence, the following shall not be considered an Employee for

- 7 -

purposes of this Plan: (1) any 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 or any governmental agency or any other entity; (2) any person 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) any person who is excluded from participation hereunder by the terms of his Employer’s adoption of this Plan; (4) any 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); (5) any 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) any person who receives compensation solely for service as a member of the Board; or (7) any person employed in Puerto Rico shall not be considered an Employee and shall be ineligible to participate in the Plan for purposes of any contributions including Employee Pre-Tax Contributions, Employer Matching Contributions and Discretionary Contributions.

          Employee Pre-Tax Catch-Up Sub-Account – That portion of a Participant’s Individual Account attributable to the Catch-Up Pre-Tax Contributions allocated to such Participant under Section 4.2 and 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 shall also 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 and losses thereon.

- 8 -

          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 – That portion of a Participant’s Individual Account attributable to the Regular Pre-Tax Contributions allocated to such Participant under Section 4.2 and 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 arrangement shall also 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 and losses thereon.

          Employer – Collectively or individually as the context may indicate, the Corporation and any other entity which has been authorized by the Board to adopt the Plan and by action of its own board of directors as specified in Section 10.1 has adopted the Plan or any successor to one or more of such entities. 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 – That portion of a Participant’s Individual Account attributable to the Employer Matching Contributions allocated to such Participant under Section 4.3 and invested in one or more of the Investment Options at the direction of the Participant, and any earnings and losses on such contributions.

          Employer Prior Plan Matching Sub-Account – That portion of a Participant’s Individual Account attributable to the Employer Matching Contributions allocated to such Participant under

- 9 -

the Prior Plan and invested in one or more of the Investment Options at the direction of the Participant, and any earnings and losses on such contributions.

          Employment Commencement Date – The later of: (1) the date on which an Employee first performs an Hour of Service for an Employer, or (2) the Effective Date of the Employee’s Employer.

          ERISA – The Employee Retirement Income Security Act of 1974, as amended.

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

          Forfeitures – Amounts forfeited pursuant to Section 5.5(b)(3).

          Fund – The Trust Fund.

          Highly Compensated Employee – For any Plan Year, any employee who (a) during the current Plan Year or the immediately preceding Plan Year was at any time a 5-percent owner (as defined in Code Section 416(i)(1); or (b) during the immediately preceding Plan Year received compensation (as defined in Code Section 414(q)(4)) from an Employer or an Affiliate in excess of $100,000 (as adjusted under Code Section 414(q)(1)).

          A former employee shall be treated as a Highly Compensated Employee if such employee was a Highly Compensated Employee (a) when such employee separated from service with the Employer, or (b) at any time after attaining age 55.

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

          Individual Account – The aggregate of a Participant’s Employee Regular Pre-Tax Sub-Account, Employee Pre-Tax Catch-Up Sub-Account, Employer Matching Sub-Account, Merged

- 10 -

Plan Sub-Account, Merged Prior Plan Sub-Account, Money Purchase Plan Sub-Account, Prior Plan Employer Matching Sub-Account, Prior Plan Rollover Sub-Account, Qualified Nonelective Contribution Sub-Account, Rollover Sub-Account, Vested Company Stock Dividend Sub-Account, Vested Money Purchase Plan Dividend Sub-Account, such other sub-accounts as the Participant may have pursuant to Appendix B or Appendix C, and such other sub-accounts as may be authorized by the Committee for a Participant individually or for Participants generally.

          Investment Option – The investment vehicle elected by the Participant in accordance with Section 2.4 for investment of his Individual Account. The Company Stock Fund shall at all times be an available Investment Option under this Plan.

          Limitation Year – January 1 – December 31.

          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 – That portion of a Participant’s Individual Account attributable to a plan that merged into this Plan (see Appendix B) and the investment experience, expense, distribution and withdrawal attributable to such amounts.

          Merged Prior Plan Sub-Account – That portion of a Participant’s Individual Account attributable to a plan that merged into the Prior Plan (see Appendix B) and the investment experience, expense, distribution and withdrawal attributable to such amounts.

          Money Purchase Plan Sub-Account – That portion of the Individual 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 any earnings and losses thereon.

          Normal Retirement Age – Age 65.

- 11 -

          Participant – Any Employee or former Employee who has an Individual Account balance and any Employee who has met the eligibility requirements of Section 2.1. Participation ends in accordance with Section 2.2.

          Period of Severance – The period of time commencing on an Employee’s Severance from Service Date and ending on his Reemployment Commencement Date. The Prior Plan used the term “One-Year Break in Service” for this concept; see Appendix E.

          Plan – The 401(k) Savings Plan of Quest Diagnostics Incorporated, contained herein or as duly amended. Prior to January 1, 2009, the Plan was known as the AmeriSave 401(k) Plan.

          Plan Year – January 1 – December 31.

          Prime Rate – The “prime rate,” as published in The Wall Street Journal.

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

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

          Prior Plan Rollover Sub-Account – That portion of a Participant’s Individual Account attributable to his rollover contributions made under the Prior Plan and any earnings or losses on such contributions.

          Qualified Nonelective Contribution Sub-Account – That portion of a Participant’s Individual Account attributable to “qualified nonelective contributions” made pursuant to Section 3.12 and any earnings or losses thereon.

- 12 -

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

          Reemployment Commencement Date – The first date on which an Employee again performs an Hour of Service following a Period of Severance.

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

          Rollover Sub-Account – That portion of a Participant’s Individual Account attributable to his rollover contributions under Section 3.4 and any earnings or losses on such contributions.

          Section 415 Compensation – Compensation within the meaning of Section 415(c)(3) of the Code, which shall include “post-severance compensation.” “Post-severance compensation” means, for any Limitation Year beginning on or after July 1, 2007, the following amount(s) that would have been included in the definition of Section 415 Compensation if the amounts were paid prior to the Employee’s severance from service (as defined in regulations under Code Section 1.415(a)-l(f)(5)) with the Employer, and that are paid to the Employee by the later of 2½ months after the Employee’s severance from service with the Employer or the end of the Limitation Year that includes the Employee’s Severance from Service Date with the Employer if the payment is:

          (a) regular compensation for services during the Employee’s regular working hours, or compensation for services outside the Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments and the payment would have

- 13 -

been paid to the Employee prior to a severance from service if the Employee had continued in employment with the Employer;

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

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

          (d) made by the Employer to an individual who does not currently perform services for the Employer by reason of qualified military service to the extent those 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 –

          (e) 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 he does not earn an Hour of Service for an Employer or Affiliate within 12 months after such date; or

          (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 Affiliate for any reason other than quit, retirement, discharge or death, such as vacation, holiday, sickness, disability or leave of absence.

(b) (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

- 14 -

absence by reason of a Parenthood Purpose described in paragraph (2), such 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 Committee 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 shall be deemed Parenthood Purposes:

              (A) the pregnancy of the Employee,

              (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 the Committee, in its sole discretion, determines that he has incurred a disability which renders him totally and permanently unable to satisfactorily perform his usual duties for his Employer or the duties of such other position which the Employer makes available to him and for which he is qualified by reason of his training, education or experience. Such determination shall be made by the Committee based on medical reports and such other evidence which the Committee determines to be satisfactory; provided, however, that conclusive evidence that the Participant is eligible for and is receiving disability benefits under the provisions of the

- 15 -

Federal Social Security Act shall be sufficient to deem the Participant totally and permanently disabled.

          Trust Agreement – The agreement entered into between the Employer 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 out of the Trust Fund.

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

          Valuation Date – The date on which a Participant’s Individual Account is valued pursuant to Section 5.10. Subject to Section 5.10, the Valuation Date shall be a date that falls as soon as administratively feasible after an Appropriate Request for a distribution is made.

          Vested Company Stock Dividend Sub-Account – That portion of a Participant’s Individual Account that is comprised of cash dividends received under Section 6.5(a) which are associated with the Company Stock Fund and the portion of the Participant’s Individual Account, other than the Money Purchase 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.

          Vested Money Purchase Plan Dividend Sub-Account – That portion of a Participant’s Individual Account that is comprised of cash dividends received under Section 6.5(b) which are associated with the Company Stock Fund and the portion of the Participant’s Money Purchase 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.

- 16 -

          Year of Vesting Service

          (a) On or after January 1, 2009, the aggregate of an Employee’s periods of vesting service, 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.

          (b) Vesting service shall also 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;

          (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, however, that employment as a leased employee within the meaning of Code Section 414(n) shall not be taken into account if more than five calendar days elapses between the last day of employment as a leased employee and the Employment Commencement Date;

          (3) 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 Committee applied in a uniform and nondiscriminatory manner, and to the extent permitted by applicable law;

- 17 -

	(4) With respect to any person employed by an Employer that is a joint venture, periods of contiguous employment with the joint venture partner of the Corporation (or a subsidiary 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 Committee 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 a subsidiary 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, and (B) periods of contiguous employment with the joint venture partner of the Corporation (or subsidiary) 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 Committee 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 which adopts this Plan and who is not a member of the Quest Diagnostics Incorporated controlled group under Code Sections 414(b), (c), (m) or (o).
(c) In no event shall Years of Vesting Service be credited under more than one paragraph of subsection (b).

- 18 -

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility

          (a) Any Employee who was a Participant in the Prior Plan on December 31, 2008 shall remain a Participant on January 1, 2009, 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 Prior Plan on December 31, 2008 shall become a Participant 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 Employee who is a Participant may, by making an Appropriate Request, enter into a salary reduction agreement in accordance with Section 3.1(a).

          (b) Each person who becomes a Participant shall remain a Participant so long as he remains an Employee or maintains an Individual Account balance. If a Participant terminates employment with no balance in his Individual Account, he shall cease being a Participant upon his termination of employment.

          (c) If an Employee who was formerly a Participant terminates employment and is subsequently reemployed as an Employee, he shall become a Participant upon his Reemployment Commencement Date. Such an Employee shall become eligible to make Employee Pre-Tax Contributions upon his Reemployment Commencement Date and shall

- 19 -

become eligible to receive Employer Matching Contributions and Discretionary Contributions on the later of (1) his Reemployment Commencement Date, or (2) the date he completes 12 months of Eligibility Service (taking into account Eligibility Service both before and after his Reemployment Commencement Date).

          (d) If an Employee who was not formerly a Participant terminates employment and is subsequently 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). 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 (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 Committee. In the absence of any valid designation of Beneficiary, the Participant shall be deemed to have designated his spouse as his Beneficiary, and if the Participant is unmarried upon his death, he shall be 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 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 controlled group in which he participates, the Participant’s estate.

- 20 -

          (b) The Beneficiary of a married Participant shall be his spouse unless the Participant designates someone other than his spouse as his Beneficiary, and the Participant files with the Committee his spouse’s written consent to such designation. Such spousal consent shall be on a form approved by the Committee, shall be irrevocable by the spouse, shall acknowledge the effect of such designation and shall be witnessed by a Committee member or a notary public. The spouse may alternatively execute an irrevocable general consent that does not identify the designated Beneficiary and which allows the Participant to make future changes in the Beneficiary designation without spousal consent. Any such general consent shall satisfy the requirements of Treasury Regulation §1.401(a)-20 Q&A-31(c).

          (c) If an unmarried Participant later marries, or if a married Participant later remarries, any prior designation by such Participant 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 interpretation of the Committee with respect to any Beneficiary designation, subject to applicable law, shall be binding and conclusive upon all parties, and no person who claims to be a Beneficiary, or any other person, shall have the right to question any action of the Committee.

          (e) The rights of any spouse or Beneficiary hereunder shall be subject to the provisions of any qualified domestic relations order within the meaning of ERISA Section 206(d)(3).

2.4 Investment Option Specification

          (a) In the absence of any valid Investment Option specification to the contrary, a Participant’s Individual Account automatically shall be invested in the applicable qualified

- 21 -

default investment alternative (as defined under ERISA) specified by the Committee. Commencing on the date that is 30 days after the Employee’s date of hire with an Employer (or such other date as the Committee shall designate), the Employee may change his Investment Option specification in accordance with subsection (b).

          (b) A Participant shall be limited so that no more than twenty-five percent (25%) of contributions on a pay period basis may be allocated to the Company Stock Fund.

          (c) If a Participant’s Individual Account is comprised of twenty-five percent (25%) or more of Company Stock, no future investments into the Company Stock Fund will be permitted until Company Stock comprises less than twenty-five percent (25%) of the Participant’s Individual Account. Future investments will then be permitted into the Company Stock Fund but only to the extent the allocation of Company Stock does not exceed twenty-five percent (25%) of the Individual Account.

          (d) A Participant may, by making an Appropriate Request, change his Investment Option specification with respect to Contributions to be made in the future and/or with respect to amounts already held in his Individual Account. Exchanges between Investment Options shall be subject to such administrative procedures as have been adopted by the Committee or the Plan’s recordkeeper, or imposed by an Investment Option. The Committee, in its sole discretion, may modify such procedures after providing reasonable notification to Participants.

2.5 Notification of Individual Account Balance

          As of the last day of each calendar quarter, the Plan’s recordkeeper shall notify each Participant of the amount of his share in the Contributions for the period just completed and the balance of his Individual Account, including distributions, loans and withdrawals, if any, since the effective date of the last statement.

- 22 -

ARTICLE III

CONTRIBUTIONS

3.1 Employee Pre-Tax Contributions

          (a) (1) A Participant may enter into a salary reduction agreement with his Employer in which it is agreed that the Employer will reduce the Participant’s Deferral Compensation during each pay period by a designated percentage and contribute that amount so determined to the Plan on behalf of the Participant. Such contributions shall be referred to as “Regular Pre-Tax Contributions.” The Employer may disregard or modify a Participant’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, or (2) the limitations set forth in Sections 3.5 or 4.6 are not exceeded. Regular Pre-Tax Contributions may be any whole percentage between 1% and 35% of the Deferral Compensation otherwise payable to the Participant during the applicable payroll period.

                       (2) The salary reduction agreement of an Employee who first becomes eligible to make Regular Pre-Tax Contributions shall be 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 2.4.

                       (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

- 23 -

prospectively suspending such agreement, by making an Appropriate Request. Such 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) Regular Pre-Tax Contributions shall be remitted to the Trustee in accordance with Department of Labor regulations at 29 C.F.R. §2510.3-102. Regular Pre-Tax Contributions once elected to be deferred by a Participant shall be credited to his Employee Regular Pre-Tax Sub-Account under Section 4.2.

          (b) (1) A Participant who will have attained age 50 before 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 the Participant’s Deferral Compensation during each pay period by a designated percentage (beyond the designated percentage by which the Participant’s Deferral Compensation is reduced on account of a salary reduction agreement with respect to Regular Pre-Tax Contributions) and contribute that amount so determined to the Plan on behalf of the Participant. Such contributions shall be 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 Participant 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)(l) or the Code Section 415 limitation set forth in Section 4.6. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the

- 24 -

requirements of Code Section 401(k)(3), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of Catch-Up Pre-Tax Contributions.

                       (2) The salary reduction agreement of a Participant who first became eligible to make Catch-Up Pre-Tax contributions shall be 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 the 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 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 Regulations at 29 C.F.R. §2510.3-102. Catch-Up Pre-Tax Contributions once elected to be deferred by a Participant shall be credited to his Employee Pre-Tax Catch-Up Sub-Account under Section 4.2.

                       (6) If, by the end of a 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 set forth in Section 3.1(c)(l), or the 35% of Deferral Compensation set forth in Section 3.l(a)(l), or the maximum Code Section 415(c) limitation as set forth in Section 4.6(a)(l), then any Employee Pre-

- 25 -

Tax Contributions made by the Participant and originally designated as Catch-Up Pre-Tax Contributions shall be recharacterized as Regular Pre-Tax Contributions to the extent Employee Pre-Tax Contributions originally designated as Regular Pre-Tax Contributions and Employee Pre-Tax Contributions recharacterized as Regular Pre-Tax Contributions do not exceed both limitations.

                       (7) In order to make a Catch-Up Pre-Tax contribution, a Participant must either be making a Regular Pre-Tax Contribution of at least 4% of Deferral Compensation or have reached the Code Section 402(g) limit.

          (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 made to the Trust Fund.

                       (2) (A) If in any calendar year the aggregate of a Participant’s Regular Pre-Tax Contributions made on his behalf under this Plan, plus his other elective deferrals under any other qualified cash or deferred arrangement (as defined in Code Section 401(k)) maintained by any sponsor, under any simplified employee pension (as defined in Code Section 408(k)), or used to have an annuity contract purchased on his behalf under Code Section 403(b), exceed the limitation of paragraph (1), then no later than the March 15 following such calendar year the Participant may notify the Committee (i) that he has exceeded the limitation and (ii) of the amount of his Regular Pre-Tax

- 26 -

Contributions under this Plan which he wants distributed to him (as adjusted for Allocable Income/Loss), notwithstanding his salary reduction agreement, so that he will not exceed the limitation. The Committee may require the Participant to provide reasonable proof that he has exceeded the limitation of paragraph (1).

                              If in any calendar year the aggregate of a Participant’s Regular Pre-Tax Contributions made on his 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, under a simplified employee pension (as defined in Code Section 408(k)) sponsored by the Employer, or used to have the Employer purchase an annuity contract on his behalf under Code Section 403(b), exceed the limitation of paragraph (1), then the Participant shall be deemed to have notified the Committee that (i) he has exceeded the limitation and (ii) he wants distributed to him the amount of such excess deferrals (and income thereon) notwithstanding the salary reduction agreement so that he will not exceed the limitation. No later than the next April 15, the Committee may (but shall not be obligated to) make the distribution requested, or deemed to have been requested, by the Participant under this subparagraph. Such distribution may be made notwithstanding any other provision of law or this Plan. Except as otherwise provided by regulations issued by the Secretary of the Treasury, such distribution shall not reduce the amount of Regular Pre-Tax Contributions considered as Annual Additions under Section 4.6. Any amounts not distributed under this subparagraph shall continue to be held in accordance with the terms of this Plan.

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

- 27 -

	with respect to such distributed Regular Pre-Tax Contributions (if any) shall be withdrawn (with earnings 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 any contributions which must be returned to the Participant or forfeited under any of the limitations of Article 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 the income or loss, provided that such method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is the same method used by the Plan for allocating income or loss to Participants’ Individual Accounts.
3.2 Employer Matching Contributions
The Employer shall make Employer Matching Contributions to the Trust Fund equal to 100% of the Employee Pre-Tax Contributions made by each Participant with respect to each payroll period, but taking into account only those Employee Pre-Tax Contributions made by the Participant with respect to such payroll period which are made at a rate that does not exceed 4% of the Participant’s Deferral Compensation (but only up to the Code Section 401(a)(17)(B) limit). The Employer shall not make Employer Matching Contributions with respect to Catch-Up Pre-Tax Contributions, except for Catch-Up Pre-Tax Contributions that have been recharacterized as Regular Pre-Tax Contributions pursuant to Section 3.1(b)(6).
The Employer Matching Contributions shall be invested in accordance with the Investment Option specification designated by the Participant for the investment of Regular Pre-Tax Contributions and shall be held in the Employer Matching Sub-Account.

- 28 -

          Notwithstanding anything in this Section 3.2 to the contrary, if the Code Section 402(g) limit is less than 4% of the Code Section 401(a)(17) limit when a Non-highly Compensated Employee makes Regular Pre-tax Contributions equal to the Code Section 402(g) limit and also makes Catch-up Pre-tax Contributions then the Non-highly Compensated Employee will receive Employer Matching Contributions on his Catch-up Pre-tax Contributions. Notwithstanding, the Non-highly Compensated Employee will only receive Employer Matching Contributions on his Catch-up Pre-tax Contributions to the extent necessary to meet the matching contributions formula of this Section 3.2.

3.3 Discretionary Contributions

          The Employer may elect for any Plan Year to make a Discretionary Contribution. The Employer, in its sole discretion, shall determine the amount of such Discretionary Contribution which shall be expressed as a percentage of Deferral Compensation and which shall be allocated in accordance with Section 4.4. The Employer shall also contribute sufficient Discretionary Contributions as may be required by Section 11.1(b).

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.

(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;

- 29 -

	(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.
	(2) The Plan will accept a participant 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);
	(B) an annuity contract described in Code Section 403(b);
	(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.
	(3) The Plan will accept a participant 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 on such amounts).
(c) The Committee may require the Employee requesting to make a rollover contribution to provide whatever documentation and/or certifications the Committee 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; contributions in-kind shall not be permitted. Such a contribution shall be held in the Employee’s Rollover Sub-Account and shall

- 30 -

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 Committee, unless and until he makes a different Investment Option specification pursuant to Section 2.4. The rollover contribution of an Employee who has already satisfied the initial eligibility requirements of Section 2.1 shall be invested in accordance with the Employee’s outstanding Investment Option specification.

          (e) If the Committee, 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 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(a)(3).

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 “actual deferral percentage test”) since (l)(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

- 31 -

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 Committee provides each Eligible Employee, within a reasonable period before each such Plan Year, written notice of the Eligible Employee’s rights and obligations under the Plan which is sufficiently accurate and comprehensive to appraise the Eligible Employee of such rights and obligations and is written in a manner calculated to be understood by the average Eligible Employee.

          Notwithstanding that the Plan is intended to be operated as 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 of Code Section 401(k)(3) and Treasury Regulations §§1.401(k)-2(a) and (b). For this purpose, the Plan shall use the current year testing method.

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.

3.8 Employee After-Tax Contributions

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

- 32 -

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 “actual contribution percentage test”) since (l)(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 Committee provides each Eligible Employee, within a reasonable period before each such Plan Year, written notice of the Eligible Employee’s rights and obligations under the Plan which is sufficiently accurate and comprehensive to appraise the Eligible Employee of such rights and obligations and is written in a manner calculated to be understood by the average Eligible Employee, and (3) Employer Matching Contributions on behalf of any Employee may not be made with respect to an Employee’s Employee Pre-Tax Contributions in excess of 6 percent of the Employee’s Deferral Compensation.

3.10 USERRA

          Notwithstanding any provision of this Plan to the contrary, Contributions with respect to qualified military service will be provided in accordance with Code Section 414(u).

- 33 -

3.11 QNECS

          To the extent it deems necessary to correct a failure to follow the provisions of the Plan, the Employer may make “qualified nonelective contributions” (as defined in §1.401(k)-1(g)(13) of the Treasury regulations) on behalf of affected individuals in an amount determined by the Employer. Such qualified nonelective contributions shall be held in a Participant’s Qualified Nonelective Contribution Sub-Account and shall be 100% vested at all times.

- 34 -

ARTICLE IV

ALLOCATIONS TO INDIVIDUAL ACCOUNTS

4.1 Individual Accounts

          (a) The Committee shall establish and maintain an Individual Account in the name of each Participant, including the following sub-accounts to which the Committee shall credit all amounts allocated to each such Participant under this Article IV: an Employee Regular Pre-Tax Sub-Account, an Employee Pre-Tax Catch-Up Sub-Account and an Employer Matching Sub-Account.

          (b) Separate accounts shall be maintained for all former Employee Participants who have an interest in the Plan.

          (c) 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.

4.2 Allocation of Employee Pre-Tax Contributions

          A Participant’s Regular Pre-Tax Contributions under Section 3.1(a) shall be allocated to the Participant’s Employee Regular Pre-Tax Sub-Account and shall be invested in accordance with the Participant’s outstanding Investment Option specification. A Participant’s Catch-Up Pre-Tax Contributions under Section 3.1(b) shall be allocated to the Participant’s Employee Pre-Tax Catch-Up Sub-Account and shall be invested in accordance with the Investment Option specification designated by the Participant for the investment of Regular Pre-Tax Contributions.

4.3 Allocation of Employer Matching Contributions

          As of the end of each payroll period, the Employer Matching Contributions made on behalf of a Participant under Section 3.2 shall be allocated to his Employer Matching Sub-

- 35 -

Account and shall be invested in accordance with the Investment Option specification designated by the Participant for the investment of Regular Pre-Tax Contributions. Notwithstanding the preceding sentence, 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.

4.4 Allocation of Forfeitures

          Any Forfeitures arising under Section 5.5(b)(2) shall be used to the extent necessary to restore a reemployed Participant’s prior Forfeiture pursuant to Section 5.5(b)(2) and/or shall be applied to reduce Employer Contributions (including corrective allocations made to the Plan and earnings on such corrective allocations).

4.5 Maximum Additions

          (a) For the purpose of this Section 4.5, the following terms shall have the following meanings:

(1)	“Annual Additions” means for any Limitation Year:
	(A)	The sum of the following amounts credited to a Participant’s account in all qualified defined contribution plans (which includes an annuity contract described in Code Section 403(b)) maintained by the Employer or an Affiliate (or a predecessor employer as defined in Regulation §1.415(f)-1(c)):
		(i)	Employer contributions, even if such Employer contributions are excess contributions (as described in Code Section 401(k)(8)(B)) or excess aggregate

- 36 -

	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, which include mandatory employee 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), which is part of a pension or annuity plan established pursuant to Code Section 401(h) and maintained by the Employer or an Affiliate;
(v)	Amounts attributable to post-retirement medical benefits allocated to a separate account for a key employee (any Employee who, at any time during the Plan Year or any 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 the first day of the first Limitation Year beginning on or after July 1, 2007, the difference between the value of any assets transferred to the Plan and the consideration, where an Employee or the Employer

- 37 -

		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 an Employee’s accrued benefit by the Employer in accordance with Code Section 41l(a)(3)(D) or Code Section 411(a)(7)(C) or resulting from the repayment of cashouts (as described in Code Section 415(k)(3)) under a governmental plan (as defined in Code Section 414(d)) for the Limitation Year in which the restoration occurs, regardless of whether the Plan restricts the timing of repayments to the maximum extent allowed by Code Section 411(a);
	(ii)	Catch-Up Pre-Tax Contributions made in accordance with Code Section 414(v) and Regulation §1.414(v)-l;
	(iii)	Effective as of the first day of the first Limitation Year beginning on or after July 1, 2007, a payment made to restore some or all of the Plan’s losses resulting from an action (or a failure to act) by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan) under ERISA or under

- 38 -

	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 that are distributed in accordance with Regulation §1.402(g)-l(e)(2) or (3);
(v)	Rollover Contributions (as described in Code Sections 401(a)(31), 402(c)(l), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16));
(vi)	Repayments of loans made to a Participant from the Plan;
(vii)	Repayments of prior Plan distributions described in Code Section 411(a)(7)(B) (in accordance with Code Section 41l(a)(7)(C)) and Code Section 41l(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);
(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

- 39 -

		(x)	Employee contributions to a qualified cost of living arrangement within the meaning of Code Section 415(k)(2)(B).
(2)	“Limitation Year” means the calendar year unless changed by a Plan amendment. Notwithstanding the preceding, if the Plan is terminated effective as of a date other than the last day of the Limitation Year, the Plan shall be treated as if it had been amended to change its Limitation Year.

          (b) Code Section 415 Limit

(1) Notwithstanding anything contained herein to the contrary, in no event may the Annual Additions (except for Catch-Up Pre-Tax Contributions) made with respect to a Participant for a Limitation Year under the Plan and any other defined contribution plan, within the meaning of Code Section 415(c), maintained by an Employer or an Affiliate exceed the lesser of $40,000 (as adjusted pursuant to Code Section 415(d) for Plan Years beginning after 2002) or, 100% of his 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(I)(1). In the event a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the maximum

- 40 -

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

- 41 -

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 Individual Account (as determined under Section 5.10) automatically shall become 100% vested and shall become payable as soon as administratively feasible following his retirement. The Committee 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, the value of his entire Individual Account (as determined under Section 5.10) automatically shall become 100% vested. As soon as administratively feasible following a Participant’s Total and Permanent Disability, the Committee 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 Termination of Employment

          (a) Upon the death of a Participant before retirement or termination of employment, the value of such Participant’s entire Individual Account (as determined under Section 5.10) automatically shall become 100% vested and shall become payable in accordance with subsection (b). The Committee shall direct the Trustee to distribute to the deceased Participant’s Beneficiary such amount in accordance with Section 5.6. After the death of the Participant and before distribution of the Participant’s Individual Account balance, the Participant’s Beneficiary shall be entitled to select the Investment Options in which the Individual Account will be

- 42 -

invested in accordance with the same rules then applicable to Participant selection of Investment Options.

(b) (1) If a Participant then dies, the Beneficiary shall receive the Individual Account (other than the Money Purchase 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 5.9(c). The provisions of subsection (2) below shall apply to the Money Purchase 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.

          (2) If a Participant dies with his surviving spouse as Beneficiary, the Money Purchase Plan Sub-Account and any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C (if the total value of the Individual Account, other than the Rollover Contribution Sub-Account, is not less than $5,000) shall be paid by purchase of an annuity contract providing for annuity payments for the spouse’s lifetime, unless the spouse elects to receive the Money Purchase Plan Sub-Account (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). Subject to Section 5.9(c), payments shall commence at a time designated by the spouse, but in no event earlier than a date that falls as soon as administratively feasible following the Participant’s date of death. This subsection (2) applies only if the

- 43 -

Participant has a Money Purchase Plan Sub-Account or any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C.

5.4 Death After Retirement or Termination of Employment

          (a) Upon the death of a Participant who has terminated employment but who has not received (or begun receiving) his benefit under Section 5.6, the value of the vested portion of such Participant’s Individual Account (as determined under Section 5.5(b)(2) and Section 5.10) shall become payable in accordance with subsection (b). (For any Participant who has begun benefit payments under Section 5.6, the provisions of such form of distribution shall control any payments upon the death of such Participant.) The Committee shall direct the Trustee to distribute to the deceased Participant’s Beneficiary such amount in accordance with Section 5.6. After the death of the Participant and before distribution of the Participant’s Individual Account balance, the Participant’s Beneficiary shall be entitled to select the Investment Options in which the Individual Account will be invested in accordance with the same rules then applicable to Participant selection of Investment Options.

(b) (1) If a Participant then dies, the Beneficiary shall receive the Individual Account (other than the Money Purchase 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 5.9(c). The provisions of subsection (2) below shall apply to the Money Purchase 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.

- 44 -

          (2) If a Participant dies with his surviving spouse as Beneficiary, the Money Purchase Plan Sub-Account and any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C (if the total value of the Individual Account, other than the Rollover Contribution Sub-Account, is not less than $5,000) shall be paid by purchase of an annuity contract providing for annuity payments for the spouse’s lifetime, unless the spouse elects to receive the Money Purchase Plan Sub-Account 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). Subject to Section 5.9(c), payments shall commence at a time designated by the spouse, but in no event earlier than a date that falls as soon as administratively feasible following the Participant’s date of death. This subsection (2) applies if the Participant has a Money Purchase Plan Sub-Account or any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C.

5.5 Termination of Employment

          (a) Upon the termination of employment of a Participant due to a reduction-in-force, the value of his entire Individual Account (as determined under Section 5.10) automatically shall become 100% vested. As soon as administratively feasible following a Participant’s termination of employment due to a reduction-in-force, the Committee 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.

(b) (1) Upon termination of employment for any reason other than retirement under Section 5.1, disability under Section 5.2, death under Sections 5.3 and 5.4, or

- 45 -

reduction-in-force under subsection (a) above, a Participant shall be entitled to a distribution of the value of the vested portion of his Individual Account (as determined under paragraph (b)(2) below and Section 5.10).
As soon as administratively feasible following a Participant’s termination of employment, the Committee shall direct the Trustee to distribute to such Participant the value of the vested portion of his Individual Account, Notwithstanding the preceding sentence, pursuant to Section 5.7(b), consent of the Participant may be required before distribution can be made.
	(2) (A) A Participant shall at all times have a 100% vested percentage in the balance of his Employee Pre-Tax Contributions, Rollover Contributions, Employer Matching, Money Purchase Plan, Vested Company Stock Dividend and Vested Money Purchase 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) Notwithstanding the foregoing, if a Participant is employed by an Employer or an Affiliate on his Normal Retirement Date, the date of determination of his Disability or the date he dies, he shall be 100% vested in his entire Individual Account.

- 46 -

          (c) In the event a Participant who terminated his employment with an Employer is reemployed as an Employee prior to receiving a distribution of his Individual Account, he shall not be entitled to a distribution as provided in this Section 5.5 due to such termination, but shall be entitled to a distribution as determined herein upon any subsequent termination of employment for any reason.

          (d) 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 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 Committee.

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

(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 Individual Account.

- 47 -

          (f) 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 Individual Account and the non-vested portion of his Individual Account has not yet been forfeited pursuant to paragraph (e) 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.

          (g) Deemed Distribution — For purposes of paragraph (e)(2) above, in the case of a terminated Participant whose vested benefit is zero, such Participant shall be deemed to have received a distribution of the balance of his entire vested Individual Account as of his Severance from Service Date.

          (h) Application of Forfeitures — Forfeitures occurring during the Plan Year first shall be used to reinstate previously forfeited sub-accounts of former Participants, if any, and any remaining forfeitures then will be used to reduce Employer Matching Contributions to the Plan, or will be used to pay Plan expenses.

          (i) Restoration of Forfeited Sub-Accounts

(1) Notwithstanding anything herein to the contrary, if a Participant forfeits any portion of his Individual Account pursuant to this Section but returns

- 48 -

	to the employ of an Employer or an Affiliate, the amount forfeited will be recredited to the Participant’s non-fully-vested Sub-Accounts if he repays to the Plan the full amount of the prior distributions, 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 Individual Account and who was deemed to have received a distribution of such vested interest under paragraph (g) above, the amount forfeited will be recredited to his Individual 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 (i) will thereafter be determined under the terms of the Plan as if no forfeiture had occurred. The monies required to effect the restoration of a Participant’s Individual Accounts shall come from other Participant’s Individual Accounts forfeited in accordance with this Section or, if necessary, additional Employer contributions.

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 Individual Account attributable to the Money

- 49 -

Purchase 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 Company Stock Fund may be distributed in cash or in Company 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 Company Stock Fund shall be distributed in cash. Payments from other investments shall be made only in cash.

          (2) During the 180-day period ending on the day his distribution commences, such Participant may elect to have his benefit hereunder paid under the normal form or one of the options set forth in subsection (c)(l) in lieu of the normal form provided for in paragraph (1) above.

          (3) Notwithstanding the above, the automatic form for a married Participant with a Money Purchase Plan Sub-Account or any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C is a qualified joint and survivor annuity with one-half of the Participant’s lifetime amount payable after his death to his surviving spouse. The automatic form for an unmarried Participant with a Money Purchase Plan Sub-Account or any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C is a single life annuity.

          (b) Election Procedures

          (1) No less than seven and no more than 180 days before distribution of a Participant’s benefit commences, each Participant with a Money Purchase Plan Sub-Account (or any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C) and his spouse (if any) shall be given a written notice to the effect that if the Participant is married on the date of commencement of

- 50 -

payments, benefits will be payable in the form of a “qualified joint and survivor annuity” under subsection (d) unless the Participant, 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 under (c)(3) if the Beneficiary is not the spouse. The notice shall describe, in a manner intended to be understood by the Participant 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 absence of election, the rights of the Participant to elect an optional form or to revoke such an election, and the rights of the Participant’s spouse to consent to an election of an optional form. In addition, the notice shall inform the Participant that he has 30 days to elect whether to have benefits paid in an optional form.

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

          (3) A Participant who desires to have his benefit hereunder paid under one of the optional methods provided in subsection (c) shall make such an election by making an Appropriate Request. An election by a Participant to receive his retirement benefit under any of the optional methods of payment as 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.

- 51 -

(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 the Participant 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 the Participant’s Individual Account.

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

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

- 52 -

          (4) An annuity contract, purchased from an insurance company (or similar source) by the Committee utilizing the value of the vested portion of the Participant’s Individual Account, which provides for equal monthly payments over the Participant’s lifetime and in the event of his death before 120 monthly payments have fallen due, such payments shall be continued to the Participant’s designated Beneficiary until the remainder of the 120 monthly payments have been paid. Such annuity contract shall contain such other terms and provisions as may be approved in writing by the electing Participant. (This optional method shall not be available to a Beneficiary.)

(d) Qualified Joint and Survivor Annuity

          If a Participant is married on the date distribution of his Individual Account commences, a joint and survivor annuity with one-half of the Participant’s lifetime amount payable after his death to his surviving spouse (to whom he was married on the date payments to the Participant first commenced) as his Beneficiary must be elected or another joint and survivor annuity described in (c)(3) must be elected in lieu thereof or the Participant’s spouse must consent in writing to any other form elected. Such consent shall acknowledge its effect and be witnessed by a Committee member (or an authorized representative) or a notary public. Spousal consent is not required if there is no spouse, the spouse cannot be located or under such other circumstances as may be prescribed by regulations. Any spousal consent shall only be applicable to the spouse granting such consent.

5.7 Cash-Outs; Consent

(a) (1) If a Participant retires under Section 5.1, becomes disabled under Section 5.2 or terminates employment under Section 5.5 and the value of the vested portion of his Individual Account (as determined under Section 5.10) does not exceed $1,000 as of the

- 53 -

first date thereafter upon which such Individual Account is valued for purposes of determining if it exceeds $1,000, the Committee shall direct the Trustee to distribute to the Participant such amount in accordance with Section 5.6(a) as soon as administratively feasible following such Valuation Date. If the value of the vested portion of such a Participant’s Individual Account exceeds $1,000 upon such Valuation Date, but is $1,000 or less as of any subsequent date upon which such Individual Account is valued for purposes of determining if it exceeds $1,000, the Committee shall direct the Trustee to distribute to the Participant such amount in accordance with Section 5.6(a) as soon as administratively feasible following such Valuation Date.

          (2) If a Participant dies under Sections 5.3 or 5.4 and the value of the vested portion of his Individual Account (as determined under Section 5.10) does not exceed $5,000 as of the first date thereafter upon which such Individual Account is valued for purposes of determining if it exceeds $5,000, the Committee shall direct the Trustee to distribute to the Participant’s Beneficiary such amount in accordance with Section 5.6(a) as soon as administratively feasible following such Valuation Date. If the value of the vested portion of such a Participant’s Individual Account exceeds $5,000 upon such Valuation Date, but is $5,000 or less as of any subsequent date upon which such Individual Account is valued for purposes of determining if it exceeds $5,000, the Committee shall direct the Trustee to distribute to the Participant’s Beneficiary such amount in accordance with Section 5.6(a) as soon as administratively feasible following such Valuation Date.

          (b) If a Participant becomes disabled under Section 5.2 or terminates employment under Section 5.5 and the value of the vested portion of his Individual Account (as determined

- 54 -

under Section 5.10) exceeds $1,000 (and such value exceeds $1,000 as of each subsequent date upon which such Individual Account is valued for purposes of determining if it exceeds $1,000), then no distribution shall be made prior to the Participant’s “required beginning date” under Section 5.9(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 the consent of the Participant is obtained. The Participant shall be given a notice of the right to defer any distribution until his “required beginning date” under Section 5.9(f)(5). Such notification shall be addressed no less than 30 days and no more than 90 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 the Participant 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 Benefits to Minors and Incompetents

          (a) In case any person entitled to receive payment under the Plan shall be a minor, the Committee, in its discretion, may distribute such payment in any one or more of the following ways:

          (1) By payment thereof directly to such minor;

          (2) By application thereof for the benefit of such minor;

          (3) By payment thereof to either parent of such minor or to any person who shall be legally qualified and shall be acting as guardian of the person or the property of such minor, provided the parent or adult person to whom any amount shall be paid shall have advised the Committee in writing that he will hold or use such amount for the benefit of such minor.

- 55 -

          (b) In the event a person entitled to receive payment under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless prior claim therefor shall have been made by a duly qualified legal representative of such person), such payment in the discretion of the Committee may be made to the spouse, son, daughter, parent, brother or sister of the recipient or to any other person who is responsible for the welfare of such recipient.

          (c) Any payments made under subsections (a) or (b) shall, to the extent of the payments, fully discharge the obligations of the Committee and the Plan to any other person making a claim hereunder with respect to such payments.

5.9 Payment of Benefits

          (a) Except as provided in subsection (b), in the event a Participant’s Individual Account shall be due and payable under this Article V and the Participant has not elected otherwise in accordance with the Plan, any payment of benefits to the Participant 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 the Participant attains age 65;

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

          (3) termination of employment of the Participant with the Employer.

          (b) The requirements of subsections (b) – (e) of this Section 5.9 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) – (e) will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9).

- 56 -

          (c) (1) The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s “required beginning date.”

                     (2) If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

                              (A) If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary,” then, except as provided in paragraph (4) below, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

                              (B) If the Participant’s surviving spouse is not the Participant’s sole “designated beneficiary,” then, except as provided in paragraph (4) below, distributions to the “designated beneficiary” will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

                              (C) If there is no “designated beneficiary” as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

                              (D) If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary” and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this paragraph (2), other than subparagraph (A), will apply as if the surviving spouse were the Participant.

                                        For purposes of this paragraph (2) and subsection (e), distributions are considered to begin on the Participant’s “required beginning date” (or, if subparagraph (D)

- 57 -

applies, the date distributions are required to begin to the surviving spouse under subparagraph (A)). If distributions under an annuity purchased from any insurance company irrevocably commence to the Participant before the Participant’s “required beginning date” (or to the surviving spouse before the date distributions are required to begin to the surviving spouse under subparagraph (A)), the date distributions are considered to begin is the date distributions actually commence.

               (3) Unless the Participant’s 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 5.9. If the Participant’s 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 the Treasury regulations.

               (4) Notwithstanding paragraph (2), if a Participant dies before distributions begin and there is a “designated beneficiary,” distribution to the “designated beneficiary” is not required to begin by the date specified in paragraph (2), but the Participant’s entire interest will be distributed to the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary” and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, this paragraph (4) will apply as if the surviving spouse were the Participant. This paragraph shall apply to distributions in the form of a lump sum.

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

- 58 -

                     (A) the quotient obtained by dividing the “Participant’s account balance” by the distribution period in the Uniform Lifetime Table in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the “distribution calendar year”; or

                     (B) if the Participant’s sole “designated beneficiary” for the “distribution calendar year” is the Participant’s spouse, the quotient obtained by dividing the “Participant’s account balance” by the number in the Joint and Last Survivor Table in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s 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 Participant’s date of death.

          (e) (1) (A) If the Participant dies on or after the date distributions begin and there is a “designated beneficiary,” the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the “Participant’s account balance” by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s “designated beneficiary,” determined as follows:

                                        (i) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

                                        (ii) If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary,” the remaining life expectancy of the surviving spouse is calculated for each “distribution calendar year” after the year of the Participant’s death using the surviving

- 59 -

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 the Participant’s surviving spouse is not the Participant’s 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 the Participant’s death, reduced by one for each subsequent year.

                          (B) If the Participant dies on or after the date distributions begin and there is no “designated beneficiary” as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the “Participant’s account balance” by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

                    (2) (A) Except as provided in subsection (c)(4), if the Participant dies before the date distributions begin and there is a “designated beneficiary,” the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the “Participant’s account balance” by the remaining life expectancy of the Participant’s “designated beneficiary,” determined as provided in paragraph (1).

                          (B) If the Participant dies before the date distributions begin and there is no “designated beneficiary” as of September 30 of the year following the year of the

- 60 -

Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

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

          (f) For purposes of this Section 5.9, 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 is the “designated beneficiary” under Code Section 401(a)(9) and section 1.401(a)(9)-l, Q&A 4, of the Treasury regulations.

                    (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 the Participant’s “required beginning date.” For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to subsection (c)(2). The required minimum distribution for the Participant’s first “distribution calendar year” will be made on or before the Participant’s “required beginning date.” The required minimum distribution for other “distribution calendar years,” including the required minimum distribution for the “distribution calendar year” in which the Participant’s “required beginning date” occurs, will be made on or before December 31 of that “distribution calendar year.”

- 61 -

                    (3) Life expectancy – Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

                    (4) Participant’s 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 – The April 1 of the calendar year following the later of (A) the calendar year in which the Participant attains age 70½, or (B) the calendar year in which the Participant retires. Notwithstanding the preceding sentence, the “required beginning date” of a Participant who is a “five-percent owner” (as defined in Code Section 416(i)) with respect to the Plan Year ending in the calendar year in which the Participant attains age 70½ is the April 1 of the calendar year following the calendar year in which the Participant attains age 70½.

5.10 Valuation of Accounts

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

- 62 -

Participant’s Individual Account (or applicable sub-account thereof) pursuant to a consistent non-discriminatory method selected by the Committee.

5.11 Direct Rollovers

          (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

          (b) (1) An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; any hardship distribution; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities) unless such portion is transferred to an individual retirement account or annuity described in Code Sections 408(a) or (b), or to a qualified plan described in Code Section 401(a) or to an annuity contract described in Code Section 403(b) which in each case agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible; and any distribution that is reasonably expected to total less than $200 during a year.

- 63 -

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

                     (3) A “distributee” includes an employee or former employee. In addition, the employee’s or former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are distributees with regard to the interest of the spouse or former spouse. A distributee also shall include an individual who is a designated beneficiary (as defined by Section 401(a)(9)(E) of the Code) of the Participant and who is not the surviving spouse of the Participant.

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

- 64 -

5.12 Payment to Alternate Payee Under QDRO

          (a) Notwithstanding any other provision of this Plan, once the Committee determines that a domestic relations order is a qualified domestic relations order (“QDRO”) within the meaning of ERISA Section 206(d)(3), unless the QDRO specifically provides otherwise, the alternate payee specified in the QDRO may, through an Appropriate Request, elect to receive a distribution of the amount assigned to the alternate payee in the QDRO in accordance with Section 5.6(a). The Committee shall direct the Trustee to distribute to the alternate payee such amount as soon as administratively feasible following receipt of an Appropriate Request made by the alternate payee.

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

          (c) An administrative charge, in an amount determined by the Committee, may be imposed on the Individual Account of a Participant who is subject to a domestic relations order received on or after such date and on the separate account established on behalf of the alternate payee specified in the order. Such charge shall be imposed pursuant to procedures adopted by the Committee and applied in a uniform and nondiscriminatory manner.

5.13 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

- 65 -

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.

5.14 Voluntary Direct Transfers

          A Participant whose employment status has changed so that he no longer is eligible for active participation in the Plan and who is not expected to regain such eligibility in the foreseeable future, may request a distribution from his Individual Account prior to his Severance from Service Date. Such Individual Account may be distributed only through transfer to another cash or deferred arrangement under Code Section 401(k) maintained by the Employer or an Affiliate under which the Participant currently is, or soon will be, eligible to participate. The provisions of Section 5.5(d) shall apply to the vesting schedule of such transferee plan as if an amendment to the vesting schedule of this Plan. Payments made pursuant to this Section shall operate as a complete discharge of the Trustee, the Committee and the Trust Fund.

- 66 -

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, however, that the Committee 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) A Participant may only have one loan outstanding at any time. For purposes of this subsection (b), a loan that is deemed in default under subsection (h) shall be treated as outstanding.

          (c) The minimum new loan amount shall be $1,000. If a Participant’s Individual Account balance is insufficient to support the minimum loan amount loan because of the maximum loan restrictions set forth 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) and (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.

- 67 -

          (2) One half of the value of the vested portion of the Participant’s Individual

          Account on the date the loan is made.

          For purposes of this subsection (c), a loan that is deemed in default under subsection (h) shall be treated as an existing loan, and interest accrued on such loan since it was deemed in default shall be considered part of the outstanding balance of such loan.

          (d) All loans shall be repayable over a period of not more than five years, except that a loan used by the Participant to acquire 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 10 years.

          (e) Each loan shall be secured by one-half of the value of the vested portion of the Participant’s Individual Account balance; shall bear interest at a rate of one percent (1%) above the Prime Rate in effect on the last day of the calendar quarter coincident with or next preceding the calendar quarter in which the loan is applied for; shall be repaid in accordance with a reasonable repayment schedule requiring substantially level payments of principal and interest; and shall be evidenced by a written promissory note setting forth the terms of the loan. A Participant may prepay the entire outstanding loan balance without penalty. Except for an outstanding loan upon a Participant’s retirement, Total and Permanent Disability or termination of employment pursuant to subsection (i), all loans shall be repaid by payroll deduction.

          (f) There may be an administrative charge imposed on each new loan in an amount determined by the Committee.

          (g) Each loan shall be considered a separate investment option of the Individual Account of the Participant. Notwithstanding Section 4.1(c), when a loan is made, the amount of the loan shall be withdrawn from sub-accounts within the Participant’s Individual Account

- 68 -

among the separate Investment Options in which each sub-account is invested and transferred to a segregated loan account maintained in his name. The loan amount shall be withdrawn from the vested portions of the sub-accounts within the Individual Account in such order as the Committee shall determine. Within each sub-account, the loan amount shall be withdrawn from the separate Investment Options on a pro-rata basis based on the Participant’s outstanding Investment Option specification. Payments of principal and interest against a loan shall thereafter be allocated ratably among the sub-accounts from which the loan was withdrawn and invested in accordance with a Participant’s outstanding Investment Option specification.

          (h) In the event a Participant defaults on a loan from this Plan, the Plan shall not foreclose on so much of the Participant’s Individual Account as is given as collateral for the loan until a distributible event occurs under the Plan. For purposes of this Plan and subject to subsection (j), a Participant shall be deemed to be in default on a loan if he fails to make any installment payment within 90 days after the due date for such payment. Except for purposes of subsection (c), upon default, interest on the outstanding loan balance shall cease to accrue.

          (i) In the event of the retirement, Total and Permanent Disability, death, or termination of employment of a Participant, the unpaid balance of any outstanding loan to such Participant, together with accrued interest, shall be immediately due and payable and shall be satisfied out of the Participant’s Individual Account prior to distribution (notwithstanding the provisions of Section 12.5) if not satisfied by payment in full prior to such distribution. Notwithstanding the preceding sentence, upon the retirement, Total and Permanent Disability or termination of employment of a Participant with an outstanding loan, such Participant may elect to make loan payments out of his own personal funds under such procedures as have been adopted by the Committee.

- 69 -

          (j) If an Employee who has an outstanding loan incurs a leave of absence, ceases loan repayment, and his rate of pay (after income and employment tax withholding) is not sufficient to meet the required repayment under the terms of the loan, then the Committee shall not deem that a default has occurred for a period equal to the lesser of: (1) the length of the leave of absence, or (2) one year. Upon the end of the period set forth in the preceding sentence, the term of the Employee’s loan will be extended by the length of such period (but in no event beyond the applicable maximum term set forth in subsection (d)), and the Employee’s loan payments shall be reamortized over the remaining period of repayments. 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). When an Employee returns from the military service, the term of the Employee’s loan will be extended by the length of the service (even if such extended repayment period exceeds the applicable maximum term set forth in subsection (d)), and the Employee’s loan payments shall be reamortized over the remaining period of repayments.

          (k) The Committee shall apply the provisions of this Section in a uniform and nondiscriminatory manner which is not inconsistent with Department of Labor regulations at 29 C.F.R. §2550.408b-1.

          (l) A married Participant with a Money Purchase Plan Sub-Account may not make a loan under this Section 6.1 unless, during the 90-day period ending on the date on which the loan is secured, his spouse has filed a written consent with the Committee, consenting to such loan, which consent shall be notarized, or witnessed by a member of the Committee, and shall acknowledge the effect of the loan.

- 70 -

6.2 Hardship Withdrawals

          (a) Upon making an Appropriate Request, and with the approval of the Committee, a Participant shall be allowed to withdraw all or part of the value of his Individual 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 Individual Account in such order as the Committee shall determine. Within each sub-account, withdrawals shall be charged against the separate Investment Options on a pro-rata basis based on the Participant’s outstanding Investment Option specification.

          (b) A Participant may only make a withdrawal under this Section 6.2 if the withdrawal is made on account of an immediate and heavy financial need of the Participant, as determined under subsection (c)(l), and is necessary to satisfy the financial 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 Committee 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 Committee, in its sole discretion, deems necessary to establish the existence of financial hardship and the amount necessary to be withdrawn to satisfy the financial 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:

- 71 -

          (A) Expenses 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 of a principal residence for the Participant (excluding mortgage payments);

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

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

          (E) Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children, or dependents (as defined in Code Section 152 without regard to Code Section 152(d)(l)(B); or

          (F) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of 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:

- 72 -

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

          (B) The Participant 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 may sponsor (including this Plan); and

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

          Notwithstanding subparagraphs (A) through (C), a Participant’s withdrawal may be considered to be in an amount necessary to satisfy a need under paragraph (1) if it satisfies a method prescribed by the Commissioner of Internal Revenue under Treasury Regulation §1.401(k) l(d)(2)(iv)(C).

          (D) A Participant may make a hardship withdrawal under this Section 6.2 for the reasons described in Sections 6.2(c)(l)(A), (C) and (E) as it relates to the Participant’s primary Beneficiary in the same manner as a hardship withdrawal for a spouse or other dependent. Said hardship withdrawal must satisfy all requirements of this Section.

          (d) In addition to the amount necessary to meet the immediate financial need created by the hardship, the Participant may, at his election, also withdraw any amount necessary to cover withholding for federal income tax purposes.

          (e) A Participant’s hardship withdrawal under this Section 6.2 shall be limited to the vested portion of his Individual Account, but excluding: (1) earnings allocated to his Employee

- 73 -

Pre-Tax Sub-Account as of a date after December 31, 1988; (2) Money Purchase Plan Sub-Account; (3) Employer Match Sub-Account; and (4) 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.

6.3 Non-Hardship Withdrawals

          (a) A Participant who continues in employment with an Employer or an Affiliate after his Normal Retirement Date may elect to receive distribution of all or any portion of his Individual 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 59½ may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested Individual Account other than his Money Purchase Plan Sub-Account or 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 request on 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. Any withdrawal elected under this Section 6.3 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) If a Participant’s Account is subject to the “automatic annuity” provisions of Article V, the Participant’s spouse must consent to any withdrawal hereunder unless the withdrawal is made as a “qualified joint and survivor annuity” as defined in Section 5.6(d).

- 74 -

          (f) Withdrawals shall be charged against the available sub-accounts within the Individual Account in such order as the Committee shall determine. Within each sub-account, withdrawals shall be charged against the separate Investment Options on a pro-rata basis based on the Participant’s outstanding Investment Option specification.

6.4 Withdrawal of Dividends

          (a) In accordance with uniform procedures established by the Committee, a Participant:

          (1) may elect on a quarterly basis to receive a direct payment of cash dividends on Company Stock otherwise allocable to his Individual Account; or

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

          In the event a Participant who has not made an election under Article V to commence receiving distribution of his Individual Account does not file an election pursuant to this Section 6.4(a)(l), the Participant will be deemed to have elected reinvestment in accordance with subsection (2) above. If a Participant has made an election under Article V to commence receiving distribution of his Individual 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 this Section 6.4(a)(l), the Participant will be deemed to have elected reinvestment in accordance with subsection (2) above only with respect to the portion of his Individual 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, the Participant will be deemed to have elected

- 75 -

a direct cash payment in accordance with subsection (1) above for that quarterly dividend payment and such election will remain in effect for future dividend payments until changed.

          In no event shall any distribution of dividends paid into the Trust Fund be made pursuant to this Section 6.4 later than ninety (90) days following the end of the Plan Year in which dividends were paid into the Trust Fund.

          Stock dividends shall be reinvested in the Company Stock Fund.

          (b) A Participant’s election to receive direct payment of dividends under Section 6.4(a)(l) 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 a Participant may elect a direct payment under Section 6.4(a)(l) are 100% of the cash dividends on shares of Company Stock in the Company Stock Fund and allocated to the Participant’s Individual 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, however, that the total cash dividend that would be payable if the Participant 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.

          (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 Committee shall specify.

          (d) If, with respect to any cash dividends declared on shares of Company Stock, the Board or Committee authorizes the direct payment under Section 6.4(a)(l) of less than 100% of such cash dividends, the Participant may elect, in accordance with uniform procedures

- 76 -

established by the Committee, a direct payment under this Section 6.4 of any percentage permitted by the Board or Committee.

6.5 Certain Dividends

          (a) Cash dividends on Company Stock which are received on the portions of a Participant’s Individual Account other than the Money Purchase 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 which are allocated to the Company Stock Fund shall be directed to the Vested Company Stock Dividend Sub-Account when received by the Trust and shall become 100% vested upon receipt.

          (b) Cash dividends on Company Stock which are received on a Participant’s Money Purchase 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 which are allocated to the Company Stock Fund shall be directed to the Vested Money Purchase Plan Dividend Sub- Account when received by the Trust and shall become 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 Individual Account attributable to part or all of 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 to active duty after September 11, 2001 and before December 31, 2007.

- 77 -

          (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.

- 78 -

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 by the Employer shall be irrevocable, except as otherwise provided in this Plan and may be used only for the exclusive benefit of the Participants and their Beneficiaries.

7.2 Trustee

          The Corporation will maintain an agreement with the Trustee whereunder the Trustee will receive, invest and administer as a trust fund Contributions made under this Plan 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 Fund and the income thereof, the management of the 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 Fund.

          Subject to a Participant’s Investment Option specification, the Trustee shall, in accordance with the terms of such Trust Agreement, accept and receive all sums of money paid to it from time to time by the Employer, and shall hold, invest, reinvest, manage and administer such moneys and the increment, increase, earnings and income thereof as a trust fund for the exclusive benefit of the Participants and their Beneficiaries and for the payment of reasonable expenses of administering the Plan.

- 79 -

7.3 Company Stock Fund

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

- 80 -

ARTICLE VIII

FIDUCIARIES

8.1 General

          Each Fiduciary who is allocated specific duties or responsibilities under the Plan or any Fiduciary who assumes such a position with the Plan shall discharge his duties solely in the interest of the Participants and Beneficiaries and for the exclusive purpose of providing such benefits as stipulated herein to such Participants and Beneficiaries, or of defraying reasonable expenses of administering the Plan. Each Fiduciary in carrying out such duties and responsibilities shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in exercising such authority or duties.

          A Fiduciary may serve in more than one Fiduciary capacity and may employ one or more persons to render advice with regard to his Fiduciary responsibilities. If the Fiduciary is serving as such without compensation, all expenses reasonably incurred by such Fiduciary shall be reimbursed by the Employers or from the assets of the Trust.

          A Fiduciary may allocate any of his responsibilities for the operation and administration of the Plan. In limitation of this right, a Fiduciary may not allocate any responsibilities as contained herein relating to the management or control of the Fund except (1) through the employment of an investment manager as provided in Section 8.4 and in the Trust Agreement relating to the Fund, (2) to the extent Participants specify their own Investment Options, or (3) delegation by the Committee to another committee of its responsibility to add, change or delete Investment Options in accordance with Section 8.5.

- 81 -

8.2 Quest

          Quest established and maintains the Plan for the benefit of Eligible Employees of the Corporation and those of other participating Employers and of necessity retains control of the operation and administration of the Plan. Quest is the “administrator” of the Plan within the meaning of ERISA Section 3(16)(A). Quest, in accordance with specific provisions of the Plan, has, as herein indicated, delegated certain of these rights and 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.

8.3 Employer

          The Employers shall indemnify each member of the Board, the Committee, and any of its employees 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 8.3, 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.

          The Employers shall supply such full and timely information for all matters relating to the Plan as (a) the Committee, (b) the Trustee, and (c) the accountant engaged on behalf of the Plan by Quest may require for the effective discharge of their respective duties.

- 82 -

8.4 Trustee

          The Trustee, in accordance with the Trust Agreement, shall have authority to manage the Fund, except that (1) the Committee may in its discretion employ at any time and from time to time an investment manager (as defined in section 3(38) of ERISA) to direct the Trustee with respect to all or a designated portion of the assets comprising the Fund, and (2) Participants may specify their own Investment Options.

8.5 Committee

          The Board shall appoint a Benefits Administration Committee of not less than three persons to hold office at the pleasure of Quest. No compensation shall be paid members of the Committee from the Fund for service on such Committee.

          The Committee shall choose from among its members a chairman and a secretary. Any action of the Committee shall be determined by the vote of a majority of its members. Either the chairman or the secretary may execute any certificate or other written direction on behalf of the Committee.

          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 any two members. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. The Committee may also act by written consent in lieu of a meeting.

          A Committee member may resign at any time by giving written notice of his resignation to Quest at least thirty days in advance, unless Quest shall accept shorter notice. The Board shall appoint replacement Committee members. Any Committee member who was employed by Quest or an Affiliate when appointed to the Committee shall automatically be deemed to have

- 83 -

resigned from the Committee effective as of the date he ceases to be employed by Quest or an Affiliate, unless the Board shall affirmatively act to keep said member on the Committee.

          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 Corporation shall appoint the necessary number of temporary Committee members to take the action.

          The Committee (or its delegate pursuant to Section 8.1) may add, change or delete the available Investment Options at any time, provided that the Committee (or its delegate) does not have the power to remove the Company Stock Fund as an Investment Option.

          In accordance with the provisions hereof, 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.

          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 (a) the eligibility of individuals to participate in the Plan, (b) the amount of benefits to which any Participant or Beneficiary may become entitled hereunder, and (c) any situation not specifically covered by the provisions of the Plan. The determination of the Committee shall be final and binding on all interested parties. All disbursements by the Trustee, except for the ordinary expenses of administration of the Fund or the reimbursement of reasonable expenses at the direction of the Corporation as provided herein, shall be made upon, and in accordance with, the written directions of the Committee. When the Committee is required in the performance of its

- 84 -

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.

8.6 Claims for Benefits

          All claims for benefits under the Plan shall be submitted to the Committee or its delegate, including a committee designated by the Committee to review appeals from initial claim denials, which shall have the responsibility for determining the eligibility of any Participant or Beneficiary for benefits. 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 Committee or its delegate may adopt forms for the submission of claims for benefits in which case all claims for benefits shall be filed on such forms. The Committee or its delegate shall provide Participants and Beneficiaries with all such forms.

          Upon receipt by the Committee or its delegate 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 Committee or its delegate of its decision with respect to such claimant’s claim within 90 days after the receipt of written request for benefits.

          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:

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

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

          (c) 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;

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

- 85 -

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

          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 Committee or its delegate 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.

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

8.7 Denial of Benefits – Review Procedure

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

          The decision on review shall be made by the Committee or its delegate within 60 days (45 days in the context of a claim involving a disability determination) of receipt of the request for review, unless special circumstances require an extension of time for processing, in which

- 86 -

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

          The decision on review shall be in writing, shall be written in a manner calculated to be understood by the claimant, and shall include:

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

          (b) Specific references to the pertinent Plan provisions on which the denia1 is based;

          (c) 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

          (d) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

          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 Committee or its delegate upon review will be final and binding on all parties.

8.8 Records

          All acts and determinations of the Committee 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 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. The Committee shall provide such timely

- 87 -

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, for the effective discharge of their respective duties.

8.9 Missing Persons

          If the Trustee is unable to make payment to any Participant or other person to whom a payment is due under the Plan because it cannot ascertain the identity or whereabouts of such Participant or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last known address of such Participant or other person as shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Participant or other person shall be treated as forfeited three (3) years after the date such payment first became due; provided, however, that such payment and any subsequent payments shall be reinstated retroactively no later than sixty (60) days after the date on which the Participant or other person is identified or located.

- 88 -

ARTICLE IX

AMENDMENT AND TERMINATION OF THE PLAN

9.1 Amendment of the Plan

          The Chief Executive Officer, the President and the Vice President of Human Resources of Quest, and any other officer of Quest 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; (i) 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 any other applicable law, (ii) any amendment adding or modifying an operational provision resulting from a corporate transaction (e.g., service-related issues); (iii) any amendment that does not increase the benefits under the Plan or otherwise increase the Employers’ costs with respect to the Plan; or (iv) the participation in the Plan as a participating employer of any organization whether or not it is affiliated with Quest. The duties, powers and liability of the Trustee hereunder 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 hereunder 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 Fund. No amendment may eliminate or reduce any early retirement benefit or subsidy that continues after retirement or optional form of benefit. Unless expressly provided for in an amendment, it shall not affect the rights and obligations of any Participant who terminated employment prior to the effective date of the amendment.

- 89 -

9.2 Termination of the Plan

          Quest expects to continue the Plan indefinitely, but continuance is not assumed as a contractual obligation and 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, each Participant affected thereby shall be then fully vested in his Individual Account.

          In the event of termination of the Plan by an Employer, the Committee shall value the Fund as of the date of termination. That portion of the Fund. applicable to any Employer for which the Plan has not been terminated shall be unaffected. The Individual Accounts of the Participants and Beneficiaries affected by the termination, as determined by the Committee, shall continue to be administered as a part of the Fund or distributed to such Participants or Beneficiaries pursuant to Section 5.6 as the Committee, in its sole discretion, shall determine. Any distributions upon plan termination of amounts attributable to Employee Pre-Tax Contributions and amounts held in sub-accounts subject to distribution restrictions similar to those applicable to Employee Pre-Tax Contributions shall only be made to the extent permissible by Code Section 401(k)(10).

- 90 -

ARTICLE X

PROVISIONS RELATIVE TO EMPLOYERS INCLUDED IN PLAN

10.1 Method of Participation

          Any organization, whether or not it is affiliated with the Corporation, may, with the consent of Quest, adopt the Plan. In order for an organization that is not affiliated with Quest under Code Sections 414(b), (c), (m) or (o) to adopt the Plan, appropriate action is required by the board of directors (or other governing body) of such adopting organization and by a duly-authorized officer of Quest. An affiliated organization shall adopt the Plan pursuant to an authorized signature under Section 9.1 of the Plan. Any unaffiliated organization which becomes a party to the Plan shall thereafter promptly deliver to Quest hereof a certified copy of the resolutions or other documents evidencing its adoption of the Plan and also a written instrument showing Quest’s approval of such organization’s becoming a party to the Plan.

10.2 Withdrawal

          Any one or more of the Employers included in the Plan may withdraw from the Plan at any time by giving six months advance notice in writing to Quest and the Committee (unless a shorter notice shall be agreed to by Quest) of its or their intention to withdraw. Upon receipt of notice of any such withdrawal, the Committee shall certify to the Trustee the equitable share of such withdrawing Employer in the Fund (to be determined by the Committee).

          The Trustee shall thereupon set aside from the Fund then held by it such securities and other property as it shall, in its sole discretion, deem to be equal in value to such equitable share. If the Plan is to be terminated with respect to such Employer, the amount set aside shall be dealt with in accordance with the provisions of Section 9.2. If the Plan is not to be terminated with respect to such Employer, the Trustee shall pay such amount to such trustee as may be

- 91 -

designated by such withdrawing Employer, and such securities and other property shall thereafter be held and invested as a separate trust of the Employer which has so withdrawn, and shall be used and applied according to the terms of a new agreement and declaration of trust between the Employer so withdrawing and the trustee so designated.

          Neither the segregation of the Fund assets upon the withdrawal of an Employer, nor the execution of any new agreement and declaration of trust pursuant to any of the provisions of this Section 10.2, shall operate to permit any part of the corpus or income of the Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants and Beneficiaries or to defray reasonable costs of administering the Plan and Trust.

- 92 -

ARTICLE XI

TOP HEAVY PROVISIONS

11.1 Determination of Top Heavy

(a) (1) The Plan will be considered a Top-Heavy Plan for any Plan Year if as of the Determination Date: (A) the value of the Individual Accounts of Participants who are Key Employees as of such Determination Date exceeds 60% of the value of the Individual Accounts of all Participants determined 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 which is not Top Heavy.

              (2) For purposes of the 60% Test:

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

          (B) if any Participant is a non-Key Employee with respect to the Plan for any Plan Year, but such Participant was a Key Employee with respect to the Plan for any prior Plan Year, the Individual Account of such Participant shall not be considered; and

          (C) If a Participant has not performed any service for the Employer or any Affiliate which maintains the Plan at any time during the one-year period

- 93 -

ending on the Determination Date, the Individual Account of such Participant shall not be considered.

          (b) Minimum Allocations: Notwithstanding Sections 4.3 and 4.4, 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 Individual 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:

          (1) three percent (3%) of such non-Key Employee Participant’s Section 415 Compensation; or

          (2) the highest aggregate percentage of Section 415 Compensation 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 and/or any Affiliate, the minimum allocation required by this Section shall be determined by aggregating the allocations under all such plans.

          (c) 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:

          (1) in the case of non-Key Employee Participants covered only by the defined benefit plan, the minimum benefit under the defined benefit plan shall be provided; and

- 94 -

          (2) in the case of non-Key Employee Participants not covered by the defined benefit plan or covered by both plans, a minimum allocation of five percent (5%) of such non Key Employee Participant’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.

11.2 Top-Heavy Definitions

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

          Key Employee – Any 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)(l)(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 five-percent owner of the Employer; or (3) a one-percent owner of the Employer who has annual Section 415 Compensation of more than $150,000. For purposes of determining five-percent and one-percent owners, neither the aggregation rules nor the rules of subsections (b), (c) and (m) of Code Section 414 apply. Beneficiaries of an Employee acquire the character of the Employee who performed services for the Employer. Also, inherited benefits will retain the character of the benefits of the Employee who performed services for the Employer. A non-Key Employee is any Employee who is not a Key Employee, or who is a former Key Employee.

- 95 -

          Permissive Aggregation Group – Each employee pension benefit plan maintained by the Employer (or any Affiliate) which is considered part of the Required Aggregation Group, plus one or more other employee pension benefit plans maintained by the Employer (or any Affiliate) that are not part of the Required Aggregation Group but that satisfy the requirements of Section 401(a)(4) and Section 410 of the Code 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 the Plan Year containing the Determination Date or any of the four preceding Plan Years, 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 the same period enables any employee pension benefit plan in which a Key Employee participates to meet the requirements of Code Sections 401 (a)(4) or 410.

- 96 -

ARTICLE XII

MISCELLANEOUS

12.1 Governing Law

          The Plan shall be construed, regulated and administered according to the laws of the state of New Jersey, except in those areas preempted by the laws of the United States of America.

12.2 Construction

          The headings and subheadings in the Plan 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 and the singular the plural, and vice versa.

12.3 Administration Expenses

          The expenses of administering the Fund and the Plan may be paid either by the Employers or from the Fund, as directed by Quest.

12.4 Participant’s Rights; Acquittance

          No Participant in the Plan shall acquire any right to be retained in the Employer’s employ by virtue of the Plan, nor, upon his dismissal, or upon his voluntary termination of employment, shall he have any right or interest in and to the Fund other than as specifically provided herein. The Employer shall not be liable for the payment of any benefit provided for herein. All benefits hereunder shall be payable only from the Fund.

12.5 Spendthrift Clause

          Except as provided by a qualified domestic relations order within the meaning of ERISA Section 206(d)(3) and, except pursuant to certain judgments and settlements under ERISA Section 206(d)(4), 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

- 97 -

process by any creditor of a Participant or Beneficiary. Neither a Participant nor Beneficiary shall have any right to alienate, commute, anticipate, or assign any of the benefits, payments, proceeds or distributions under this Plan.

12.6 Merger, Consolidation or Transfer

          In the event of the merger or consolidation of the Plan with another plan or transfer of assets or liabilities from the Plan to another plan, each then Participant or Beneficiary shall not, as a result of such event, be entitled on the day following such merger, consolidation or transfer under the termination of the Plan provisions to a lesser benefit than the benefit he was entitled to on the day prior to the merger, consolidation or transfer if the Plan had then terminated.

          The Trustee possesses the specific authority to 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, upon written direction of the Committee.

12.7 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 later. 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 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.

- 98 -

12.8 Counterparts

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

12.9 Transitional Rule

          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 by or on behalf of such Participant is made while such Participant is a participant in a Merged Plan.

- 99 -

ARTICLE XIII

ADOPTION OF THE PLAN

          Anything herein to the contrary notwithstanding, this amended and restated Plan is adopted and maintained under the condition that it is 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 23^rd day of December 2008, effective as of January 1, 2009, except as otherwise provided herein.

QUEST DIAGNOSTICS INCORPORATED
By:
Title:	Vice President

- 100 -

APPENDIX A

PARTICIPATING EMPLOYERS

The Effective Date for each Employer is set forth below:

Employer	Effective Date
AmeriPath, Inc.	January 1, 1994

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, and January 1, 2007 respectively (each a “merger date”), 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, and the Specialty Laboratories, Inc. 401(k) Profit Sharing Plan (each a “Merged Plan”), respectively, merged into and made a part of the Prior Plan. All assets and liabilities of the Merged Plans were transferred to and made part of the Prior Plan. Each Employee who was eligible to participate in ‘a Merged Plan immediately prior to the respective effective date of the merger of plans (the “Merger Date”) continued to be eligible to participate in the Prior Plan on and after the respective Merger Date. In no event will 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 be less 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 the 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, under rules promulgated by the Committee applied in a uniform and nondiscriminatory manner, and to

B-1

the extent permitted by applicable law, shall be considered eligibility or vesting service, respectively, under the Plan and the Prior Plan.

          If a Merged Plan that merged into this Plan determines Eligibility Service or Vesting Service, respectively, under an hours counting methodology, then Eligibility Service or Vesting Service, respectively, shall be determined under the methodology, hours counting or elapsed time, whichever results in the greater Eligibility Service or Vesting Service, respectively, under this Plan.

          If a Merged Plan that merged into this Plan determines 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 Committee 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.

          According, 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.

B-2

          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 plans that merged into the Prior Plan.

1) Definitions for Purposes of Appendix B

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

          (b) “Prior Company Contributions” means the prior company contributions attributable to assets transferred to the 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 Plan from the Pathology Associates, P.C. Incentive Savings Plan.

          (d) “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 Plan on or after January 1, 2007.

          (e) “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 Plan on or after January 1, 2007.

2) Vesting in Employer Contributions

          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 Contribution Account.

B-3

          (a) 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 Account.

          (b) A former participant in the Pathology Associates, P.C. Incentive Savings Plan shall have his vested interest in his Prior Employer Discretionary Contributions Account determined in accordance with the following schedule:

Years of 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 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 Sub-Account.

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

Years of 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	%

B-4

          (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 Disability or the date he dies, he shall be 100% vested in his Prior Employer Discretionary Contributions Account.

3) In-Service Withdrawals

          A former Participant of 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 prescribed in this Article, to make a cash withdrawal or, if the Participant’s Account is subject to the automatic annuity: provisions of Article V, a withdrawal through the purchase of a “qualified joint and survivor annuity” as defined in Section 5.6(d) or a single life annuity as provided in Section 5.6 of amounts that have been held in his Prior Employer Discretionary Contributions Account for at least two years.

4) Loans

          Notwithstanding any other provision of the Plan to the contrary, loans will be available to a former participant of the Pathology Associates, P.C. Incentive Savings Plan from his Prior Employer Discretionary Contributions Account and loans will not be available to a former participant of the Anatomic Pathology Associates Retirement Savings Plan from his Prior Company Contribution Account.

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 shall continue to be maintained under this Plan including, but 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)	Company 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;
(x)	MetWest Plan Sub-Account;

C-1

(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 Company Stock Sub-Account;
(jj)	Prior Focus Plan Match Sub-Account;
(kk)	Prior LabOne Money Purchase 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 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 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 apply to Participants who have a portion of their Individual Account attributable to the Money Purchase 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” as described in (c) below. However, the provisions of this Appendix apply only to such portion of the Participant’s Individual Account.

          (a)      Automatic and Optional Annuity Requirements

If a Participant elects to receive distribution through the purchase of an annuity contract that provides for payment over his life (or his Account includes assets transferred directly from a plan subject to Code Section 417), distribution shall be made to such Participant through the purchase of an annuity contract that provides for payment in one of the following “automatic annuity forms,” unless the Participant elects a different type of annuity.
	(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.
A Participant’s election of any form of payment other than the “automatic annuity form” shall not be effective unless it is a “qualified election;” provided, however, that

D-l

spousal consent shall not be required if the form of payment elected by the Participant is a Qualified Joint and Survivor Annuity. A Participant who has elected to receive distribution through the purchase of an annuity contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) may only change his election of a form of payment pursuant to a “qualified election;” provided, however, that spousal consent shall not be required if the form of payment elected by the Participant is a Qualified Joint and Survivor Annuity.

(b)     Qualified Preretirement Survivor Annuity Requirements

          If a married Participant who elects to receive distribution through the purchase of an annuity contract that provides for payment over his life (or whose 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 the Participant’s vested interest in his Account through the purchase of an annuity contract that provides for payment over the life of the Participant’s spouse. A Participant’s spouse may elect to receive distribution under any one of the other forms of payment available under this Article instead of in the Qualified Preretirement Survivor Annuity form. A married Participant who has elected to receive distribution through the purchase of an annuity contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) may only designate a non-spouse Beneficiary to receive distribution of such Account pursuant to a “qualified election” unless the spouse of such participant has previously consented to the naming of such non-spouse Beneficiary as the sole Beneficiary.

D-2

(c)	Qualified Election Procedures
	(1)	No less than seven and no more than 180 days before distribution of a Participant’s benefit commences, each Participant and his spouse (if any) shall be given a written notice to the effect that if the Participant is married on the date of commencement or payments, benefits will be payable in form of a Qualified Joint and Survivor Annuity under this Appendix unless the Participant, 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 the Participant 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 Participant’s spouse to consent to an election of an optional form. In addition, the notice shall inform the Participant that he has 30 days to elect whether to have benefits paid in an optional form.
	(2)	During the 180-day period ending on the day his distribution commences, each Participant may elect to have his benefit hereunder paid under one of the options set forth in Section 5.6(c) in lieu of the automatic form provided for in Section 5.6(a).
	(3)	A Participant who desires to have his benefit hereunder paid under one of the options provided in Section 5.6(c) shall make such an election through an Appropriate Request. An election by a Participant to receive his retirement benefit under any of the options provided in Section 5.6(c) may

D-3

		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.
(d)	For the purpose of this Appendix, the following terms shall 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 to the life of the Participant’s 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 the Participant and spouse. No survivor annuity shall be payable to the Participant’s spouse under a Qualified Joint and Survivor Annuity if such spouse is not the same spouse to whom the Participant 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 the death of a Participant prior to his Benefit Payment Date.

D-4

APPENDIX E

AMERISAVE RULES AND DEFINITIONS

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

          Hour of Service – Means, 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 will be credited to the Employee for the computation period in which the duties are performed);

          (2) 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 Department of Labor Regulation §2530.200b-2 which is incorporated herein by reference); and

          (3) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages (these hours will be credited to the Employee for the computation period or periods 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).

E-1

          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 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.

E-2

          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.

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

One-Year Break in Service – Means, 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.

          (2) Any period of unpaid leave pursuant to the Family and Medical Leave Act of 1993 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;

E-3

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 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.

          The following rules apply to the Prior Plan, and may need to be referenced in the current administration of the Plan.

                    (4) 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.

                    (5) 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

EX-5.1

Exhibit 5.1

February 20, 2009

Quest Diagnostics Incorporated
Three Giralda Farms
Madison, New Jersey 07940

Re: The 401(k) Savings Plan of Quest Diagnostics Incorporated

Ladies and Gentlemen:

      We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,750,000 shares of common stock, par value $0.01 per share (the “Shares”) of Quest Diagnostics Incorporated, a Delaware corporation (the “Company”), issuable under the 401(k) Savings Plan of Quest Diagnostics Incorporated (the “Plan”).

      We have examined the Certificate of Incorporation and the By-laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of records of the meetings of the Board of Directors and stockholders of the Company, as provided to us by the Company, the Registration Statement, the Plan and such other documents relating to the Company as we have deemed material for the purposes of rendering this opinion.

      In our examination of the foregoing documents, we have assumed: (i) the genuineness of all signatures; (ii) the authenticity and completeness of all documents, corporate records, certificates, and other instruments submitted to us; (iii) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to such original documents, records, certificates and other instruments, and that all such original documents, records, certificates and other instruments were authentic and complete; (iv) the legal capacity and competence of all signatories to such documents; (v) that, to the extent applicable, all such documents are the legal, valid and binding obligation of each of the parties thereto, enforceable against such parties in accordance with their respective terms; (vi) that no such documents have been amended or terminated orally or in writing except as has been disclosed to us; (vii) that the statements contained in the certificates and comparable documents for public officials, officers and representatives of the Company on which we have relied for purposes of this opinion, are true, complete and correct; (viii) that the officers and directors of the Company have properly exercised their fiduciary duties; and (ix) that all of the Shares will be issued for the consideration

Quest Diagnostics Incorporated
February 20, 2009
Page 2

permitted under the Plan as currently in effect and that none of the shares will be issued for less than the par value of the stock. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of the officers of the Company.

      We express no opinion as to the laws of any state or jurisdiction other than the laws of the State of Illinois, the State of New York, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America.

      It is understood that this opinion is to be used in connection with the offer and sale of Shares only while the Registration Statement is in effect.

      Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

      Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance, and when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

      We hereby consent to the filing of this Opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated by the Commission. This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any other person hereafter with regard to any changes after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if any such changes may affect the legal analysis or legal conclusion or other matters set forth in this opinion.

Very Truly Yours,

EPSTEIN BECKER & GREEN, P.C.

By:	/s/ Howard Pianko	By:	/s/ Lola Miranda Hale
	Howard Pianko,		Lola Miranda Hale,
	a Shareholder		a Partner

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in the 2008 Annual Report to Shareholders, which is incorporated by reference in Quest Diagnostics Incorporated Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Florham Park, New Jersey

February 18, 2009