Quest Diagnostics (DGX) 8-K Other Events

Exhibit 1.1

EXECUTION VERSION

QUEST DIAGNOSTICS INCORPORATED
(a Delaware corporation)

Common Stock, par value $0.01 per share

UNDERWRITING AGREEMENT

Dated: January 31, 2011

Table of Contents

			Page
SECTION 1.		Representations and Warranties	2
	(a)	Representations and Warranties by the Company	2
	(b)	Representations and Warranties of the Selling Shareholder	12
	(c)	Officer’s Certificates	13
SECTION 2.		Sale and Delivery to Underwriters; Closing	13
	(a)	Shares	14
	(b)	Payment	14
	(c)	Denominations; Registration	14
SECTION 3.		Covenants of the Company and the Selling Shareholder	14
	(a)	Covenants of the Company	14
	(b)	Covenants of the Selling Shareholder	17
SECTION 4.		Payment of Expenses	17
	(a)	Expenses	17
	(b)	Expenses of the Selling Shareholder	18
	(c)	Termination of Agreement	18
	(d)	Allocation of Expenses	18
SECTION 5.		Conditions of Underwriters’ Obligations	18
	(a)	Accuracy of Representations and Warranties of the Company	18
	(b)	Accuracy of Representations and Warranties of the Selling Shareholder	18
	(c)	Opinion of Counsel for the Company	18
	(d)	Opinion of Assistant General Counsel of the Company	18
	(e)	Opinion of Counsel for the Selling Shareholder	19
	(f)	Opinion of Counsel for the Underwriters	19
	(g)	Officers’ Certificate	19
	(h)	Certificate of Selling Shareholder	19
	(i)	Prospectus and Free Writing Prospectus	19
	(j)	Comfort Letters and Consent	20
	(k)	Additional Documents	20
	(l)	Termination of Agreement	20
SECTION 6.		Covenants of the Underwriters	21
SECTION 7.		Indemnification	21
	(a)	Indemnification of the Underwriters	21

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	(b)	Indemnification by Selling Shareholder	22
	(c)	Indemnification of Company, Directors and Officers and the Selling Shareholder	22
	(d)	Actions against Parties; Notification	22
	(e)	Settlement without Consent if Failure to Reimburse	23
SECTION 8.		Contribution	23
SECTION 9.		Representations, Warranties and Agreements to Survive Delivery	24
SECTION 10.		Termination of Agreement	25
	(a)	Termination; General	25
	(b)	Liabilities	25
SECTION 11.		Default by One or More of the Underwriters	25
SECTION 12.		Default by the Selling Shareholder	26
SECTION 13.		Notices	26
SECTION 14.		Parties	26
SECTION 15.		Governing Law and Time	27
SECTION 16.		Effect of Headings	27
SECTION 17.		Partial Unenforceability	27
SECTION 18.		No Advisory or Fiduciary Responsibility	27
SECTION 19.		General Provisions	28

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Schedule A	-	Underwriters
Schedule B	-	Time of Sale Prospectus
Schedule C	-	Subsidiaries
Schedule D	-	List of Executive Officers and Directors Subject to Lock-Up
Exhibit A	-	Form of Lock-Up Agreement
Exhibit B	-	Form of Opinion of Shearman & Sterling
Exhibit C	-	Form of Opinion of Assistant General Counsel of the Company
Exhibit D	-	Form of Opinion of Cleary Gottlieb Steen & Hamilton LLP

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QUEST DIAGNOSTICS INCORPORATED
(a Delaware corporation)

Common Stock, par value $0.01 per share

UNDERWRITING AGREEMENT

January 31, 2011

DEUTSCHE BANK SECURITIES INC.
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

J.P. MORGAN SECURITIES LLC
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

          Quest Diagnostics Incorporated, a Delaware corporation (the “Company”) and SB Holdings Capital Inc., a Delaware corporation (the “Selling Shareholder”), confirm their respective agreements with the several Underwriters named in Schedule A hereto (collectively, the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof) with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Schedule A hereto. The aforesaid 15,377,600 shares of Common Stock to be purchased by the Underwriters are herein called the “Shares.”

          The Company and the Selling Shareholder understand that the Underwriters propose to make a public offering of the Shares as soon as the Underwriters deem advisable after this Agreement has been executed and delivered.

          The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, (the file number of which is 333-167603) on Form S-3, relating to securities (the “Shelf Securities”), including the Shares, to be sold from time to time by the Selling Shareholder. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “1933 Act”) and post-effective Amendment No. 1 (filed with the Commission on January 31, 2011), is hereinafter referred to as the “Registration

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Statement”, and the related prospectus covering the Shelf Securities dated January 31, 2011 in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) is hereinafter referred to as the “Basic Prospectus”. The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act) is hereinafter referred to as the “Prospectus”, and the term “preliminary prospectus” means any preliminary form of the Prospectus.

          For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, “Time of Sale Prospectus” means the preliminary prospectus identified in Schedule B hereto together with the free writing prospectuses, if any, each identified in Schedule B hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the 1933 Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “preliminary prospectus”, “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement”, “amendment”, and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), that are deemed to be incorporated by reference therein.

          All references in this Agreement to financial statements and schedules and other information which is “contained”, “included”, “stated”, “described” or “disclosed” in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus, as the case may be.

          SECTION 1.Representations and Warranties.

          (a)Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(c) hereof (unless otherwise specified), and agrees with each Underwriter, as follows:

          (i) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

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	(ii) (a) The Registration Statement, when it became effective, did not contain, and as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (c) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (d) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Time, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (e) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (f) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use therein.
	(iii)Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Time of Sale Prospectus or the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Time of Sale Prospectus or the Prospectus at its date and at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
	(iv) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933 Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was

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prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. Any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

          (v)Independent Accountants. PricewaterhouseCoopers LLP, which audited the annual financial statements incorporated by reference in the Time of Sale Prospectus and the Prospectus, are independent registered public accountants with respect to the Company, in any case, as required by the 1933 Act, the rules and regulations of the Commission under the 1933 Act, the 1934 Act and the 1934 Act Regulations.

          (vi)Financial Statements. The financial statements of the Company included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, together with the related schedule and notes, present fairly (A) the financial position of the Company and its Subsidiaries (as defined below) on a consolidated basis at the dates indicated and (B) the statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries on a consolidated basis for the periods specified. Such financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules relating to the Company, if any, included in the Time of Sale Prospectus and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The as adjusted information of the Company included or incorporated by reference in the Time of Sale Prospectus and the Prospectus present fairly the information shown therein, and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There are no historical or pro forma financial statements of the Company or any its Subsidiaries or any acquired entities which are required by the 1933 Act to be disclosed in the Registration Statement, or the Time of Sale Prospectus or the Prospectus which are not so disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

          (vii)No Material Adverse Change in Business. Since the respective dates as of which information is given in the Time of Sale Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the business, financial condition, operations, cash flow or

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business prospects of the Company and its Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”) and (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those described or contemplated by the Time of Sale Prospectus or in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise.

          (viii)Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

          (ix)Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the outstanding capital stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule C are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for pledges of such capital stock and partnership interests that were granted under the Credit Agreement, dated May 31, 2007, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America N.A., as administrative agent (the “Credit Agreement”); none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule C attached hereto.

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          (x)Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

          (xi)Authorized Capital Stock. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. The outstanding shares of Common Stock (including the Shares to be sold by the Selling Shareholder) have been duly authorized and are validly issued, fully paid and non-assessable. The Common Stock conforms to all statements relating thereto contained in the Time of Sale Prospectus and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

          (xii)Absence of Defaults and Conflicts. Neither the Company nor any of the Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”) or has violated or is in violation of any of the laws, rules and regulations administered by the United States Centers for Medicare and Medicaid Services (“CMS”), the United States Food and Drug Administration (the “FDA”), the Substance Abuse and Mental Health Services Administration (the “SAMHSA”) and by the Drug Enforcement Administration (the “DEA”), or any other applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their assets or properties, except in each case for such defaults or violations that have been disclosed or that would not singly or in the aggregate result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the consummation of the transactions contemplated herein and in the Time of Sale Prospectus and the Prospectus and compliance by the Company with its obligations under this Agreement has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the

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Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of the Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their assets, properties or operations.

          (xiii)Absence of Labor Disputes. No labor dispute with the employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is imminent, which may reasonably be expected to result in a Material Adverse Effect.

          (xiv)Absence of Proceedings. Except as disclosed in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference thereto, there is not pending or, to the knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any Subsidiary is a party, or to which the property of the Company or any Subsidiary is subject, before or brought by any domestic or foreign court or governmental agency or body, affecting (i) the possession by any of them of any Governmental Authorization (as defined herein) currently held by any them, (ii) the accreditation of any of their respective laboratories with the College of American Pathologists (“CAP”), (iii) any of their qualification to perform services for and receive reimbursement from, Medicaid, Medicare, TRICARE or CHAMPUS (iv) any of their ability to conduct their clinical testing business in any state or (v) any of them in any other way, which in the case of any of the foregoing, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company and the Subsidiaries considered as one enterprise or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary thereof is a party or of which any of their respective property or assets is the subject which are not described in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference thereto, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. All of the descriptions set forth in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference thereto, of the legal and governmental proceedings by or before any court, governmental agency or body are true and accurate in all material respects.

          (xv)Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Time of Sale Prospectus and the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

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          (xvi)Possession of Intellectual Property. The Company and the Subsidiaries own, possess or license, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property (including Intellectual Property which is licensed) or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

          (xvii)Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required (i) for the performance by the Company of its obligations hereunder, (ii) in connection with the transactions contemplated by this Agreement or (iii) for the due execution, delivery or performance by the Company of this Agreement or any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of the Subsidiaries in connection with the consummation of the transactions contemplated herein and in the Time of Sale Prospectus and the Prospectus (including the sale of the Shares), except such as have been already obtained or as may be required under state securities laws and except such where the failure to obtain would not result in a Material Adverse Effect.

          (xviii)Possession of Licenses, Provider Agreements and Permits. The Company and the Subsidiaries possess all governmental permits, licenses, provider numbers and agreements, approvals, consents, certificates and other authorizations required (i) under the Medicare, Medicaid, TRICARE and CHAMPUS programs, (ii) under the Clinical Laboratories Improvement Act of 1967, as amended (the “CLIA”), (iii) by the SAMHSA and (iv) as otherwise necessary to conduct the business now operated by them respectively, issued by CMS, the FDA, the SAMHSA and each other appropriate federal, state, local or foreign regulatory agencies or bodies including, but not limited to, any foreign regulatory authorities performing functions similar to their respective functions (“Governmental Authorizations”) except where failure to obtain such Governmental Authorizations would not singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Authorizations are valid and in full force and effect, except when

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the invalidity of such Governmental Authorizations or the failure of such Governmental Authorizations to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Authorizations, nor are there, to the knowledge of the Company, pending or threatened actions, suits, claims or proceedings against the Company or any Subsidiary before any court, governmental agency or body including, but not limited to, CMS, the FDA, and the SAMHSA or otherwise that would reasonably be expected to limit, revoke, cancel, suspend or cause not to be renewed any Governmental Authorizations, in each case, which, singly or in the aggregate, would result in a Material Adverse Effect.

          (xix)Licensing and Accreditation of Laboratories. All of the regional laboratories of the Company and the Subsidiaries are eligible for accreditation by CAP and are so accredited, and all of the laboratories of the Company and the Subsidiaries are in compliance, in all material respects, with the standards required by CLIA.

          (xx)Title to Property. The Company and the Subsidiaries have valid title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Time of Sale Prospectus and the Prospectus and reflected in the financial statements included therein; (b) are granted or created under the Credit Agreement or (c) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Time of Sale Prospectus and the Prospectus, are in full force and effect. Except as described in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of the Subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.

          (xxi)Insurance. The Company and the Subsidiaries carry or are entitled to the benefits of insurance, including, without limitation, professional liability insurance, with financially sound and reputable insurers, in such amounts, containing such deductibles and covering such risks as is reasonable and prudent in the view of the Company.

          (xxii)Environmental Laws. Except for such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company

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nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, medical specimens, petroleum or petroleum products or nuclear or radioactive material (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and the Subsidiaries have all permits, licenses, authorizations and approvals currently required for their respective businesses under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of the Subsidiaries and (D) there are no events, facts or circumstances that might reasonably be expected to form the basis of any liability or obligation of the Company or any of the Subsidiaries, including, without limitation, any order, decree, plan or agreement requiring clean-up or remediation, or any action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of the Subsidiaries relating to any Hazardous Materials or Environmental Laws.

          (xxiii)Registration Rights. Except as disclosed in the Time of Sale Prospectus and the Prospectus or the documents incorporated by reference therein, there are no holders of securities (debt or equity) of the Company, or holders of rights (including, without limitation, preemptive rights), warrants or options to obtain securities of the Company, who have the right to request the Company to register securities held by them under the 1933 Act.

          (xxiv)Compliance with Sarbanes-Oxley. There is not and, since the end of the period covered by the annual financial statements incorporated by reference in the Time of Sale Prospectus and the Prospectus, there has not been any failure on the part of the Company and its subsidiaries and their respective officers and directors to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

          (xxv)Accounting Controls. The Company and its consolidated Subsidiaries maintain a system of internal accounting controls that is in compliance with the Sarbanes-Oxley Act and is sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to

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maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (xxvi)Investment Company Act. The Company is not, and will not be as a result of the sale of the Shares pursuant to this Agreement, an investment company within the meaning of the Investment Company Act of 1940, as amended.

          (xxvii)Reporting Company. The Company is subject to the reporting requirements of Section 13 or Section 15(d) of the 1934 Act.

          (xxviii)Related Party Transactions. All transactions required to be disclosed under Item 404 of Regulation S-K under the 1933 Act have been disclosed in the Time of Sale Prospectus and the Prospectus or the Company’s filings with the Commission under the 1934 Act.

          (xxix)No Unlawful Contributions or Other Payments. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance in all material respects with the FCPA and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

          (xxx)No Conflict with Money Laundering Laws. To the knowledge of the Company, the operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”). No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with

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respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

          (xxxi)No Conflict with OFAC Laws. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

          (xxxii)NYSE Listing. The Shares have been listed and admitted for trading on the New York Stock Exchange (the “NYSE”).

          (b)Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(c) hereof (unless otherwise specified), and agrees with each Underwriter, as follows:

          (i)No Free Writing Prospectuses. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, each furnished to you before first use, the Selling Shareholder has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

          (ii)Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.

          (iii)Noncontravention. The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except for any such contravention that individually or in the aggregate would not reasonably be expected to have a material adverse effect upon the Selling Shareholder’s ability to perform its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement, except such as may have been obtained or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares.

          (iv)Valid Title. The Selling Shareholder is the record and beneficial owner of the Shares to be sold by it free and clear of all liens, encumbrances, equities or claims and has duly indorsed such Shares in blank. Assuming that each Underwriter acquires its interest in the Shares it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC)

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against any Shares to be sold by the Selling Shareholder, each Underwriter that has purchased Shares delivered on the date hereof to DTC by making payment therefor, as provided herein, and that has had such Shares credited to the securities account or accounts of such Underwriter maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares purchased by such Underwriter, and no action based on an adverse claim may be asserted against such Underwriter with respect to such Shares. The Selling Shareholder has all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares.

          (v)Information About the Company. The sale of the Shares by the Selling Shareholder is not prompted by any material information concerning the Company or its subsidiaries that is not set forth in the Time of Sale Prospectus.

          (vi)Accurate Disclosure. (A) The Registration Statement, when it became effective and at the date hereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Time (as defined in Section 2(c)), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) the Prospectus, as of the date hereof, does not contain and, as amended or supplemented, if applicable, at the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this Section 1(b)(vi) only apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus and the Prospectus made in reliance on and in conformity with information furnished to the Company in writing by the Selling Shareholder expressly for use therein (it being understood and agreed that the only such information furnished by the Selling Shareholder is the information described in Section 7(b) below).

          (c)Officer’s Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries, as the case may be, delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or any of the Subsidiaries to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Underwriters or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

          SECTION 2.Sale and Delivery to Underwriters; Closing.

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          (a)Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Shares set forth in Schedule A opposite the name of the Selling Shareholder, which the number of Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Shares, subject, in each case, to such adjustments among the Underwriters as the Underwriters shall make to eliminate any sales or purchases of fractional shares.

          (b)Payment. Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as shall be agreed upon by the Underwriters and the Company and the Selling Shareholder, at 9:00 A.M. (New York City time) on February 4, 2011 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters, the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”).

          Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Selling Shareholder against delivery to the Underwriters for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Each Underwriter may (but shall not be obligated to) make payment of the purchase price for the Shares to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder.

          (c)Denominations; Registration. Certificates for the Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business day before the Closing Time. The certificates for the Shares will be made available for examination and packaging by the Underwriters in the City of New York not later than 10:00 A.M. (New York City time) on the business day prior to the Closing Time.

          SECTION 3.Covenants of the Company and the Selling Shareholder.

          (a)Covenants of the Company. The Company covenants with each Underwriter as follows:

          (i)Delivery of Registration Statement, Time of Sale Prospectus and Prospectus. The Company, as promptly as possible, will deliver to each Underwriter, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and will deliver to each Underwriter during the period mentioned in Section 3(e) or 3(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any amendments and supplements thereto and any documents incorporated therein by reference as such Underwriter may reasonably request.

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          (ii)Amendments and Supplements. The Company will, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, furnish to you a copy of each such proposed amendment or supplement and not file any such proposed amendment or supplement to which you reasonably object and file with the Commission within the applicable period specified in Rule 424(b) under the 1933 Act any prospectus required to be filed pursuant to such Rule.

          (iii)Free Writing Prospectus. The Company will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

          (iv)Free Writing Prospectus (Underwriter).The Company will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the 1933 Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

          (v)Amend or Supplement Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters or counsel to the Company, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

          (vi)Amend or Supplement Prospectus. If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters or counsel to the Company the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters or counsel to the Company, it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and

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furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

          (vii)Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriters may designate and to maintain such qualifications in effect as long as required for the sale of the Shares;provided,however, that (i) the Company shall in no event be required to continue in effect any such qualification for a period of more than 180 days after the Closing Time, (ii) the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction in which they are not so qualified and (iii) the Company will not be required to subject itself to taxation (other than any nominal amount) in any jurisdiction if not otherwise so subject.

          (viii)Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to their securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

          (ix)Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Time of Sale Prospectus and the Prospectus, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Time of Sale Prospectus and the Prospectus or (C) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Time of Sale Prospectus and the Prospectus. Nothing in this Section 3(a)(ix) shall prohibit the Company from repurchasing shares of its Common Stock.

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          (x)Lock-up Agreements. The Company shall use its reasonable best efforts to cause each of the executive officers and directors of the Company listed on Schedule D hereto to execute a “lock-up” agreement substantially in the form of Exhibit A hereto on or prior to the Closing Time.

          (xi)Reporting Requirements. The Company, during the period when the Time of Sale Prospectus or the Prospectus is required to be delivered will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

          (xii)Exchange Listing. The Company agrees use its best efforts to maintain in full force and effect the listing of the Shares on the NYSE.

          (b)Covenants of the Selling Shareholder. During a period of 30 days from the date of the Prospectus, the Selling Shareholder will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to Shares to be sold hereunder or pursuant to the Share Repurchase Agreement entered into between the Company and the Selling Shareholder on or around the date hereof.

          SECTION 4.Payment of Expenses.

          (a)Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing and printing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company (including financial statements and any schedules or exhibits) and of each amendment or supplement thereto, including the filing fees payable to the Commission relating to the Shares (within the time required by Rule 456(b)(1), if applicable), and the delivery to the Underwriters of copies of each, (ii) the preparation, printing and delivery to the Underwriters of this Agreement and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Shares, (iii) the preparation and delivery of the certificates for the Shares to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 3(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Shares, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by The Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale

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of the Shares, (viii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplements thereto and (ix) the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange.

          (b)Expenses of the Selling Shareholder. The Selling Shareholder will pay all expenses incident to the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Shares to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of its counsel and other advisors.

          (c)Termination of Agreement. (i) If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5(a), Section 5(c), Section 5(d), Section 5(f), Section 5(g), Section 5(i), Section 5(j), Section 5(k)(A) or Section 10(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out of pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters and (ii) if this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5(b), Section 5(e), Section 5(h), Section 5(k)(B) or Section 12 hereof, the Selling Shareholder shall reimburse the Underwriters for all of their out of pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

          (d)Allocation of Expenses. The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholder may make for the sharing of such costs and expenses.

          SECTION 5.Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the following conditions:

          (a)Accuracy of Representations and Warranties of the Company. The accuracy of the representations and warranties of the Company contained in Section 1(a) hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, and the performance by the Company of its covenants and other obligations hereunder.

          (b)Accuracy of Representations and Warranties of the Selling Shareholder. The accuracy of the representations and warranties of the Selling Shareholder contained in Section 1(b) hereof or in certificates of any officer of the Selling Shareholder delivered pursuant to the provisions hereof, and the performance by the Selling Shareholder of its covenants and other obligations hereunder.

          (c)Opinion of Counsel for the Company. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Shearman & Sterling LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibit B hereto.

          (d)Opinion of Assistant General Counsel of the Company. At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of William J. O’Shaughnessy, Assistant General Counsel of the Company, in form and substance reasonably

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satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibit C hereto.

          (e)Opinion of Counsel for the Selling Shareholder. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Selling Shareholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters to the effect set forth in Exhibit D hereto.

          (f)Opinion of Counsel for the Underwriters. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Subsidiaries and certificates of public officials.

          (g)Officers’ Certificate. At the Closing Time, (i) the Prospectus, as it may then be amended or supplemented, including the documents incorporated by reference therein, shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) there shall not have been, since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the business, financial condition, operations, cash flow or business prospects of the Company and of the Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the Company shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time; and (iv) the representations and warranties of the Company in Section 1(a) shall be accurate and true and correct as though expressly made at and as of the Closing Time. The Underwriters shall have received a certificate of Robert A. Hagemann, Senior Vice President and Chief Financial Officer of the Company and Michael G. Lukas, Vice President, Finance of the Company, dated as of Closing Time, to such effect.

          (h)Certificate of Selling Shareholder. At the Closing Time, the Underwriters shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

          (i)Prospectus and Free Writing Prospectus. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the 1933 Act within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been

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issued and no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any issuer free writing prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Underwriters’ reasonable satisfaction.

          (j)Comfort Letters and Consent. At each of the time of the execution of this Agreement and the Closing Time, the Underwriters shall have received from PricewaterhouseCoopers LLP letters with respect to the Company dated the date hereof or the Closing Time, as the case may be, in form and substance satisfactory to the Underwriters or to counsel for the Underwriters and to PricewaterhouseCoopers LLP, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus;provided that the letter delivered at the Closing Time shall use a “cut-off date” no more than three business days prior to the Closing Time.

(k)Additional Documents.
	(A) At the Closing Time, counsel for the Underwriters shall have been furnished by the Company with such documents and opinions as they may reasonably require (including any consents under any agreements to which the Company is a party) for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of Shares as herein contemplated shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters.
	(B) At the Closing Time, counsel for the Underwriters shall have been furnished by the Selling Shareholder with such documents and opinions as they may reasonably require (including any consents under any agreements to which the Selling Shareholder is a party) for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Selling Shareholder in connection with the issuance and sale of Shares as herein contemplated shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

          (l)Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Company and the Selling Shareholder at any time at or prior to Closing Time and such termination shall be without liability of any party to any other party

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except as provided in Section 4 and except that Sections 1, 7, 8 and 9 shall survive any such termination and remain in full force and effect.

          SECTION 6.Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

          SECTION 7.Indemnification.

          (a)Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below, as follows:

          (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or the Prospectus or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein (and other than with respect to the Registration Statement, in light of the circumstances in which they were made), not misleading;

          (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholder; and

          (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided,however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue

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statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use therein.

          (b)Indemnification by Selling Shareholder.The Selling Shareholder agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act of Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by the Selling Shareholder expressly for use therein (it being agreed that the only information that the Selling Shareholder has furnished expressly for use in the Registration Statement or amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or the Prospectus or any amendment or supplement thereto is the name of such Selling Shareholder, the address of such Selling Shareholder, the number of Shares of Common Stock to be sold by such Selling Shareholder set forth in the Time of Sale Prospectus and the Prospectus under the caption “Selling Stockholder”). Notwithstanding anything herein to the contrary, in no event shall the liability of the Selling Shareholder to provide indemnity pursuant to this Section 7(b), or contribution pursuant to Section 8, or, for the avoidance of doubt, pursuant to both such sections taken together, exceed the amount of net proceeds received by the Selling Shareholder in connection with the sale of the Shares under this Agreement.

          (c)Indemnification of Company, Directors and Officers and the Selling Shareholder. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors and officers, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein.

          (d)Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) and 7(b) above, counsel to such indemnified parties shall be selected by the Underwriters and, in the case of parties indemnified pursuant to Section 7(c) above, counsel to such indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action;provided,however, that counsel to the indemnifying party shall not (except with the consent of

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the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

          (e)Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party for the indemnified party’s reasonable fees and expenses of counsel in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement effected without its consent if such indemnifying party (A) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to the indemnified party disputing the unpaid balance in good faith and substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement, subject to provision of notice by the indemnified party in accordance with (i) and (ii) above.

          SECTION 8.Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

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          The relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company and the Selling Shareholder on the one hand and the total underwriting discount received by the Underwriters on the other hand, in each case as set forth on the cover of the Prospectus bear to the aggregate initial offering prices of the Shares as set forth on such cover of the Prospectus.

          The relative fault of the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Shareholder or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          The Company, the Selling Shareholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares sold by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

          No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 8, (a) each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and (b) each director of the Company and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Selling Shareholder, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the number of Shares set forth opposite their respective names in Schedule A hereto and not joint.

          SECTION 9.Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of

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officers of the Company or any of the Subsidiaries or the Selling Shareholder submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company or any person controlling the Selling Shareholder, and shall survive delivery of the Shares to the Underwriters.

          SECTION 10.Termination of Agreement.

          (a)Termination; General. The Underwriters may terminate this Agreement, by notice to the Company and the Selling Shareholder, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as disclosed in the Time of Sale Prospectus or the Prospectus (in each case, exclusive of any supplement thereto after the date hereof), or (ii) if there has occurred any outbreak of hostilities or escalation thereof, declaration by the United States of a national emergency or war, or other calamity or crisis, the effect of which on the financial markets is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to market the Shares or delivery of the Shares, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission or the NYSE, or if trading generally on the NYSE has been suspended or limited, or minimum or maximum prices for trading have been fixed on the NYSE, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

          (b)Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8 and 9 shall survive such termination and remain in full force and effect.

          SECTION 11.Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then:

          (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

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          (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

          No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

          In the event of any such default which does not result in a termination of this Agreement either the (i) Underwriters or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11.

          SECTION 12.Default by the Selling Shareholder. If the Selling Shareholder shall fail at the Closing Time to sell and deliver the number of Shares which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at their option, by notice from the Underwriters to the Company, terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 7, 8, 9 and 16 shall remain in full force and effect. No action taken pursuant to this Section 12 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default.

          In the event of a default by the Selling Shareholder as referred to in this Section 12, each of the Underwriters and the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

          SECTION 13.Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005, Attention: Equity Syndicate Desk and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358), Attention: Equity Syndicate Desk, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, attention of Stuart H. Gelfond, Esq.; notices to the Company shall be directed to it at Three Giralda Farms, Madison, New Jersey 07940, attention of Assistant General Counsel and Corporate Secretary, with a copy to Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, attention of Stephen T. Giove, Esq.; and notices to the Selling Shareholder shall be directed to it at 1105 North Market Street, Suite 622, Wilmington, Delaware 19801, United States, attention of William J. Mosher, Esq., with a copy to Cleary Gottlieb Steen & Hamilton LLP, 55 Basinghall Street, London EC2V 5EH, United Kingdom, attention of Sebastian R. Sperber, Esq.

          SECTION 14.Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Selling

- 26 -

Shareholder and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Selling Shareholder and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

          SECTION 15.Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. SPECIFIED TIMES OF DAY HEREIN REFER TO NEW YORK CITY TIME.

          SECTION 16.Effect of Headings. The Article, Section and subsection headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

          SECTION 17.Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

          SECTION 18.No Advisory or Fiduciary Responsibility. Each of the Company and the Selling Shareholder acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Shareholder are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Selling Shareholder or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Selling Shareholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company and the Selling Shareholder on other matters) or any other obligation to the Company and the Selling Shareholder except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Shareholders and that the several Underwriters have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering

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contemplated hereby and the Company and the Selling Shareholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Selling Shareholder hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholder may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

          SECTION 19.General Provisions.This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

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          If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholder in accordance with its terms.

Very Truly Yours,
QUEST DIAGNOSTICS INCORPORATED
By:	/s/ MICHAEL G. LUKAS
	Name: Michael G. Lukas
	Title: Vice President, Finance

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SB HOLDINGS CAPITAL INC.
By:	/s/ P. K. HOPKINS
By:	/s/ SARAH-JANE CHILVER-STAINER

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CONFIRMED AND ACCEPTED,
as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
By	/s/ JOSEPH COLEMAN
	Name: Joseph Coleman
	Title: Managing Director
By	/s/ MARK SCHWARTZ
	Name: Mark Schwartz
	Title: Managing Director

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CONFIRMED AND ACCEPTED,
as of the date first above written:
J.P. MORGAN SECURITIES LLC
By	/s/ VICTORIA APARECE
	Name: Victoria Aparece
	Title: Executive Director

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SCHEDULE A – UNDERWRITERS

          The initial public offering price per share for the Shares shall be $56.25.

          The purchase price per share for the Shares to be paid by the several Underwriters shall be $55.615, being an amount equal to the initial public offering price set forth above less $0.635 per share.

Name of Underwriter	Number of Shares to be Purchased
Deutsche Bank Securities Inc.		7,688,800
J.P. Morgan Securities LLC		7,688,800
Total:		15,377,600

A-1

SCHEDULE B – TIME OF SALE PROSPECTUS

1.	Prospectus dated January 31, 2011 relating to the Shelf Securities
2.	Preliminary prospectus supplement dated January 31, 2011 relating to the Shares
3.	The following pricing terms:
	a.	The Selling Shareholder is selling 15,377,600 shares of Common Stock.
	b.	The initial public offering price per share for the Shares shall be $56.25.
4.	The two Free Writing Prospectuses filed by the Company on January 31, 2011.
5.	Free Writing Prospectuses prepared by the Selling Shareholder – None.

B-1

SCHEDULE C – SUBSIDIARIES

100%	Quest Diagnostics Holdings Incorporated (f/k/a SBCL, Inc.) (DE)
100%	Quest Diagnostics Clinical Laboratories, Inc. (f/k/a SmithKline Beecham Clinical Laboratories, Inc.) (DE)
			(33-l/3%)	Compunet Clinical Laboratories (OH)
			(44%)	Mid America Clinical Laboratories (IN)
			(51%)	Diagnostic Laboratory of Oklahoma LLC (OK)
	100%	Quest Diagnostics Incorporated (MD)
		100%	Diagnostic Reference Services Inc. (MD)
			100%	Pathology Building Partnership (MD) (gen. ptnrshp.)
	100%	Quest Diagnostics Incorporated (MI)
	100%	Quest Diagnostics Investments Incorporated (DE)
		100%	Quest Diagnostics Finance Incorporated (DE)
	100%	Quest Diagnostics LLC (IL)
	100%	Quest Diagnostics LLC (MA)
	100%	Quest Diagnostics LLC (CT)
100%	Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated) (CA)
	100%	Quest Diagnostics of Pennsylvania Inc. (DE)
		51%	Quest Diagnostics Venture LLC (PA)
		53.5%	Associated Clinical Laboratories (PA) (gen. ptnrshp.)
			100%	North Coast General Services, Inc. (PA)
	100%	Quest Diagnostics of Puerto Rico, Inc. (PR)
	100%	Quest Diagnostics Receivables Inc. (DE)
100 %	Quest Diagnostics Ventures LLC (DE)
100%	American Medical Laboratories, Incorporated (DE)
	100%	Quest Diagnostics Nichols Institute, Inc. (f/k/a Medical Laboratories Corporation) (VA)
	100%	Quest Diagnostics Incorporated (NV)
		100%	APL Properties Limited Liability Company (NV)
100%	DPD Holdings, Inc. (DE)
		100%	MetWest Inc. (DE)
			100%	Diagnostic Path Lab, Inc. (TX)
			100%	Quest Diagnostics Provider Network, LLC (CO)
			49%	Sonora Quest Laboratories LLC (AZ)
100%	Enterix Inc. (DE)
	100%	Enterix (Australia) Pty Limited (Australia)
		100%	Enterix Pty Limited (Australia)
	100%	Focus Diagnostics GmbH (Germany)
100%	Focus Technologies Holding Company (DE)
	100%	Focus Diagnostics, Inc. (DE)
100%	HemoCue, Inc. (CA)
100%	QDI Acquisition AB (Sweden)
	100%	POCT Holding AB (Sweden)
		100%	HemoCue Holding AB (Sweden)

C-1

			100%	HemoCue AB (Sweden)
				100%	HemoCue Oy (Finland)
		100%	HemoCue GmbH (Germany)
		99.7%	HemoCue AG (Switzerland) (remaining 0.3% held in trust for HemoCue Holding AB)
		100%	Biotest Medizintechnik GmbH (Germany)
		100%	HemoCue Diagnostics B.V. (The Netherlands)
		100%	HC Diagnostics, Limited (UK)
		100%	HemoCue South Africa (Pty) Limited (South Africa)
	100%	Lab Portal, Inc. (DE)
	100%	LabOne, Inc. (MO)
		100%	ExamOne World Wide, Inc. (PA)
			100%	ExamOne World Wide of NJ, Inc. (NJ)
		100%	LabOne, L.L.C. (KS)
		100%	Central Plains Holdings, Inc. (KS)
		100%	Lab One Canada, Inc. (Ontario)
			100%	ExamOne Canada, Inc. (Ontario)
				100%	Rapid-Med Plus Franchise Corporation (Ontario)
		100%	LabOne of Ohio, Inc. (DE)
		100%	Osborn Group Inc. (DE)
	100%	Lifepoint Medical Corporation (DE)
		100%	C&S Clinical Laboratory, Inc. (d/b/a Clinical Diagnostic Services) (NJ)
	100%	MedPlus, Inc. (OH)
		100%	Valcor Associates Inc. (PA)
	100%	Unilab Corporation (DE)
100%	Nichols Institute Diagnostics (CA)
		100%	Nichols Institute Diagnostics SARL “in liquidation” (France)
	100%	Nomad Massachusetts, Inc. (MA)
		100%	Laboratorio de Analisis Biomedicos, S.A. (Mexico)
	100%	OralDNA Labs, Inc. (DE)
	88%	Quest Diagnostics Mexico, S.A. de C.V. (Mexico)
		(12% owned by Nomad)
	100%	Quest Diagnostics do Brasil Ltda. (Brazil)
	100%	Quest Diagnostics India Private Limited (India)
	100%	Quest Diagnostics Ireland Limited (Ireland)
	100%	Quest Diagnostics Limited (UK)
		100%	The Pathology Partnership plc (UK)
19.9%	Clinical Genomics Pty Ltd. (Australia)
100%	AmeriPath Group Holdings, Inc. (DE)
	100%	AmeriPath Holdings, Inc. (DE)
		100%	AmeriPath Intermediate Holdings, Inc. (DE)
			100%	AmeriPath, Inc. (DE)
				100%	AmeriPath 5.01(a) Corporation (TX)

C-2

	100%	AmeriPath Cincinnati, Inc. (OH)
	100%	AmeriPath Cleveland, Inc. (OH)
100%	AmeriPath Consolidated Labs, Inc. (FL)
100%	AmeriPath Florida, LLC (DE)
100%	AmeriPath Hospital Services Florida, LLC (DE)
100%	AmeriPath Indemnity, Ltd. (Cayman Islands)
100%	AmeriPath Indiana, LLC (IN)
100%	AmeriPath, LLC (DE)
	100%	AmeriPath Texas, LP
100%	AmeriPath Kentucky, Inc. (KY)
100%	AmeriPath Lubbock 5.01(a) Corporation (TX)
100%	AmeriPath Lubbock Outpatient 5.01(a) Corporation (f/k/a Simpson Pathology 5.01(a) Corporation) (TX)
100%	AmeriPath Marketing USA, Inc (FL)
100%	AmeriPath Michigan, Inc. (MI)
100%	AmeriPath Mississippi, Inc. (MS)
100%	AmeriPath New York, LLC (DE)
100%	AmeriPath North Carolina, Inc. (NC)
100%	AmeriPath Ohio, Inc. (DE)
	100%	AmeriPath Youngstown Labs, Inc. (OH)
100%	AmeriPath PAT 5.01(a) Corporation (TX)
100%	AmeriPath Pennsylvania, LLC (PA)
100%	AmeriPath Philadelphia, Inc. (NJ)
100%	AmeriPath San Antonio 5.01(a) Corporation (TX)
100%	AmeriPath SC, Inc. (SC)
100%	AmeriPath Severance 5.01(a) Corporation (TX)
100%	AmeriPath Texarkana 5.01(a) Corporation (TX)
100%	AmeriPath Wisconsin, LLC (WI)
100%	AmeriPath Youngstown, Inc. (OH)
100%	Anatomic Pathology Services, Inc. (OK)
100%	API No. 2, LLC (DE)
100%	Arlington Pathology Association 5.01(a) Corporation (TX)
100%	Dermatopathology Services, Inc. (AL)
100%	DFW 5.01(a) Corporation (TX)
100%	Diagnostic Pathology Management Services, LLC (OK)
100%	Kailash B. Sharma, M.D., Inc. (GA)
100%	NAPA 5.01(a) Corporation (TX)
100%	Nuclear Medicine and Pathology Associates (GA)
100%	Ocmulgee Medical Pathology Association, Inc. (GA)
100%	O’Quinn Medical Pathology Association, LLC (GA)
100%	PCA of Denver, Inc. (TN)
100%	PCA of Nashville, Inc. (TN)
100%	Peter G. Klacsmann, M.D., Inc. (GA)
100%	Sharon G. Daspit, M.D., Inc. (GA)
100%	Shoals Pathology Associates, Inc. (AL)
100%	Specialty Laboratories, Inc. (CA)
100%	Strigen, Inc. (UT)
	100%	Arizona Pathology Group, Inc. (AZ)
	100%	Regional Pathology Consultants, LLC (UT)
	100%	Rocky Mountain Pathology, LLC (UT)
100%	TID Acquisition Corp. (DE)
100%	TXAR 5.01(a) Corporation (TX)

C-3

SCHEDULE D – LIST OF EXECUTIVE OFFICERS AND DIRECTORS SUBJECT TO LOCK-UP

Directors:

1. John C. Baldwin, M.D.

2. Jenne K. Britell, Ph.D.

3. William F. Buehler

4. Rosanne Haggerty

5. Surya N. Mohapatra, Ph.D.

6. Gary M. Pfeiffer

7. Daniel C. Stanzione, Ph.D.

8. Gail R. Wilensky, Ph.D.

9. John B. Ziegler, Ph.D.

Officers:

1. Robert A. Hagemann

2. Jon R. Cohen

3. Joan E. Miller

4. Michael E. Prevoznik

5. Wayne A. Simmons

D-1