QUEST DIAGNOSTICS INCORPORATED (a Delaware corporation) Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2011 • Quest Diagnostics Inc • Services-medical laboratories • New York
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.”
