EX-4 3 ex4-5.txt EXHIBIT 4.5 Exhibit 4.5 QUEST DIAGNOSTICS INCORPORATED APPOINTMENT OF SUCCESSOR RIGHTS AGENT Pursuant to resolutions duly adopted by the Board of Directors of Quest Diagnostics Incorporated (the "Corporation") hereby appoints National City Bank as successor Rights Agent under the Corporation's Rights Agreement dated as of December 31, 1996, as amended on July 1, 1999, December 31, 1999, and October 18, 2000. Henceforth, all references to the Rights Agent, whether in the Rights Agreement or in a Rights Legend appearing on the Corporation's stock certificate, shall mean National City Bank, and the address for National City Bank shall be: Mr. Matthew Hostelley National City Bank Corporate Trust Administration 1900 East Ninth Street Cleveland, OH 44114 National City Bank hereby accepts appointment as successor Rights Agent. Dated as of the 24th day of November, 2003. QUEST DIAGNOSTICS INCORPORATED By /s/ Leo C. Farrenkopf, Jr. -------------------------- Leo C. Farrenkopf, Jr. Its Vice President and Secretary NATIONAL CITY BANK By /s/ Matthew Hostelly -------------------- Its Vice President