8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 31, 2012

Quest Diagnostics Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation)

001-12215	16-1387862
(Commission File Number)	(I.R.S. Employer Identification No.)
Three Giralda Farms Madison, NJ	07940
(Address of principal executive offices)	(Zip Code)
(973) 520-2700
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Joan E. Miller, Senior Vice President, Pathology and Neurology, of Quest Diagnostics Incorporated (the “Company”) terminated employment on October 31, 2012 in connection with the Company's recently-announced management restructuring aimed at driving operational excellence and restoring growth. In connection with her termination of employment, Dr. Miller will be entitled to benefits under the Company's Executive Officer Severance Plan, in which she is a Schedule A participant. The Company's Executive Officer Severance Plan was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2012.

Dr. Miller agreed to provide consulting services to the Company for the six month period after her termination of employment. The Company will pay to Dr. Miller $209,496 for her services under the consulting agreement. The foregoing description of the consulting agreement is qualified in its entirety by reference to the full text of the consulting agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

d.	Exhibit	Description
	10.1	Consulting Agreement dated October 31, 2012 between Quest Diagnostics Incorporated and Joan E. Miller

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 5, 2012

QUEST DIAGNOSTICS INCORPORATED

By: /s/ William J. O'Shaughnessy, Jr.

William J. O'Shaughnessy, Jr.

Assistant General Counsel and

Secretary

EX-10.1

Exhibit 10.1

October 31, 2012

Ms. Joan Miller

9 White Cliff

Laguna Niguel, CA 92677

Joan,

This letter will formalize the arrangement between you and Quest Diagnostics Incorporated ("Company'') relative to services you will render to the Company. The purpose of our doing so is to properly reflect the terms of our arrangement. The terms of the agreement between you and the Company are as follows:

1.Services. You agree to provide consulting services to the Company as may be requested from time to time by the Company's Chief Executive officer or his designee. These services will be in addition to and will in no way diminish those consulting hours which you are already obligated to provide to the Company pursuant to Section 7(b) of the Executive Officer Severance Plan.

2.Compensation. The Company agrees to pay you a total amount of $209,496 on April 30, 2013.

3.Term. The term of this agreement shall commence on November l, 2012 and shall terminate on April 30,2013.

4.No Services to Competitors. During the term of this Agreement, and for a period of six (6) months following its termination for any reason, you will not provide services, directly or indirectly, in any capacity, whether as an employee, consultant, independent contractor, or otherwise, to any person or entity that provides products or services that compete with the business of the Company. If so requested in writing by you, the Company will advise you promptly in writing in advance (but in no case later than thirty (30) calendar days) as to whether, in the exercise of its reasonable discretion, the Company views any proposed activity contemplated by you as constituting a competing business.

5.Confidential Information. You acknowledge that the information, observations, and data obtained by you during the course of your performance under Agreement concerning the business and affairs of the Company and its affiliates are the property of the Company. Therefore, you agree that you will not disclose to any unauthorized person or use for you own account any of such information, observations, or data without express written consent, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of your acts or omissions to act. You also agree to deliver to the Company at the termination of this Agreement, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company and its affiliates which you may then possess or have under your control.

6.Entire Agreement/Modification. This Agreement contains the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the consulting services to be provided pursuant to this Agreement. It may be modified only by a writing, signed by both parties, indicating an intent to modify this agreement.

7.Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by you and the Company and their respective successors and assigns, provided that your rights and obligations under this Agreement shall not be assignable.

8.Waiver. No waiver of any breach or failure by either party to enforce any of the terms or conditions of this Agreement at any time will, in any manner, limit or waive such party's right thereafter to enforce and to compel strict compliance with every term and condition hereof.

9.Independent Contractor. You acknowledge and agree that you shall provide services under this Agreement as an independent contractor and not as an employee of the Company. As such, you are not eligible to participate in any employee

benefits provided by the Company to its employees, including pension and retirement savings benefits, health and welfare benefits, workers' compensation insurance, or other employee plans sponsored by the Company for any of its employees. You assume full responsibility and liability for the payment of any taxes due on money received by you under this Agreement. Finally, you will not represent yourself to be employed by the Company, nor represent that you are authorized to represent the Company or obligate the Company with respect to any matters not expressly provided in this Agreement.

Quest Diagnostics Incorporated		Joan Miller
By:	/s/ Michael E. Prevoznik	By:	/s/ Joan E. Miller
Date:	October 31, 2012	Date:	October 31, 2012