Form 8-K

8-K — QUEST DIAGNOSTICS INC

Accession: 0001104659-26-057938

Filed: 2026-05-08

Period: 2026-05-06

CIK: 0001022079

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2613096d2_8k.htm (Primary)

EX-4.2 — EXHIBIT 4.2 (tm2613096d2_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2613096d2_ex5-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613096d2_8k.htm · Sequence: 1

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0001022079

2026-05-06

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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):

May 6, 2026

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.)

500 Plaza Drive

Secaucus, NJ

07094

(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):

¨ Written communications

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

¨ Soliciting material

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

¨ Pre-commencement

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

¨ Pre-commencement communications

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

DGX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

On May 6, 2026, Quest Diagnostics Incorporated (the “Company”)

issued $500,000,000 aggregate principal amount of 5.000% senior notes due 2036 (the “Notes”).

The Company will pay interest on the Notes on June 30 and December

30 of each year, beginning on December 30, 2026.

The Notes will mature on June 30, 2036. The Notes will be the senior

unsecured obligations of the Company and will rank equally with the Company’s other existing and future senior unsecured obligations.

The Notes will not be entitled to the benefit of any sinking fund.

The Notes were issued pursuant to an indenture dated as of June 27,

2001 among the Company, the guarantors (as defined therein) and The Bank of New York Mellon, as trustee (the “Trustee”), as

supplemented from time to time, and as further supplemented by a twenty-fourth supplemental indenture dated as of May 6, 2026 between

the Company and the Trustee (collectively, the “Indenture”). The Indenture contains covenants that, among other things, will

limit the ability of (i) the Company and certain of its subsidiaries to create certain liens and enter into certain sale and leaseback

transactions and (ii) the Company to consolidate, merge or transfer all or substantially all of the Company’s assets on a consolidated

basis. The Indenture provides for customary events of default. Upon a change of control triggering event (as defined in the Indenture),

the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and

unpaid interest to the repurchase date.

The foregoing description of the Indenture does not purport to be complete

and is qualified in its entirety by reference to the text of the applicable agreements, each of which is included as an exhibit to this

Current Report on Form 8-K and incorporated by reference herein.

A copy of the opinion of Allen Overy Shearman Sterling US LLP, counsel

to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit

Description

4.1

Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors and the Trustee (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference)

4.2*

Twenty-Fourth Supplemental Indenture, dated as of May 6, 2026, between the Company and the Trustee

4.3*

Form of the Company’s 5.000% Senior Note due 2036 (incorporated by reference from Exhibit A to Exhibit 4.2 hereof)

5.1*

Opinion of Allen Overy Shearman Sterling US LLP, counsel to the Company

23.1*

Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1)

104*

The cover page from this current report on Form 8-K, formatted in Inline XBRL.

* Filed herewith.

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.

May 8, 2026

QUEST DIAGNOSTICS INCORPORATED

By:

/s/ Sean D. Mersten

Sean D. Mersten

Vice President and Corporate Secretary

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2613096d2_ex4-2.htm · Sequence: 2

Exhibit 4.2

QUEST DIAGNOSTICS INCORPORATED,

as Issuer

and

THE BANK OF NEW YORK MELLON,

as Trustee

Twenty-Fourth Supplemental Indenture

Dated as of May 6, 2026

TABLE

OF CONTENTS

Page

Article I. DEFINITIONS

SECTION 1.1.

Certain Terms Defined in the Indenture

SECTION 1.2.

Definitions

SECTION 1.3.

Other Definitions

Article II. FORM AND TERMS OF THE NOTES

SECTION 2.1.

Form and Dating

SECTION 2.2.

Terms of the Notes

SECTION 2.3.

Application of the Article of the Indenture Regarding Redemption of Securities

SECTION 2.4.

Application of the Article of the Indenture Relating to a Sinking Fund

SECTION 2.5.

Additional Events of Default

SECTION 2.6.

Application of the Article of the Indenture Regarding Defeasance and Covenant Defeasance

SECTION 2.7.

Application of the Article of the Indenture Regarding Repayment at the Option of Holders

SECTION 2.8.

Limitations on Subsidiary Indebtedness and Preferred Stock

SECTION 2.9.

Limitations on Liens

SECTION 2.10.

Repurchase of Notes Upon a Change of Control

SECTION 2.11.

Additional Guarantees

SECTION 2.12.

Exempted Liens and Sale and Leaseback Transactions

SECTION 2.13.

Optional Redemption

Article III. MISCELLANEOUS

SECTION 3.1.

Governing Law

SECTION 3.2.

Separability

SECTION 3.3.

Counterparts

SECTION 3.4.

Ratification

SECTION 3.5.

Waiver of Jury Trial

SECTION 3.6.

Force Majeure

SECTION 3.7.

Effectiveness

SECTION 3.8.

Submission to Jurisdiction

EXHIBIT A — Form of 5.000% Senior Note due 2036

A-1

TWENTY-FOURTH SUPPLEMENTAL INDENTURE

TWENTY-FOURTH SUPPLEMENTAL INDENTURE (this “Twenty-Fourth

Supplemental Indenture”), dated as of May 6, 2026, between QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Company”),

and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company, the Trustee and the Initial

Subsidiary Guarantors (as defined therein) executed and delivered an Indenture, dated as of June 27, 2001 (the “Base Indenture”),

as supplemented by the first supplemental indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors

(as defined therein) party thereto, and the Trustee (the “First Supplemental Indenture”), as further supplemented by a second

supplemental indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors (as defined therein) party thereto

and the Trustee (the “Second Supplemental Indenture”), as further supplemented by a third supplemental indenture, dated as

of April 4, 2002, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee (the

“Third Supplemental Indenture”), as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003,

among the Company, the Additional Subsidiary Guarantor (as defined therein) party thereto and the Trustee (the “Fourth Supplemental

Indenture”), as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among the Company, the

Additional Subsidiary Guarantor (as defined therein) party thereto and the Trustee (the “Fifth Supplemental Indenture”), as

further supplemented by a sixth supplemental indenture dated October 31, 2005, among the Company, the Subsidiary Guarantors (as defined

therein) party thereto (the “Sixth Supplemental Indenture”), as further supplemented by a seventh supplemental indenture dated

November 21, 2005, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee (the

“Seventh Supplemental Indenture”), as further supplemented by an eighth supplemental indenture dated July 31, 2006, among

the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee (the “Eighth Supplemental Indenture”),

as further supplemented by a ninth supplemental indenture, dated as of September 30, 2006, among the Company, the Additional Subsidiary

Guarantors (as defined therein) party thereto and the Trustee (the “Ninth Supplemental Indenture”), as further supplemented

by a tenth supplemental indenture, dated as of June 22, 2007, among the Company, the Subsidiary Guarantors (as defined therein) party

thereto and the Trustee (the “Tenth Supplemental Indenture”), as further supplemented by an eleventh supplemental indenture,

dated as of June 22, 2007, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee

(the “Eleventh Supplemental Indenture”), as further supplemented by a twelfth supplemental indenture, dated as of June 25,

2007, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee (the “Twelfth Supplemental

Indenture”), as further supplemented by a thirteenth supplemental indenture, dated as of November 17, 2009, among the Company,

the Subsidiary Guarantors (as defined therein) party thereto and the Trustee (the “Thirteenth Supplemental Indenture”), as

further supplemented by a fourteenth supplemental indenture, dated as of March 24, 2011, among the Company, the Subsidiary Guarantors

(as defined therein) party thereto and the Trustee (the “Fourteenth Supplemental Indenture”), as further supplemented by the

fifteenth supplemental indenture, dated as of November 30, 2011, among the Company, the Additional Subsidiary Guarantors (as defined

therein) and the Trustee (the “Fifteenth Supplemental Indenture”), as further supplemented by the sixteenth supplemental indenture,

dated as of March 17, 2014, between the Company and the Trustee (the “Sixteenth Supplemental Indenture”), as further

supplemented by the seventeenth supplemental indenture, dated as of March 10, 2015, between the Company and the Trustee (the “Seventeenth

Supplemental Indenture”), as further supplemented by the eighteenth supplemental indenture, dated as of May 26, 2016, between

the Company and the Trustee (the “Eighteenth Supplemental Indenture”), as further supplemented by the nineteenth supplemental

indenture, dated as of March 12, 2019, between the Company and the Trustee (the “Nineteenth Supplemental Indenture”),

as further supplemented by the twentieth supplemental indenture, dated as of December 16, 2019, between the Company and the Trustee

(the “Twentieth Supplemental Indenture”), as further supplemented by the twenty-first supplemental indenture, dated as of

May 13, 2020, between the Company and the Trustee (the “Twenty-First Supplemental Indenture”), as further supplemented

by the twenty-second supplemental indenture, dated as of November 1, 2023, between the Company and the Trustee (the “Twenty-Second

Supplemental Indenture”), as further supplemented by the twenty-third supplemental indenture, dated as of August 19, 2024,

between the Company and the Trustee (the “Twenty-Third Supplemental Indenture”) and as to be further supplemented by this

Twenty-Fourth Supplemental Indenture (collectively, the “Indenture”), to provide for the issuance by the Company from time

to time of Securities to be issued in one or more series as provided in the Indenture;

WHEREAS, the issuance

and sale of $500,000,000 aggregate principal amount of a new series of the Company’s 5.000% Senior Notes due 2036 (the “Notes”)

pursuant to this Twenty-Fourth Supplemental Indenture have been authorized by resolutions adopted by the Board of Directors of the Company;

WHEREAS, the Company desires to issue and sell $500,000,000

aggregate principal amount of the Notes pursuant to this Twenty-Fourth Supplemental Indenture on the date hereof;

WHEREAS, Sections 901(7) and 901(9) of

the Indenture provide that without the consent of the Holders of the Securities of any series issued under the Indenture, the Company,

when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture to (a) establish

the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions

and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company) and (b) cure

any ambiguity, to correct or supplement any provision therein which may be inconsistent with any other provision therein, or make any

other provisions with respect to matters or questions arising under the Base Indenture;

WHEREAS, the Company desires to establish the form

and terms of the Notes;

WHEREAS, all things necessary to make this Twenty-Fourth

Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done;

NOW, THEREFORE, for and in consideration of the premises

stated herein and the purchase of the Notes by the Holders thereof, the parties hereto hereby enter into this Twenty-Fourth Supplemental

Indenture, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1         Certain

Terms Defined in the Indenture.

All capitalized terms used but not defined herein

shall have the meanings ascribed to such terms in the Indenture, as amended through the date hereof, other than such terms as are defined

in the Second Supplemental Indenture.

SECTION 1.2         Definitions.

Except as may be provided in a Future Supplemental

Indenture, for the benefit of the Holders of the Notes, Section 101 of the Indenture shall be amended by adding the following new

definitions or, to the extent already defined in the Indenture, replacing existing definitions with the following:

“Change of Control” means the occurrence

of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the

result of which is that any “person” (as that term is used in Section 13(d) (3) of the Exchange Act) (other

than the Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange

Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of

the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct

or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related

transactions, of all or substantially all of the assets of the Company and the assets of its subsidiaries, taken as a whole, to one or

more “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of

its subsidiaries); or (3) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing

Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes

a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of

such holding company immediately following that transaction are substantially the same as the holders of the Voting

Stock of the Company immediately prior to that transaction or (B) immediately following that transaction no person (other than a

holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the

Voting Stock of such holding company.

“Change of

Control Triggering Event” means the occurrence of both a Change of Control and a Rating event.

“Continuing

Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was

a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to

such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the

time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of the Company in which

such member was named as a nominee for election as a director, without objection to such nomination).

“Fitch”

means Fitch Ratings, Inc.

“Global Notes” means, individually

and collectively, each of the Global Notes, substantially in the form of Exhibit A.

“Global Notes Legend” means the legend

set forth in Section 204 to be placed on all Global Notes issued under this Indenture.

“Investment

Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB– (or the equivalent)

by S&P and BBB– (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any additional rating agency

or Rating Agencies selected by the Company.

“Moody’s”

means Moody’s Investors Service, Inc.

“Rating Agencies”

means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate

the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a “nationally

recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company

(as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them,

as the case may be.

“Rating event”

means the rating on the Notes is lowered by at least two of the Rating Agencies and the Notes are rated below an Investment Grade

Rating by at least two of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the

rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier

of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the intention

of the Company to effect a Change of Control; provided, however, that a Rating event otherwise arising by virtue of a particular

reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating

event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which

this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request or the request

of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result

of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the

Rating event).

“S&P”

means S&P Global Ratings, a division of S&P Global Inc.

“Subsidiary Guarantor” means, at any

time, each existing and future domestic Subsidiary of the Company that may guarantee the Notes; provided that such Subsidiary continues

to guarantee the Notes at such time.

“Treasury Rate” means, with respect

to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company

after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors

of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent

day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal

Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)

under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption

or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for

the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining

Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –

one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury

constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line

basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no

such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity

on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15

shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity

from the Redemption Date.

If on the third business day preceding the Redemption

Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual

equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United

States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States

Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally

distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call

Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two

or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria

of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury

security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities

at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield

to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as

a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal

places.

“Voting Stock” means, with respect

to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital

stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

SECTION 1.3         Other

Definitions.

Term

Defined

in Section

“Additional

Notes”

2.2(a)

“Change

of Control Offer”

2.10

“Change

of Control Payment”

2.10

“Change

of Control Payment Date”

2.10

“Depository”

2.1(a)

“Par

Call Date”

2.13

ARTICLE II

FORM AND

TERMS OF THE NOTES

SECTION 2.1         Form and

Dating.

The Notes and the Trustee’s certificate of

authentication shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of

the Company by its Chief Executive Officer, the Chief Financial Officer, the Controller or the Treasurer and the Secretary. Notwithstanding

Section 303 of the Base Indenture, no corporate seal shall be reproduced on the Notes. The Notes may have notations, legends or

endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes

and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and notations contained in the Notes shall

constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery

of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

(a)            Global

Notes. The Global Notes designated herein shall be issued initially in the form of one or more fully registered global notes, which shall

be deposited on behalf of the purchasers of the Notes represented thereby with the Depository Trust Company, New York, New York (the

“Depository”) and registered in the name of Cede & Co., the Depository’s nominee, duly executed by the Company

and authenticated by the Trustee. The aggregate principal amount of outstanding Notes may from time to time be increased or decreased

by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

The Global Notes may not be transferred

except by the Depository, in whole and not in part, to another nominee of the Depository or to a successor of the Depository or its nominee.

If at any time the Depository for the Notes notifies the Company that the Depository is unwilling, unable or ineligible to continue as

depository for the Global Notes and a successor depository for the Global Notes is not appointed by the Company within 90 days after

delivery of such notice, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order, for authentication,

authenticate and deliver, Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange

for such Global Note.

(b)            Book-Entry

Provisions. This Section 2.1(b) shall apply only to the Global Notes deposited with or on behalf of the Depository.

The Company shall execute and the Trustee

shall, in accordance with this Section 2.1(b), authenticate and deliver the Global Notes that shall be registered in the name of

the Depository or the nominee of the Depository and shall be delivered by the Trustee to the Depository or pursuant to the Depository’s

instructions.

Depository Participants shall have no

rights either under this Indenture or with respect to any Global Notes held on their behalf by the Depository or under such Global Notes.

The Depository shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such

Global Note for all purposes under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee

from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository

and the Depository Participants, the operation of customary practices of such Depository governing the exercise of the rights of an owner

of a beneficial interest in the Global Notes.

Notes. Notes issued in certificated form shall be substantially in the form of Exhibit A, attached hereto, but without including

the text referred to therein as applying only to Global Notes. Except as provided above in subsection (a), owners of beneficial

interests in the Global Notes will not be entitled to receive physical delivery of certificated Notes.

(d)            Transfer

and Exchange of the Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository,

in accordance with this Indenture and the procedures of the Depository therefor. Beneficial interests in the Global Notes may be transferred

to Persons who take delivery thereof in the form of a beneficial interest in the Global Notes.

(e)            Paying

Agent. The Company appoints The Bank of New York Mellon as agent of the Company for the payment of the principal of (and premium, if

any) and interest on the Notes, and where the Notes may be presented for payment; and that the Corporate Trust Office of The Bank of

New York Mellon in the Borough of Manhattan, the City of New York, be and hereby is, designated as the office or agency in the Borough

of Manhattan where the Notes, in the case of certificated notes, may be presented for payment and where notices to or demands upon the

Company in respect of the Notes and the Indenture pursuant to which the Notes are to be issued may be served.

SECTION 2.2         Terms

of the Notes.

The following terms relating to the Notes are hereby

established:

(a)            The

Notes shall constitute a series of Securities having the title “Senior Notes due 2036.”

(b)            The

aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated

and delivered upon registration of, transfer of or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306,

906 or 1107 of the Indenture) shall be $500,000,000. The Company may from time to time, without the consent of the Holders of the Notes,

issue additional Notes (“Additional Notes”) having the same ranking and the same interest rate, Stated Maturity and other

terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references

to the Notes shall include the Additional Notes unless the context otherwise requires.

entire outstanding principal of the Notes shall be payable on June 30, 2036.

(d)            The

rate at which the Notes shall bear interest shall be 5.000% per annum, and the date from which interest shall accrue on the Notes shall

be May 6, 2026, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates

for the Notes shall be June 30 and December 30 of each year, beginning December 30, 2026; the interest so payable, and

punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose

names the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest,

which shall be June 15 or December 15, as the case may be, next preceding such Interest Payment Date. Interest on the Notes

will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not punctually paid or duly provided for shall

forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in

whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on a Special Record Date for the

payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days

prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities

exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said

Indenture. Payment of principal and interest on the Notes will be made by the Trustee or at such other office or agency of the Company

as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender

for payment of public and private debts; provided, however, that each installment of interest and principal on the Notes

may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in

the United States.

(e)            The

Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), and the Depository for such Global

Notes shall be The Depository Trust Company, New York, New York.

(f)            The

references to “30 days” in the first sentence of Section 1104 shall be replaced with “10 days.”

SECTION 2.3         Application

of the Article of the Indenture Regarding Redemption of Securities.

Except as may be provided in a Future Supplemental

Indenture, the provisions of Article Eleven of the Indenture, as amended (including as amended hereby), shall apply to the Notes.

SECTION 2.4         Application

of the Article of the Indenture Relating to a Sinking Fund.

Except as may be provided in a Future Supplemental

Indenture, the Notes shall not be entitled to the benefit of any sinking fund, and the provisions of the Indenture relating to a sinking

fund, including Article Twelve and Subsection (3) of Section 501 of the Indenture, shall not apply to the Notes.

SECTION 2.5         Additional

Events of Default.

Except as may be provided by a Future Supplemental

Indenture, for the benefit of the Holders of the Notes, Section 501(7)(A) of the Indenture shall be amended by deleting the

words “$100 million” in the second line thereof and, in their place, adding the words “$200 million”; and

Section 501(7)(B) of the Indenture shall be amended by deleting the words “$100 million” in the sixth line

thereof and, in their place, adding the words “$200 million.”

SECTION 2.6         Application

of the Article of the Indenture Regarding Defeasance and Covenant Defeasance.

Except as may be provided by a Future Supplemental

Indenture, the provisions of Article Fourteen of the Indenture, including the provisions relating to defeasance and covenant defeasance

of the Securities under Sections 1402 and 1403, respectively, of the Indenture shall apply to the Notes.

SECTION 2.7         Application

of the Article of the Indenture Regarding Repayment at the Option of Holders.

Except as may be provided by a Future Supplemental

Indenture, the provisions of Article Thirteen of the Indenture shall not apply to the Notes.

SECTION 2.8         Limitations

on Subsidiary Indebtedness and Preferred Stock.

Except as may be provided by a Future Supplemental

Indenture, for the sole benefit of the Holders of the Notes, Section 1011 of the Indenture shall be deleted in its entirety.

SECTION 2.9         Limitations

on Liens.

Except as may be provided by a Future Supplemental

Indenture, for the sole benefit of the Holders of the Notes, Section 1008(a) of the Indenture shall be amended by deleting

the words “First Supplemental Indenture” in the first and second line thereof and, in their place, adding the words “Twenty-Fourth

Supplemental Indenture.”

SECTION 2.10       Repurchase

of Notes Upon a Change of Control.

Except as may be provided by a Future Supplemental

Indenture, for the benefit of the Holders of the Notes, a new Section 315 shall be added to the Indenture as follows:

Section 315            Repurchase

of Notes Upon a Change of Control.

(a)            If

a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes as described in Section 1108,

the Company shall make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)

of the Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In

the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased,

plus accrued and unpaid interest, if any, on the Notes repurchased to the repurchase date (the “Change of Control Payment”).

Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control,

but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail

a notice to Holders of Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and

offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than

60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior

to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering

Event occurring on or prior to the Change of Control Payment Date.

(b)            The

Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder

to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control

Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control provisions

of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its

obligations under the Change of Control provisions of the Notes by virtue of any such conflict.

the Change of Control Payment Date, the Company shall, to the extent lawful:

(1)            accept

for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2)            deposit

with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;

and

(3)            deliver

or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate

principal amount of Notes or portions of Notes being purchased.

(d)           The

Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third

party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company

and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase

any Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under this Indenture, other

than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

SECTION 2.11       Additional

Guarantees and Release of Guarantees.

Except as may be provided by a Future Supplemental

Indenture, for the sole benefit of the Holders of the Notes, Section 1604 and Section 1605 of the Indenture shall be amended

by deleting each in its entirety and, in their place, adding the following:

SECTION 1604 Additional Guarantees.

If any

future domestic Subsidiary of the Company or any Subsidiary Guarantor which has been released and discharged from its obligations under

its Subsidiary Guarantee of the Notes pursuant to Section 1605 guarantees any of the following series of Securities of the Company

pursuant to a requirement to guarantee such Securities under the Indenture: 3.45% senior notes due 2026, 4.20% senior notes due 2029,

6.95% senior notes due 2037, 5.75% senior notes due 2040 or 4.70% senior notes due 2045 (collectively, the “Existing Debt

Securities”), then the Company will cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant

to which it will become a Subsidiary Guarantor under the Twenty-Fourth Supplemental Indenture in a substantially consistent manner for

so long as such Subsidiary guarantees such Existing Debt Securities; provided that the requirements of this Section 1604

shall cease to be of further force and effect and shall no longer apply from and after the earlier of the date that (x) none of

the Existing Debt Securities remains outstanding or (y) this Section 1604 ceases to be effective, whether by amendment, termination

or otherwise.

SECTION 1605 Release of Guarantees.

The Subsidiary Guarantees of the Subsidiary

Guarantors with respect to the Notes will remain in effect with respect to each Subsidiary Guarantor until the entire amount of principal

of, premium, and interest on the Notes shall have been paid in full or otherwise discharged in accordance with the provisions of the

Indenture; provided, however, that if

(a) all outstanding Indebtedness of such Subsidiary Guarantor

would have been permitted to be incurred pursuant to Section 1011 measured at the time of the release and discharge as described

in this Section 1605,

(b) the Notes are defeased and discharged pursuant to

Article Fourteen hereof,

Guarantor or all of the capital stock of such Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise)

by the Company or any of its Subsidiaries, or

(d) the Subsidiary Guarantees of the Securities referred

to in Section 1604 have been released,

then in each case of (a), (b), (c), or (d) above, such

Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all

of the assets or capital stock of such Subsidiary Guarantor) shall be released and discharged from its obligations under its Subsidiary

Guarantee of the Notes.

SECTION 2.12       Exempted

Liens and Sale and Leaseback Transactions.

Except as may be provided by a Future Supplemental

Indenture, for the sole benefit of the Holders of the Notes, Section 1010 of the Indenture shall be amended by deleting “5%

of Consolidated Total Assets” and, in its place, adding “the greater of 10% of Consolidated Total Assets and $1.0 billion”.

SECTION 2.13       Optional

Redemption.

Except as may be provided by a Future Supplemental

Indenture, for the sole benefit of the Holders of the Notes, Section 1108 of the Indenture shall be amended by deleting it in its

entirety and, in its place, adding the following:

SECTION 1108 Optional Redemption.

Prior to March 30, 2036 (three months prior

to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any

time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places)

equal to the greater of:

(1) (a) the sum of the present values

of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on

the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis

points less (b) interest accrued to the Redemption Date, and

(2) 100% of the principal amount of the Notes

to be redeemed,

plus, in either case, accrued and unpaid interest

thereon to the Redemption Date.

On or after the Par Call Date, the Company may redeem

the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the

Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

The Company’s actions and determinations in

determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically

delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days

before the Redemption Date to each Holder of Notes to be redeemed.

Notwithstanding anything to the contrary in the

Base Indenture, any notice of any redemption of the Notes may, at the Company’s discretion, be given subject to one or more conditions

precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering,

an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Company or another

entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition,

and such notice may be rescinded or delayed in the event that any or all such conditions shall not have been satisfied or otherwise waived

by the relevant Redemption Date. Unless otherwise impracticable, the Company shall provide notice to the Trustee prior to the close of

business two Business Days prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee

shall provide such notice to each Holder in the same manner in which the notice of redemption was given. Upon the rescission of such

notice of redemption, the rescinded notice of redemption shall have no force or effect.

In the case of a partial redemption, selection of

the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate

and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the

notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in

a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for

cancellation of the original Note. For so long as the Notes are held by the Depository (or another depositary), the redemption of the

Notes shall be done in accordance with the policies and procedures of the depositary, which may be made on a pro rata pass-through distribution

of principal basis.

Unless the Company defaults in payment of the Redemption

Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.

ARTICLE III

MISCELLANEOUS

SECTION 3.1         Governing

Law.

This Twenty-Fourth Supplemental Indenture and the

Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts

of laws. This Twenty-Fourth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part

of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 3.2         Separability.

In case any provision in this Twenty-Fourth Supplemental

Indenture or in any Securities, including the Notes, shall be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.3         Counterparts.

This Twenty-Fourth Supplemental Indenture may be

executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall

together constitute but one and the same Supplemental Indenture. The words “execution,” “signed,” “signature,”

and words of like import in this Twenty-Fourth Supplemental Indenture or in any other certificate, agreement or document related to this

Twenty-Fourth Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic

format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including,

without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation,

any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal

effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent

permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic

Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic

Transactions Act or the Uniform Commercial Code.

SECTION 3.4         Ratification.

The Base Indenture, as supplemented and amended

by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,

the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture,

the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth Supplemental Indenture,

the Thirteenth Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth Supplemental Indenture, the Sixteenth Supplemental

Indenture, the Seventeenth Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the

Twentieth Supplemental Indenture, the Twenty-First Supplemental Indenture, the Twenty-Second Supplemental Indenture, the Twenty-Third

Supplemental Indenture, and this Twenty-Fourth Supplemental Indenture is in all respects ratified and confirmed. The Base Indenture,

the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,

the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture,

the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth Supplemental Indenture,

the Thirteenth Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth Supplemental Indenture, the Sixteenth Supplemental

Indenture, the Seventeenth Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the

Twentieth Supplemental Indenture, the Twenty-First Supplemental Indenture, the Twenty-Second Supplemental Indenture, the Twenty-Third

Supplemental Indenture and this Twenty-Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

All provisions included in this Twenty-Fourth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture

unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Twenty-Fourth Supplemental

Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Twenty-Fourth Supplemental

Indenture.

SECTION 3.5         Waiver

of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF

OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 3.6         Force

Majeure.

In no event shall the Trustee be responsible or

liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,

forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military

disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities,

communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which

are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 3.7         Effectiveness.

The provisions of this Twenty-Fourth Supplemental

Indenture shall become effective as of the date hereof.

SECTION 3.8         Submission

to Jurisdiction.

Each party to this Twenty-Fourth Supplemental Indenture

hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York

or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising

out of or relating to the Indenture and the Notes, and irrevocably accepts for itself and in respect of its property, generally and unconditionally,

jurisdiction of the aforesaid courts.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused

this Twenty-Fourth Supplemental Indenture to be duly executed as of the date first above written.

QUEST DIAGNOSTICS INCORPORATED

By:

/s/ Sandip Patel

Name:

Sandip Patel

Title:

Vice President and Treasurer

[Signature Page to Twenty-Fourth Supplemental

Indenture]

THE BANK OF NEW YORK MELLON,

as Trustee

By:

/s/ Melissa Matthews

Name: Melissa Matthews

Title: Vice President

[Signature Page to Twenty-Fourth Supplemental

Indenture]

EXHIBIT A

Form of 5.000% Senior Note due 2036

[The following legends apply only if the Note

is a Global Note:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF

THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED

IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN

THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED

IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

QUEST DIAGNOSTICS INCORPORATED

5.000%

Senior Note due 2036

No. 0 (Specimen)         $[_________]

CUSIP: 74834L BH2

Quest Diagnostics Incorporated, a Delaware corporation

(herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for

value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[_________] on June 30,

2036 (the “Stated Maturity”) (except to the extent redeemed or repaid prior to the Stated Maturity) and to pay interest thereon

from May 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually

at the rate of 5.000% per annum, on June 30 and December 30, commencing with December 30, 2026, on the Stated Maturity

and on any Redemption Date (each such date, an “Interest Payment Date”) until the principal hereof is paid or made available

for payment. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

Payment of Interest.

The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture,

be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered

at the close of business on June 15 or December 15 (whether or not a Business Day, as defined in the Indenture), as the case

may be, next preceding such Interest Payment Date (the “Regular Record Date”). Any such interest not punctually paid or duly

provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such

Defaulted Interest, may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close

of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by

the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid

at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed,

and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Place of Payment.

Payment of interest on this Note will be made by the Trustee or at such other office or agency of the Company as may be designated for

such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public

and private debts; provided, however, that each installment of interest and payment of principal on this Note may at the

Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United

States. Payment of the principal of this Note on the Stated Maturity will be made against presentation of this Note at the office or

agency of the Company, in the case of certificated notes, maintained for that purpose in the Borough of Manhattan, The City of New York,

in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private

debts.

Time of Payment.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity shall not be a Business Day at any Place of Payment,

then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if any, need not be made

at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force

and effect as if made on the Interest Payment Date, Redemption Date, or at Stated Maturity; provided that no interest shall accrue

on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, or Stated Maturity,

as the case may be.

Legends.

The statements set forth in the restrictive legends above are an integral part of the terms of this Note and by acceptance hereof each

Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

General.

This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to

be issued in one or more series under an indenture, dated as of June 27, 2001 (the “Base Indenture”), between the Company

and The Bank of New York Mellon, Trustee (herein called the “Trustee,” which term includes any successor trustee under the

Indenture with respect to a series of which this Note is a part), to which Base Indenture and all indentures supplemental thereto, including

the supplemental indenture dated May 6, 2026 (the “Supplemental Indenture”) (the Base Indenture, as so supplemented,

the “Indenture”), reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities

thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to

be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “5.000% Senior Notes

due 2036” (collectively, the “Notes”), initially limited in aggregate principal amount to $500,000,000.

Further Issuance.

The Company may from time to time, without the consent of the Holders of Notes of this series, issue additional Notes (the “Additional

Notes”) of this series having the same ranking and the same interest rate, maturity and other terms as the Notes of this series.

Any Additional Notes of this series and the Notes of this series will constitute a single series under the Indenture and all references

to the Notes of this series shall include the Additional Notes unless the context otherwise requires.

Book-Entry.

This Note is a Global Note representing $[_________] of the Notes. This Note is a “book entry” Note and is being registered

in the name of Cede & Co. as nominee of The Depository Trust Company (the “Depository”), a clearing agency. Subject

to the terms of the Indenture, this Note will be held by a clearing agency or its nominee, and beneficial interest will be held by beneficial

owners through the book-entry facilities of such clearing agency or its nominee in minimum denominations of $2,000 and integral multiples

of $1,000 in excess thereof. As long as this Note is registered in the name of the Depository or its nominee, the Paying Agent will make

payments of principal and interest on this Note by wire transfer of immediately available funds to the Depository or its nominee.

Events of Default.

If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes of this series may

be declared due and payable in the manner and with the effect provided in the Indenture.

Optional Redemption.

The Notes of this series are not subject to any sinking fund.

Prior to March 30, 2036 (three months prior

to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any

time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places)

equal to the greater of:

(1) (a) the sum of the present values

of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on

the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined

in the Indenture) plus 15 basis points less (b) interest accrued to the Redemption Date, and

(2) 100% of the principal amount of the Notes

to be redeemed,

plus, in either case, accrued and unpaid interest

thereon to the Redemption Date.

On or after the Par Call Date, the Company may redeem

the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the

Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

The Company’s actions and determinations in

determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically

delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days

before the Redemption Date to each Holder of the Notes to be redeemed.