AGILENT TECHNOLOGIES INC
EXHIBIT 10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>4
<FILENAME>f86150exv10w10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
<PAGE>
                                                                   Exhibit 10.10

                           AGILENT TECHNOLOGIES, INC.
                           DEFERRED COMPENSATION PLAN

                   (AMENDED AND RESTATED AS OF MARCH 19, 2002)


SECTION 1.   ESTABLISHMENT AND PURPOSE OF PLAN.

         The Agilent Technologies, Inc. Deferred Compensation Plan was adopted
and established effective November 1, 1999 and has been amended from time to
time. The Plan provides deferred compensation for a select group of management
or highly compensated employees as established in Title I of ERISA. Effective
March 19, 2002, the Plan is hereby amended and restated.

         The Plan is intended to be an unfunded and unsecured deferred
compensation arrangement between the Participant and Agilent, in which the
Participant agrees to give up a portion of the Participant's current
compensation in exchange for Agilent's unfunded and unsecured promise to make a
payment at a future date, as specified in Section 6. Agilent retains the right,
as provided in Section 14, to amend or terminate the Plan at any time. Certain
capitalized words used in the text of the Plan are defined in Section 22 in
alphabetical order.

SECTION 2.  PARTICIPATION IN THE PLAN.

         All Eligible Employees on the U.S. payroll of Agilent are eligible to
defer Base Pay or Bonus under the Plan if they have Base Pay, at the time of
election as specified in Section 3.1.1, in excess of the Base Pay Threshold.

SECTION 3. TIMING AND AMOUNTS OF DEFERRED COMPENSATION.

         Eligible Employees shall make elections to participate in the Plan, as
follows:

         3.1      Base Pay Deferrals

         3.1.1 Timing of Base Pay Deferral. With respect to a deferral of Base
         Pay, an election to participate must be made on or before December 15,
         or such earlier date established by the Committee, of the calendar year
         preceding the calendar year with respect to which an election to defer
         Base Pay is made, in accordance with procedures established by the
         Committee. Notwithstanding the foregoing, a newly hired Eligible
         Employee may make an initial deferral election by the date the
         Committee specifies after the individual receives enrollment materials.
         Currently, the Committee has specified that for a newly hired Eligible
         Employee an initial deferral election must be made within 30 days of
         becoming an Eligible Employee.

         3.1.2 Amount of Base Pay Deferral. The amount that will be deferred
         from Base Pay for an Eligible Employee is determined as follows:

Adopted March 19, 2002
<PAGE>

              3.1.2.1 The Eligible Employee will elect an annual whole dollar
                      amount to be deferred from Base Pay. The minimum annual
                      whole dollar amount of Base Pay that may be deferred is
                      $6,000 per calendar year. The maximum annual whole dollar
                      amount of Base Pay that may be deferred each calendar year
                      is equal to the amount that Base Pay exceeds the Base Pay
                      Threshold.

              3.1.2.2 The annual whole dollar amount of Base Pay will be divided
                      equally into the number of pay periods falling within the
                      calendar year to which the election pertains (the "Pay
                      Period Deferral Amount").

              3.1.2.3 The Pay Period Deferral Amount or parts thereof will be
                      deferred to the extent that a Participant has cash
                      compensation sufficient to cover the Pay Period Deferral
                      Amount or parts thereof.

         3.1.3    Suspension and Reinstatement of Deferral. In situations where
                  a Participant's participation in the plan is suspended as
                  described in Section 3.4, all deferrals cease. If the
                  Participant is reinstated into the Plan during the same
                  calendar year as the suspension, the per pay period Deferred
                  Amount will be reinstated and deferred for the pay periods
                  remaining in the calendar year.

         3.2      Bonus Deferrals.

         3.2.1    Timing of Bonus Deferral. Participants must make an election
                  to defer a Bonus on or before December 15, or such earlier
                  date established by the Committee, of the calendar year ending
                  within the fiscal year to which the Bonus pertains, in
                  accordance with any procedures established by the Committee.
                  Notwithstanding the foregoing, an election to defer a Bonus
                  payable for a period after the fiscal year begins may be
                  amended or revoked at any time prior to the commencement of
                  the period to which the Bonus relates, in accordance with any
                  procedures established by the Committee. Notwithstanding the
                  foregoing, a newly hired Eligible Employee may make an initial
                  bonus deferral election by the date the Committee specifies
                  after the individual receives enrollment materials. Currently,
                  the Committee has specified that for a newly hired Eligible
                  Employee an initial deferral election must be made within 30
                  days of becoming an Eligible Employee.

         3.2.2    Amount of Bonus Deferral. An Eligible Employee may defer any
                  portion, up to 100%, of any Bonus to which he or she may
                  become entitled, so long as the deferral amount is expressed
                  in terms of a whole percentage point. Once an election is made
                  by an Eligible Employee to defer any portion or all of a
                  Bonus, the appropriate dollar amount will be withheld from the
                  Bonus when this amount would have otherwise been paid.

         3.3 Effect of Taxes on Maximum Deferrals. Notwithstanding any provision
herein to the contrary, Agilent may withhold Taxes from any cash payment made
under the Plan or Bonus plan or arrangement, owing as a result of any deferral
or payment hereunder, as Agilent deems appropriate in its sole discretion. If,
with respect to the pay period within which a deferral,

Adopted March 19, 2002
<PAGE>
payment or Bonus is made under the Plan or Bonus plan or arrangement, the
Participant receives insufficient actual cash compensation to cover such Taxes,
then Agilent may withhold any remaining Taxes owing from the Participant's
subsequent cash compensation received, until such Tax obligation is satisfied,
or otherwise make appropriate arrangements with the Participant for satisfaction
of such obligation.

         3.4 Suspension. A Participant's participation in the Plan shall be
suspended for any period during which he or she:

             (i) Is on a formal leave of absence without pay authorized by
Agilent;


             (ii) Is on military leave, in accordance with Agilent's policy with
respect to such leaves; or

             (iii) Ceases to qualify as an Eligible Employee but remains an
Employee. However, during any such suspension period, the Participant's Accounts
shall continue to share in the Plan, and such Participant may continue to make
investment directions pursuant to Section 5 hereof.

         3.5 End of Suspension. When a Participant returns from a suspension
period during a calendar year in which an election for that Participant exists,
the Pay Period Deferral Amount for any remaining pay periods will be deferred.
Any amounts that would have been deferred during the suspension period if such
suspension had not occurred will no longer be considered part of the election
for Deferral Amounts.

         3.6 Committee Discretion. Notwithstanding anything in this Section 3 to
the contrary, the Committee shall have the discretion to modify the availability
and timing of a valid deferral election under this Section 3, in any manner it
deems appropriate; provided, however, that any alteration with respect to a
Covered Officer must be consistent with the requirements for deductibility of
compensation under section 162(m) of the Code.

SECTION 4.  DEFERRAL ACCOUNTS.

         4.1 Crediting in General. Amounts deferred pursuant to Section 3 shall
be credited to a Deferral Account in the name of the Participant. Deferred
Amounts arising from deferrals of Base Pay shall be credited to a Deferral
Account at least quarterly. Deferrals resulting from amounts credited to a
Participant's Deferral Account from the deferral of Bonuses shall be credited to
a Deferral Account as soon as practicable after the amount of the Bonus that
would otherwise have been paid. The Participant's rights in the Deferral Account
shall be no greater than the rights of any other unsecured general creditor of
Agilent. Deferred Amounts and Earnings thereon invested hereunder shall for all
purposes be part of the general funds of Agilent. Any payout to a Participant of
amounts credited to a Participant's Deferral Account is not due, nor are such
amounts ascertainable, until the Payout Commencement Date.

         4.2 Hewlett-Packard Company Officers Early Retirement Plan Deferrals. A
separate Deferral Account may be created or credited pursuant to the termination
of the Hewlett-Packard Company Officers Early Retirement (OER) Plan, as restated
effective October 31, 1999. Except as otherwise provided in this Section 4.2, an
OER Deferral shall be forfeited in full, if the Termination Date of a Rollover
Participant for whom the OER Deferral was created or credited occurs prior to
April 1, 2001. There will be no new deferrals into the OER Deferral Account.


Adopted March 19, 2002
<PAGE>
Notwithstanding the foregoing, the OER Deferral of a Rollover Participant shall
not be forfeited due to his or her Termination Date occurring prior to April 1,
2001, if the Rollover Participant has attained the age of 58 on or before March
31, 1999. This section is subject to the rules set forth in Section 6, Payout to
the Participants, and Section 14, Amendment and Termination of the Plan.

         SECTION 5.  EARNINGS ON THE DEFERRAL ACCOUNT.

         5.1 Crediting in General. Amounts in a Participant's Deferral Account
will be credited at least quarterly with Earnings until such amounts are paid
out to the Participant under this Plan as set forth in Section 6. All Earnings
attributable to the Deferral Account shall be added to the liability of and
retained therein by Agilent. Any such addition to the liability shall be
appropriately reflected on the books and records of Agilent and identified as an
addition to the total sum owing the Participant. The Deferral Account of a
Rollover Participant shall be credited with Earnings at the same time and
accounted for in the same manner as the Deferral Account of a Participant
(regardless of the Rollover Participant's eligibility to participate in the
Plan), pro-rated to reflect the date on which the deferral account from a
Rollover Plan is transferred into the Plan.

         5.2 Hypothetical Investment Options. Except as otherwise provided in
this Section 5.2, and subject to provisions of Section 4.1, the Committee may,
in its discretion, offer Participants a choice among various Hypothetical
Investment Options on which their Deferral Accounts may be credited. Such a
choice is nominal in nature, and grants Participants no real or beneficial
interest in any specific fund or property. Provision of a choice among
Hypothetical Investment Options grants the Participant no ability to affect the
actual aggregate investments Agilent may or may not make to cover its
obligations under the Plan. Any adjustments Agilent may make in its actual
investments for the Plan may only be instigated by Agilent, and may or may not
bear a resemblance to the Participants' hypothetical investment choices on an
account-by-account basis. The timing, allowance and frequency of hypothetical
investment choices, and a Participant's ability to change how his or her
Deferral Account is credited, is within the sole discretion of the Committee.

         5.3 Investment Directions. A Participant may direct the deemed
investment of the Participant's Deferred Amounts among the Hypothetical
Investment Options, in the manner prescribed by Agilent at the time of
enrollment or re-enrollment. Investment elections shall be in such minimum
percentage amounts with respect to each Fund as permitted by Agilent.

         5.4 Reinvestment Directions. On a daily basis, by instructing Agilent
in the manner prescribed, a Participant may direct the reinvestment of the
Participant's Deferral Accounts among the various Hypothetical Investment
Options. A Participant shall specify the reinvestment amounts of the
Participant's Deferred Account to be invested in such Hypothetical Investment
Options. Reinvestment directions shall be in such minimum dollar or percentage
amounts as permitted by Agilent.

         5.5 No Investment Directions. In the event that the Participant fails
to direct their investment, a Participant's Deferral Account shall be credited
with the deemed return on investment in Vanguard Institutional Index 500 Fund.
Covered Officers may not direct the

Adopted March 19, 2002
<PAGE>

investment of their Bonus Deferral Account. A Covered Officer's Bonus Deferral
Account shall only be credited with the deemed return on investment in the
Vanguard Institutional Index 500 Fund.

         5.6 OER Deferral Fund. The Hypothetical Investment Option, which the
Committee in its sole discretion has delineated as the option with respect to
which OER Deferrals are credited, is a frozen fund, currently the Vanguard
Balanced Fund. Participants will not have, among the Hypothetical Investment
Options, the right to request that additional Deferral Account balances be
credited in accordance with the deemed return on investment of the so delineated
Hypothetical Investment Option described above.

SECTION 6.  PAYOUT TO THE PARTICIPANTS.

Termination. If a Participant's Deferral Account balance is equal to or greater
than $25,000 on the Termination Date, the form and commencement of benefit may
be made in accordance with the Participant's election and this Section 6.1. An
election under this section is only valid if made before the date that is at
least twelve (12) months prior to the Participant's Termination Date.

           6.1.1 Form of Payout. A Participant making a valid election under
           this Section 6.1 may elect to receive either (a) a single lump sum
           payout by January 15 of the year following the Termination Year, or
           (b) a payout in annual installments over a five (5) to fifteen (15)
           year period beginning on or before the January 15 following the
           Termination Year.

           6.1.2 Commencement of Payout. A Participant making a valid election
           under this Section 6.1 may elect to further defer the Payout
           Commencement Date, under either the single lump sum or the annual
           installment election addressed in Section 6.1.1, by an additional one
           (1), two (2) or three (3) years beginning after the January 15
           following the Termination Year.

           6.1.3 Earnings on Deferral Accounts. Whatever the form of payout
           under Section 6, and whatever the timing of the Payout Commencement
           Date, the Deferral Account of a Participant shall continue to be
           credited with Earnings until all amounts in such an account are paid
           out to the Participant.

         6.2 Default Form and Commencement of Payout. If a valid election under
Section 6.1 is not made, and the Participant's Deferral Account balance is equal
to or greater than $25,000 on the Termination Date, then the Participant shall
receive his or her payout in annual installments over the fifteen (15) year
period beginning on or before January 15th following the Termination Year. If,
however, such Deferral Account balance is less than $25,000 on the Termination
Date, then the Participant shall receive a single lump sum payout on or before
January 15th following the Termination Date.

         6.3 Death of Participant. If a Participant dies and an election was
made under Section 6.1, the Beneficiary will be paid according to the election
even though the election was not made twelve (12) months or more prior to the
Participant's death. If the Participant dies and no valid election was made, and
the Participant's Deferral Account balance is equal to or greater than

Adopted March 19, 2002
<PAGE>
$25,000 on the date of death, then the Beneficiary will receive the payout in
annual installments over the fifteen (15) year period beginning on or before
January 15th in the calendar year following the year of the Participant's death.
If, however, such Deferral Account balance is less than $25,000 on the date of
death, then the Beneficiary shall receive a single lump sum on or before January
15th of the year following the year of death.

         6.4 Committee Discretion. Notwithstanding anything in this Section 6 to
the contrary, the Committee shall have the discretion to modify the availability
and timing of a valid election under Section 6.1, and the timing, form and
amount (e.g., payouts affected by a forfeiture under Section 4.2) of any payout,
in any manner it deems appropriate; provided, however, that any alteration with
respect to a Covered Officer must be consistent with the requirements for
deductibility of compensation under section 162(m) of the Code.

SECTION 7.  HARDSHIP PROVISION.

         7.1 Unforeseeable Emergencies. Neither the Participant nor his or her
Beneficiary is eligible to withdraw amounts credited to a Deferral Account prior
to the time specified in Section 6. However, such credited amounts may be
subject to early withdrawal if an unforeseeable emergency occurs that is caused
by an event beyond the Participant's or Beneficiary's control and would result
in severe financial hardship to the individual if early withdrawal is not
permitted. A severe financial hardship exists only when all other reasonably
available financial resources have been exhausted. The Committee shall have sole
discretion to determine whether to approve any hardship withdrawal, which amount
will be limited to the amount necessary to meet the emergency. The Committee's
decision is final and binding on all interested parties.

         7.2 Waiting Period. If the Committee approves a hardship withdrawal,
the Participant (1) may not defer Base Pay, as specified in Section 3, for the
remainder of the calendar year within which the withdrawal is received, and (2)
may not defer Bonuses, as specified in Section 3, for the remainder of the
calendar year in which the hardship withdrawal is received

SECTION 8.  OTHER ACCESS TO DEFERRAL ACCOUNTS.

         8.1 Unanticipated Needs. Neither the Participant nor his or her
Beneficiary is eligible to withdraw amounts credited to a Deferral Account prior
to the time specified in Section 6. However, such credited amounts may be
subject to early withdrawal if an unanticipated need for funds occurs, other
than a need specified in Section 7; provided, however, that the Participant
permanently forfeits at least ten percent (10%) of the amount to be withdrawn.
Additionally, unless otherwise determined by the Committee, withdrawals based on
an unanticipated need for funds may be made no more than once each calendar year
and the amount to be withdrawn must be equal to or greater than $25,000.


         8.2 Waiting Period. If the Participant withdraws amounts credited to a
Deferral Account under this section, he or she (1) may not defer Base Pay, as
specified in Section 3, for the remainder of the calendar year within which the
withdrawal is received, and (2) may not defer Bonuses, as specified in Section
3, for the remainder of the calendar year in which the hardship withdrawal is
received.


Adopted March 19, 2002
<PAGE>
SECTION 9.  DESIGNATION OF BENEFICIARY.

         The Participant shall, in accordance with procedures established by the
Committee, (1) designate a Beneficiary hereunder, and (2) shall have the right
thereafter to change such designation. Notwithstanding the foregoing, with
respect to an employee who became a Plan Participant during the Transition
Period, all existing beneficiary designations on file with the Agilent Plan
shall be deemed and treated as designations under this Plan. In the case of a
Participant's death, payment due under this Plan shall be made to the designated
Beneficiary or, in the absence of such designation, by will or the laws of
descent and distribution in the Participant's state of residence at the time of
his or her death.

SECTION 10.  CHANGE IN CONTROL.

         10.1 Discretion to Accelerate. In the event of a proposed change in
control of Agilent, as defined below, the Committee shall have complete
authority and discretion, but no obligation, to accelerate payments of both
terminated and active Participants.

         10.2 Proposed Change in Control. A "proposed change in control" shall
mean (1) a tender offer by any person or entity, other than Agilent or an
Agilent subsidiary, to acquire securities representing 40 percent or more of the
voting power of Agilent or (2) the submission to Agilent's shareholders for
approval of a transaction involving the sale of all or substantially all of the
assets of Agilent or a merger of Agilent with or into another corporation.
Notwithstanding the foregoing, neither the initial public offering of voting
common stock in Agilent, nor the distribution by HP of shares of Agilent voting
common stock in a transaction which qualifies under Section 355 of the Code,
shall constitute a "proposed change in control" for purposes of this Section 10.

         10.3 Request for Negotiation. The Committee may also ask the Board of
Directors to negotiate, as part of any agreement involving the sale or merger of
Agilent, or a sale of substantially all of Agilent's assets or a similar
transaction, terms providing for protection of Participants and their interests
in the Plan.

SECTION 11.  LIMITATION ON ASSIGNMENTS.

         Benefits under this Plan are not subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishments by
creditors of the Participant or the Participant's Beneficiary and any attempt to
do so shall be void.

SECTION 12.  ADMINISTRATION.

         12.1 Administration by Committee. The Committee shall administer the
Plan. No member of the Committee shall become a Participant of the Plan. The
Committee shall have the sole authority to interpret the Plan, to establish and
revise rules and regulations relating to the Plan and to make any other
determinations that it believes necessary or advisable for the administration of
the Plan. Decisions and determination by the Committee shall be final and
binding upon all parties, including shareholders, Participants, Beneficiaries
and other employees.


Adopted March 19, 2002
<PAGE>
The Committee may delegate its administrative responsibilities, as it deems
appropriate.

         12.2 Books and Records. Books and records maintained for the purpose of
the Plan shall be maintained by the officers and employees of Agilent at its
expense and subject to supervision and control of the Committee.

SECTION 13.  NO FUNDING OBLIGATION.

         Agilent is under no obligation to transfer amounts credited to the
Participant's Deferral Account to any trust or escrow account, and Agilent is
under no obligation to secure any amount credited to a Participant's Deferral
Account by any specific assets of Agilent or any other asset in which Agilent
has an interest. This Plan shall not be construed to require Agilent to fund any
of the benefits provided hereunder nor to establish a trust for such purpose.
Agilent may make such arrangements as it desires to provide for the payment of
benefits, including, but not limited to, the establishment of a rabbi trust or
such other equivalent arrangements as Agilent may decide. No such arrangement
shall cause the Plan to be a funded plan within the meaning of Title I of ERISA,
nor shall any such arrangement change the nature of the obligation of Agilent
nor the rights of the Participants under the Plan as provided in this document.
Neither the Participant nor his or her estate shall have any rights against
Agilent with respect to any portion of the Deferral Account except as a general
unsecured creditor. No Participant has an interest in his or her Deferral
Account until the Participant actually receives the deferred payment.

SECTION 14.   AMENDMENT AND TERMINATION OF THE PLAN.

         Agilent, by action of the Committee, in its sole discretion may suspend
or terminate the Plan or revise or amend it in any respect whatsoever; provided,
however, that amounts already credited to Deferral Accounts will continue to be
owed to the Participants or Beneficiaries and will continue to accrue Earnings
and continue to be a liability of Agilent. Any amendment or termination of the
Plan will not affect the entitlement of any Participant or the Beneficiary of a
Participant who terminates employment before the amendment or termination. All
benefits to which any Participant or Beneficiary may be entitled shall be
determined under the Plan as in effect at the time the Participant terminates
employment and shall not be affected by any subsequent change in the provisions
of the Plan; provided, however, that Agilent reserves the right to change the
basis of return on investment of the Deferral Account with respect to any
Participant or Beneficiary. Participants or Beneficiaries will be given notice
prior to the discontinuance of the Plan or reduction of any benefits provided by
the Plan.

SECTION 15.  TAX WITHHOLDING.

         If Agilent concludes that Tax is owing with respect to any deferral of
income or payment hereunder, Agilent shall withhold such amounts from any
payments due the Participant, or otherwise make appropriate arrangements with
the Participant or his or her Beneficiary for satisfaction of such obligation.

SECTION 16.  CHOICE OF LAW.

         This Plan, and all rights under this Plan, shall be interpreted and
construed in accordance

Adopted March 19, 2002
<PAGE>

with ERISA and, to the extent not preempted, the law of the State of Delaware,
unless otherwise stated in the Plan.

SECTION 17.  NOTICE.

         Any written notice to Agilent required by any of the provisions of this
Plan shall be addressed to the chief personnel officer of Agilent or his or her
delegate and shall become effective when it is received.

SECTION 18.  NO EMPLOYMENT RIGHTS.

         Nothing in the Plan, nor any action of Agilent pursuant to the Plan,
shall be deemed to give any person any right to remain in the employ of Agilent
or affect the right of Agilent to terminate a person's employment at any time
and for any reason.

SECTION 19.  SEVERABILITY OF PROVISIONS.

         If any particular provision of this Plan is found to be invalid or
unenforceable, such provision shall not affect any other provisions of the Plan,
but the Plan shall be construed in all respects as if such invalid provision had
been omitted.

Adopted March 19, 2002

<PAGE>
SECTION 20. ROLLOVERS FROM OTHER PLANS.

         20.1 Discretion to Accept. The Committee shall have complete authority
and discretion, but no obligation, to allow the Plan to create Deferral Accounts
for Rollover Participants and credit such accounts with amounts to reflect the
Rollover Participant's deferral account in a Rollover Plan. The amounts credited
to such Deferral Accounts are fully subject to the provisions of this Plan.
Reference in the Plan to such a crediting as a "rollover" or "transfer" of
assets from a Rollover Plan is nominal in nature, and confers no additional
rights upon a Rollover Participant other than those specifically set forth in
the Plan.

         20.2 Status of Rollover Participants. A Rollover Participant and his or
her Beneficiary are fully subject to the provisions of this Plan, except as
otherwise expressly set forth herein. A Rollover Participant who is not already
a Participant in the Plan and is not otherwise eligible to participate in the
Plan at the time of rollover, shall not be entitled to make any additional
deferrals under the Plan unless and until he or she has becomes an Eligible
Employee under the terms of the Plan.

         20.3 Payment to Rollover Participants. If at the time of rollover or
transfer, payments from a Rollover Participant's account in a Rollover Plan have
already commenced from a Rollover Plan, he or she shall continue to receive such
payments in accordance with the form and timing of payment provisions of such
plan. If a Rollover Participant is not yet eligible to receive payments from the
Rollover Plan at the time of the rollover or transfer, he or she is bound by the
payout provisions of this Plan.

SECTION 21.  CODE SECTION 162(m).

         With respect to Covered Employees, this Plan is designed to satisfy the
special requirements for performance-based compensation set forth in Section
162(m)(4)(C) of the Code, and the Plan shall be so construed. Furthermore, if a
provision of the Plan as it relates to a Covered Officer causes a deferral or
payment to fail to satisfy these special requirements, the Plan shall be deemed
amended to satisfy the requirements to the extent permitted by law and subject
to Committee approval.

SECTION 22.  DEFINITIONS.

         22.1 Agilent means Agilent Technologies, Inc., a Delaware corporation,
         and any business entity within the Agilent consolidated group.

         22.2 Base Pay means the annual base salary rate of cash compensation
for employees on the U.S. payroll of Agilent, excluding bonuses, incentive
compensation, commissions, overtime pay, Bonuses, severance payments, shift
differential, payments under the Agilent Technologies, Inc. Disability Plan or
the HP Income Protection Plan, the Agilent or HP Supplemental Income Protection
Plan, or any other additional compensation.

         22.3 Base Pay Threshold means the amount defined in Code Section
401(a)(17), as adjusted by the Secretary of the Treasury under Code Section
415(d), in effect on January 1st of


Adopted March 19, 2002
<PAGE>

the calendar year for which amounts are to be deferred.

         22.4 Beneficiary means the person or persons designated by a
Participant pursuant to Section 9, in accordance with and accepted by Agilent,
to receive any amounts payable under the Plan in the event of the Participant's
death.

         22.5 Bonus shall have the same meaning as set forth in the Agilent
Technologies, Inc. Performance-Based Compensation Plan for Covered Employees, as
amended and restated effective November 1, 2001 and shall have the same meaning
as "Variable Payment" and "Variable Pay" as set forth in the Agilent
Technologies, Inc. Pay-For-Results Plan for Non-Covered Employees, effective
November 1, 2001 (PFR Plan) or any other management bonus plan or arrangement
that provides a bonus compensation opportunity to Eligible Employees as defined
by the Committee from time to time. Bonus does not include any sales incentive
compensation or commission

         22.6 Code means the Internal Revenue Code of 1986, as amended from time
to time.

         22.7 Committee means the Compensation Committee of the Board of
Directors of Agilent or its delegate.

         22.8 Covered Officer shall have the same meaning as "covered employee"
does under Code section 162(m).

         22.9 Deferral Account means the account balance of a Participant in the
Plan created from Deferred Amounts or from a credit to a Participant's account
from a Rollover Plan, and the Earnings thereon prior to a payout to the
Participant.

         22.10 Deferred Amount means the amount the Participant elects to have
deferred from Base Pay and/or a Bonus, pursuant to Section 3.

         22.11 Distribution Date has the same meaning as this same defined term
in the Master Separation and Distribution Agreement between HP and Agilent,
effective August 12, 1999.

         22.12 Earnings means the deemed return on investment (or charge on
investment loss) allocated to a Participant's Deferral Account, based on the
return of the Hypothetical Investment Options.

         22.13 Eligible Employee means an employee on the U.S. payroll of
Agilent who has a Base Pay rate at the time of ELECTION as specified in Section
3 equal to or in excess of the Base Pay Threshold.

         22.14 ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         22.15 Hypothetical Investment Options means those options listed in
Appendix A of this Plan. Said options are at the sole discretion of and subject
to amendment or termination by


Adopted March 19, 2002
<PAGE>

the Committee.

         22.16    HP means Hewlett-Packard Company, a Delaware corporation.

         22.17 Participant means any individual who has a Deferral Account under
the Plan or who is receiving or entitled to receive benefits under the Plan. The
term Participant also refers to a Rollover Participant, except where expressly
provided otherwise.

         22.18 Payout Commencement Date means the date on which the payout to a
Participant of amounts credited to his or her Deferral Account first commences.

         22.19 Plan, unless preceded by (i) "HP", in which case the term refers
to the Hewlett-Packard Company Deferred Compensation Plan, or (ii) "Rollover",
in which case the terms refers to a Rollover Plan, means the Agilent
Technologies, Inc. Deferred Compensation Plan.

         22.20 Retirement Date means the date on which a Participant has met the
definition of Retirement, as defined in the Retirement Plan. For this purpose,
the Committee may, in its discretion, permit the years of service of a Rollover
Participant to include the years of service with the employer for which a
Rollover Participant worked immediately preceding employment with Agilent.

         22.21 Retirement Plan means the Agilent Technologies, Inc. Retirement
Plan as may be amended from time to time.

         22.22 Rollover Participant means an individual with a Deferral Account
in the Plan transferred from a Rollover Plan in accordance with the provisions
of Section 19. The term Rollover Participant may also refer to an individual who
has previously been a Participant in the Plan, or an existing Participant at the
time of transfer.

         22.23   Rollover Plan means-

                  22.23.1 The nonqualified deferred compensation plan of any
                  other employing business entity within the HP consolidated
                  group, until the Distribution Date; or

                  22.23.2 The Hewlett-Packard Company Officers Early Retirement
                  Plan, to the extent a Deferral Account is created or added to
                  for a Participant or Rollover Participant, due to the
                  termination of this plan; or,

                  22.23.3 The nonqualified deferred compensation plan of a
                  business entity acquired by Agilent through acquisition of a
                  majority of the voting interest in, or substantially all of
                  the assets of, such entity.

         22.24 Tax or (Taxes) means any federal, state, local, or any other
governmental income tax, employment tax, payroll tax, excise tax, or any other
tax or assessment owing with respect to amounts deferred, any Earnings thereon,
and any payments made to Participants or Beneficiaries under the Plan.


Adopted March 19, 2002
<PAGE>
         22.25 Termination Date means the date on which the Participant ceases
to be an employee of Agilent.

         22.26 Termination Year means the calendar year within which a
Participant's Termination Date falls.

         22.27 Transition Period means the period commencing with the beginning
of Agilent's Payroll Date (as defined in the Master Separation and Distribution
Agreement between HP and Agilent, effective August 12, 1999), and ending on the
Distribution Date (as defined in the Master Separation and Distribution
Agreement between HP and Agilent, effective August 12, 1999).


Adopted March 19, 2002
<PAGE>




SECTION 23.  EXECUTION.

IN WITNESS WHEREOF, Agilent has caused this Plan to be duly adopted by the
undersigned this ___ day of March 2002, effective March 19, 2002.


AGILENT TECHNOLOGIES, INC.




By:      /s/ D. Craig Nordlund
         _____________________________________
         D. Craig Nordlund,
         Senior Vice President, General Counsel and Secretary
         Agilent Technologies, Inc.



Adopted March 19, 2002
<PAGE>


                                   APPENDIX A

              Hypothetical Investment Options as of January 1, 2002



Vanguard Institutional Index 500 Fund
Vanguard Balanced Fund
Spartan U.S. Equity Index Fund
Fidelity Growth & Income Portfolio
Fidelity Intermediate Bond Fund
Fidelity Low-Priced Stock Fund
Spartan Extended Market Index Fund
Fidelity Contra Fund
Fidelity Magellan Fund
Institutional Money Market Fund
ICAP Equity Portfolio
Janus Aspen Series Worldwide Growth Portfolio
MAS Mid-Cap Growth Fund
PIMCO Total Return Fund
Harbor Capital Appreciation Fund
Domini Social Equity Fund
Templeton Foreign Fund





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</DOCUMENT>
