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                                                                   Exhibit 10(i)


                             HEWLETT-PACKARD COMPANY
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                (Amended and Restated effective November 1, 1999)

SECTION 1.   ESTABLISHMENT AND PURPOSE OF PLAN

         The Hewlett-Packard Company Executive Deferred Compensation Plan was
adopted and established effective January 1, 1994, 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 November 1, 1999, the Plan is hereby amended and restated.

         The Plan is intended to be an unfunded and unsecured deferred
compensation arrangement between the Participant and the Company, in which the
Participant agrees to give up a portion of the Participant's current
compensation in exchange for the Company's unfunded and unsecured promise to
make a deferred payment at a future date, as specified in Section 6. The Company
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 21 in alphabetical order.

SECTION 2.  PARTICIPATION IN THE PLAN

         2.1 PARTICIPATION IN GENERAL. Employees on the U.S. payroll of the
Company are eligible to defer Base Pay or Bonuses under the Plan if they have
Base Pay, at the time of election as specified in Section 3, equal to or in
excess of the sum of (1) the amount defined in Code section 40l(a)(17), as
adjusted by the Secretary of the Treasury under Code section 415(d), in effect
on January 1 of the calendar year for which amounts are to be deferred, plus (2)
$6,000.

         2.2 TRANSITION PERIOD PARTICIPATION. Any Participant in HP's or
Agilent's Plan who, during the Transition Period, changes employment to the
other of such companies, shall commence participation in the company's Plan to
which the employee transfers. All existing deferral elections, beneficiary
designations, and any other documentation or information on file with the Plan
in which the employee participated at the former employing company shall be
treated as elections, designations, documentation or information relating to the
Plan of the new employing company.

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 prior to December 16 - or
such earlier date established by


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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 any procedures
established by the Committee.

                  3.1.2 AMOUNT OF BASE PAY DEFERRAL. Once an election is made by
an Eligible Employee, an annual whole dollar amount will be deferred from Base
Pay, taken equally over the twenty-four (24) pay periods falling within the
calendar year to which the election pertains. The minimum amount of Base Pay
which may be deferred is $6,000 per calendar year. The maximum amount of Base
Pay which may be deferred each calendar year is equal to the amount of Base Pay
exceeding 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 1 of
the calendar year to which the deferral election pertains.

         3.2      SHORT-TERM BONUS (STB) DEFERRALS.

                  3.2.1 TIMING OF STB DEFERRAL. Participants must make an
election to defer an H1 Bonus and/or H2 Bonus before December 16 - or such
earlier date established by the Committee - of the calendar year ending within
the fiscal year to which the H1 and H2 Bonuses pertain, in accordance with any
procedures established by the Committee. Notwithstanding the foregoing, an
election to defer an H2 Bonus may be amended or revoked at any time prior to the
commencement of the Performance Period to which the H2 Bonus relates, in
accordance with any procedures established by the Committee.

                  3.2.2 AMOUNT OF STB DEFERRAL. An Eligible Employee may defer
any portion, up to 100%, of any H1 or H2 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 a
portion of a STB, the appropriate amount will be withheld from the STB when the
amount of the STB has been certified by the Committee, but not before the STB
would otherwise have been paid to the Participant in cash under the PFR Plan.

         3.3      MID-TERM BONUS (MTB) DEFERRALS.

                  3.3.1 ELIGIBILITY FOR DEFERRAL. A Mid-Term Bonus is only
eligible for deferral if it is payable in the form of cash compensation, as
determined in the sole discretion of the Committee, in accordance with the terms
of the PFR Plan.

                  3.3.2 TIMING OF MTB DEFERRAL. With respect to a MTB eligible
for deferral, a Participant must make the election to defer a MTB in accordance
with any procedures established by the Committee. Provided, however, that in no
event may such an election be made after the end of the calendar year preceding
the calendar year within which a MTB payment is to be made.

                  3.3.3 AMOUNT OF MTB DEFERRAL. An Eligible Employee may defer
any portion, up to 100%, of a MTB 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 a portion of a MTB,
the appropriate amount will be withheld from the MTB


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payment when the amount of the MTB payment has been certified by the Committee,
but not before the MTB would otherwise have been paid to the Participant in cash
under the PFR Plan.

         3.4 EFFECT OF TAXES ON MAXIMUM DEFERRALS. Notwithstanding any provision
herein to the contrary, and to the extent consistent with the terms of the PFR
Plan, the Company may withhold Taxes from any cash payment made under the Plan
or PFR Plan, owing as a result of any deferral or payment hereunder, as the
Company deems appropriate in its sole discretion. If, with respect to the pay
period within which a deferral, payment or Bonus is made under the Plan or PFR
Plan, the Participant receives insufficient actual cash compensation to cover
such Taxes, then the Company 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.

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 Committee has certified the
amount of a Bonus in writing, pursuant to the provisions of the PFR Plan, but
not before the Bonus would otherwise have been paid to the Participant in cash.
The Participant's rights in the Deferral Account shall be no greater than the
rights of any other unsecured general creditor of the Company. Deferred Amounts
and Earnings thereon invested hereunder shall for all purposes be part of the
general funds of the Company. Any payout to a Participant of amounts credited to
a Participant's Deferral Account are not due, nor are such amounts
ascertainable, until the Payout Commencement Date.

         4.2 HEWLETT-PACKARD COMPANY OFFICERS EARLY RETIREMENT PLAN DEFERRALS. A
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. 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.

         4.3 CERTAIN TRANSITION PERIOD DEFERRAL ACCOUNTS. With respect to an
employee who becomes a Plan Participant during the Transition Period, as
described in Section 2.2, a Deferral Account shall be created for such new
Participant as soon as practicable after the employee becomes an HP employee, in
an initial amount equal to the employee's total cumulative Plan Deferral Account
as of the date on which he or she changes employment, with Earnings thereon
determined on a pro rata basis. All deferrals - and any Earnings thereon -
arising after the date on which the employee changes employment, shall be
credited to such employee's Deferral Account in a fashion consistent with the
provisions of this Plan.


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SECTION 5.  EARNINGS ON THE DEFERRAL ACCOUNT

         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 the Company.
Any such addition to the liability shall be appropriately reflected on the books
and records of the Company 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.

SECTION 6.  PAYOUT  TO THE PARTICIPANTS.

         6.1 TERMINATION AFTER RETIREMENT DATE. If a Participant's
Termination Date is on or after his or her Retirement Date, an election as to
the form and commencement of benefit may be made in accordance with this
Section 6.1. An election under this section is only valid if made before the
date which is at least twelve (12) months prior to the Participant's
Termination Date, and on or before the last day of the calendar year
preceding the Termination Year.

                  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 with
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 Participant's
Termination Date is on or after his or her Retirement Date and a valid election
under Section 6.1 is not made, the Participant shall receive his or her payout
in annual installments over the fifteen (15) year period beginning with the
January 15 following the Termination Year.

         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 election was made, then the
Beneficiary will receive the payout in annual installments over the


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fifteen (15) year period beginning with the January 15 in the calendar year
following the year of the Participant's death.

         6.4 TERMINATION PRIOR TO RETIREMENT DATE. If the Participant's
Termination Date precedes his or her Retirement Date, then the Participant will
receive a single lump sum payout as soon as practicable after the Termination
Date.

         6.5 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.

         6.6 TRANSITION PERIOD TRANSFERS. Notwithstanding anything within this
Section 6 to the contrary, a transfer of a Participant's employment between
Agilent and HP prior to the Distribution Date shall not be considered a
termination of employment nor trigger a Termination Date for purposes of
applying the provisions of this section. Rather, the employee shall continue his
or her participation in the HP Plan or Agilent Plan as provided in Sections 2.2
and 4.3 of this Plan and the Agilent Plan.

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 will be 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, or for
the next succeeding calendar year, and (2) may not defer Short-Term Bonuses, as
specified in Section 3, for the remainder of the fiscal year in which the
hardship withdrawal is received, or for the next succeeding fiscal year.

SECTION 8.  OTHER ACCESS TO CREDITED AMOUNTS

         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 that the Participant permanently
forfeits ten (10) percent of the amount to be withdrawn. Additionally,
withdrawals based on an


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unanticipated need for funds may be made no more than once each calendar year
and the amount to be withdrawn must be at least $12,000.

         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, or for the next succeeding calendar year, and (2) may
not defer Short-Term Bonuses, as specified in Section 3, for the remainder of
the fiscal year in which the hardship withdrawal is received, or for the next
succeeding fiscal year.

SECTION 9.  DESIGNATION OF BENEFICIARY

         The Participant shall, by written notice to the Company, (1) at the
time of the first election designate a Beneficiary hereunder, and (2) shall have
the right thereafter to change any Beneficiary previously designated by the
Participant. Notwithstanding the foregoing, with respect to an employee who
becomes a Plan Participant during the Transition Period, as described in Section
2.2, 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 state of residence of the Participant.

SECTION 10.  CHANGE IN CONTROL

         10.1 DISCRETION TO ACCELERATE. In the event of a proposed change in
control of the Company, 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 the Company or a
Company subsidiary, to acquire securities representing 40 percent or more of the
voting power of the Company or (2) the submission to the Company's shareholders
for approval of a transaction involving the sale of all or substantially all of
the assets of the Company or a merger of the Company with or into another
corporation.

         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
the Company, or a sale of substantially all of the Company'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 in any manner 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.


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SECTION 12.  ADMINISTRATION

         12.1 ADMINISTRATION BY COMMITTEE. The Plan shall be administered by the
Committee. 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. 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 the Company at its
expense and subject to supervision and control of the Committee.

SECTION 13.  NO FUNDING OBLIGATION

         The Company is under no obligation to transfer amounts credited to the
Participant's Deferral Account to any trust or escrow account, and the Company
is under no obligation to secure any amount credited to a Participant's Deferral
Account by any specific assets of the Company or any other asset in which the
Company has an interest. This Plan shall not be construed to require the Company
to fund any of the benefits provided hereunder nor to establish a trust for such
purpose The Company 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 the Company 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 the Company 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 the Company 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.

         The Company, 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 allocated to the 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 the Company. 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, that the Company 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.


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SECTION 15.  TAX WITHHOLDING.

         If the Company concludes that Tax is owing with respect to any deferral
of income or payment hereunder, the Company 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 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 the Company required by any of the provisions of
this Plan shall be addressed to the chief personnel officer of the Company 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 the Company pursuant to the
Plan, shall be deemed to give any person any right to remain in the employ of
the Company or affect the right of the Company to terminate a person's
employment at any time, with or without cause.

SECTION 19. ROLLOVERS FROM OTHER PLANS.

         19.1 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.

         19.2 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.

         19.3 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


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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 20.  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 21.  DEFINITIONS.

         21.1 AGILENT refers to Agilent Technologies, Inc., a Delaware
Corporation, and any business entity within the Agilent consolidated group.

         21.2 BONUS shall have the same meaning as set forth in the PFR Plan.

         21.3 BASE PAY means the annual base rate of cash compensation for
employees on the U.S. payroll of the Company, excluding commissions, overtime
pay, bonuses or Bonuses, Target Bonuses, shift differential, payments under the
Hewlett-Packard Company Employee Benefits Organization Income Protection Plan
and the Hewlett-Packard Company Supplemental Income Protection Plan, or any
other additional compensation.

         21.4 BENEFICIARY means the person or persons designated by a
Participant under Section 9 to receive any amounts payable under the Plan in the
event of the Participant's death.

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

         21.6 COMMITTEE means the Compensation Committee of the Board of
Directors of the Company, as constituted in accordance with the provisions of
the PFR Plan, or its delegate.

         21.7 COMPANY means Hewlett-Packard Company, a Delaware corporation, and
any business entity within the Hewlett-Packard Company consolidated group.

         21.8 COVERED OFFICER shall have the same meaning as set forth in the
PFR Plan.

         21.9 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 payout to the
Participant.

         21.10 DEFERRED AMOUNT means the amount the Participant elects to have
deferred from Base Pay and/or a Bonus, pursuant to Section 3.


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         21.11 EARNINGS means the deemed return on investment (or charge on
investment loss) allocated to the Participant's Deferral Account, based on the
return of the Fund, reduced by ten (10) percent when the return of the Fund is
positive, and increased by ten (10) percent when the return of the Fund is
negative. Whether the return of the Fund is positive or negative for purposes of
the adjustment described in the preceding sentence, is determined in accordance
with Section 5.

         21.12 ELIGIBLE EMPLOYEE means an employee on the U.S. payroll of the
Company who has Base Pay at the time of election as specified in Section 3 equal
to or in excess of the sum of (1) 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 1 of the calendar year for which amounts are to be deferred,
plus (2) $6,000. Where this Plan references an Eligible Employee's deferral of a
Bonus, this assumes the Eligible Employee is also a participant in the PFR Plan.

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

         21.14    FUND means-

                  21.14.1 Unless otherwise provided in this Subsection 21.14, an
                  S&P 500 index Fund, as designated by the Committee from time
                  to time;

                  21.14.2 With respect to Earnings credited to the Deferral
                  Account of a Covered Officer, the term Fund shall specifically
                  refer to the Vanguard Institutional Index Fund; and

                  21.14.3 With respect to an OER Deferral, the term Fund shall
                  specifically refer to a fund the investments of which are
                  comprised of a mix of debt and equity, as chosen in the sole
                  discretion of the Committee, and as subject to the forfeiture
                  provisions of Section 4.2.

         21.15 H1 BONUS means a Short-Term Bonus arising from the Performance
Period defined by the first half of the Company's fiscal year (November 1
through April 30), or as otherwise set forth in accordance with the terms of the
PFR Plan.

         21.16 H2 BONUS means a Short-Term Bonus arising from the Performance
Period defined by the second half of the Company's fiscal year (May 1 through
October 31), or as otherwise set forth in accordance with the terms of the PFR
Plan.

         21.17 MID-TERM BONUS OR "MTB" shall have the same meaning as set forth
in the PFR Plan.

         21.18 OER DEFERRAL means that portion of a Participant's Deferral
Account comprised of amounts deferred and credited to the account arising from
the termination of the Hewlett Packard Company Officers Early Retirement Plan,
as restated effective October 31, 1999, including any earnings thereon.


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<PAGE>

         21.19 PARTICIPANT, unless preceded by "PFR" in which case the term
indicates a participant in the PFR Plan, means any individual who has benefits
in 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.

         21.20 PAY-FOR-RESULTS PLAN OR "PFR" PLAN means the Hewlett-Packard
Company Pay-for-Results Plan effective November 1, 1999, as amended from time to
time.

         21.21 PAYOUT COMMENCEMENT DATE means the date on which the payout to a
Participant of amounts credited to his or her Deferral Account first commence.

         21.22 PERFORMANCE MEASURE shall have the same meaning as set forth in
the PFR Plan.

         21.23 PERFORMANCE PERIOD shall have the same meaning as set forth in
the PFR Plan.

         21.24 PLAN, unless preceded by (i) "PFR" in which case the term refers
to the PFR Plan, (ii) "Agilent" in which case the term refers to the Agilent
Technologies, Inc. Executive Deferred Compensation Plan, or (iii) "Rollover" in
which case the term refers to a Rollover Plan, means the Hewlett-Packard Company
Executive Deferred Compensation Plan, as amended and restated effective November
1, 1999.

         21.25 RETIREMENT DATE means the date on which a Participant has
completed at least 15 years of service, as defined in the Retirement Plan, and
has attained age 55. 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 the Company.

         21.26 RETIREMENT PLAN means the Hewlett-Packard Company Retirement
Plan, as amended and restated effective November 1, 1999, as amended from time
to time.

         21.27 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.

         21.28    ROLLOVER PLAN means either-

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

                  21.28.2 Any plan or program of the Company, or any employing
                  business entity within the Hewlett-Packard Company
                  consolidated group, including but not limited to the
                  Hewlett-Packard Company Officers Early Retirement Plan,
                  pursuant to the termination of which a Deferral Account is
                  created or added to for


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<PAGE>

                  a Participant or Rollover Participant.

         21.29 SHORT-TERM BONUS OR "STB" shall have the same meaning as set
forth in the PFR Plan.

         21.30 TARGET BONUS shall have the same meaning as set forth in the PFR
Plan.

         21.31 TAX OR (TAXES) means any federal, state, local, or any other
governmental income tax, employment or 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 under the Plan.

         21.32 TERMINATION DATE means the date on which the Participant ceases
to be an employee of the Company.

         21.33 TERMINATION YEAR means the calendar year within which a
Participant's Termination Date falls.

         21.34 TRANSITION PERIOD means the period commencing November 1, 1999,
and ending on the Distribution Date (as defined in the Master Separation and
Distribution Agreement between HP and Agilent, effective August 12, 1999).


SECTION 22.  EXECUTION

IN WITNESS WHEREOF, the Company has caused this Plan to be duly amended and
restated by the undersigned this 18th day of November, 1999, effective
November 1, 1999.

Hewlett-Packard Company



By:      /s/Susan P.Orr
         --------------
         Susan P. Orr
         Chair, Compensation Committee


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