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                                                                  EXHIBIT 10.3

                AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT


     THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is
entered into effective as of February 25, 2000, by and between VARIAN, INC., a
Delaware corporation (the "Company")1, and C. Wilson Rudd, an employee of the
Company ("Employee").

     The Company's Board of Directors (the "Board") has determined that it is in
the best interest of the Company and its stockholders for the Company to agree
to pay Employee termination compensation in the event Employee should leave the
employ of the Company under the circumstances described below. The Board
recognizes that the possibility of a proposal from a third person, whether or
not solicited by the Company, concerning a possible "Change in Control" of the
Company (as such language is defined in Section 3(d)) will be unsettling to
Employee. Therefore, the arrangements set forth in this Agreement are being made
to help assure a continuing dedication by Employee to Employee's duties to the
Company notwithstanding the proposal or occurrence of a Change in Control. The
Board believes it imperative, should the Company receive any proposal from a
third party, that Employee, without being influenced by the uncertainties of
Employee's own situation, be able to assess and advise the Board whether such
proposals are in the best interest of the Company and its stockholders, and to
enable Employee to take action regarding such proposals as the Board might
determine to be appropriate. The Board also wishes to demonstrate to key
personnel that the Company desires to enhance management relations and its
ability to retain and, if needed, to attract new management, and intends to
ensure that loyal and dedicated management personnel are treated fairly.

     In view of the foregoing, the Company and Employee agree as follows:

1.   EFFECTIVE DATE AND TERM OF AGREEMENT.

     This Agreement is effective and binding on the Company and Employee as of
the date hereof; PROVIDED, HOWEVER, that, subject to Section 2(d), the
provisions of Sections 3 and 4 shall become operative only upon the Change in
Control Date.

2.   EMPLOYMENT OF EMPLOYEE.

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1    "Company" shall include the Company, any successor to the Company's
business and/or assets, and any party which executes and delivers the agreement
required by Section 6(e) or which otherwise becomes bound by the terms and
conditions of this Agreement by operation of law or otherwise.

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     (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this
Agreement shall affect any right which Employee may otherwise have to terminate
Employee's employment, nor shall anything in this Agreement affect any right
which the Company may have to terminate Employee's employment at any time in any
lawful manner.

     (b) In the event of a Potential Change in Control, to be entitled to
receive the benefits provided by this Agreement, Employee will not voluntarily
leave the employ of the Company, and will continue to perform Employee's regular
duties and the services specified in the recitals of this Agreement until the
Change in Control Date. Should Employee voluntarily terminate employment prior
to the Change in Control Date, this Agreement shall lapse upon such termination
and be of no further force or effect.

     (c) If Employee's employment terminates on or after the Change in Control
Date, the Company will provide to Employee the payments and benefits as provided
in Sections 3 and 4.

     (d) If Employee's employment is terminated by the Company prior to the
Change in Control Date but on or after a Potential Change in Control Date, then
the Company will provide to Employee the payments and benefits as provided in
Sections 3 and 4 unless the Company reasonably demonstrates that Employee's
termination of employment neither (i) was at the request of a third party who
has taken steps reasonably calculated to effect a Change in Control nor (ii)
arose in connection with or in anticipation of a Change in Control. Solely for
purposes of determining the timing of payments and the provision of benefits in
Sections 3 and 4 under the circumstances described in this Section 2(d),
Employee's date of termination shall be deemed to be the Change in Control Date.

3.   TERMINATION FOLLOWING CHANGE IN CONTROL.

     (a) If a Change in Control shall have occurred, Employee shall be entitled
to the benefits provided in Section 4 upon the subsequent termination of
Employee's employment within the applicable period set forth in Section 4 unless
such termination is due to Employee's death, Retirement or Disability or is for
Cause or is effected by Employee other than for Good Reason (as such terms are
defined in Section 3(d)).

     (b) If following a Change in Control, Employee's employment is
terminated by reason of Employee's death or Disability, Employee shall be
entitled to death or long-term disability benefits from the Company no less
favorable than the most favorable benefits to which Employee would have been
entitled had the death or Disability occurred at any time during the period
commencing one (1) year prior to the Change in Control.

     (c) If Employee's employment shall be terminated by the Company for Cause
or by Employee other than for Good Reason during the term of this Agreement, the
Company shall pay Employee's Base Salary through the date of termination at the
rate in

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effect at the time notice of termination is given, and the Company shall have no
further obligations to Employee under this Agreement.

     (d) For purposes of this Agreement:

     "Base Salary" shall mean the annual base salary paid to Employee
immediately prior to a Change in Control, provided that such amount shall in no
event be less than the annual base salary paid to Employee during the one (1)
year period immediately prior to the Change in Control.

     A "Change in Control" shall be deemed to have occurred if:

         (i)  Any individual or group constituting a "person", as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act (other than (A) the
Company or any of its subsidiaries or (B) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of any of its
subsidiaries), is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's outstanding securities then entitled
ordinarily (and apart from rights accruing under special circumstances) to vote
for the election of directors; or

         (ii) Continuing Directors cease to constitute at least a majority of
the Board; or

         (iii) there occurs a reorganization, merger, consolidation or other
corporate transaction involving the Company (a "Transaction"), in each case with
respect to which the stockholders of the Company immediately prior to such
Transaction do not, immediately after the Transaction, own more than 50% of the
combined voting power of the Company or other corporation resulting from such
Transaction; or

         (iv) all or substantially all of the assets of the Company are sold,
liquidated or distributed;

PROVIDED, HOWEVER, that a "Change in Control" shall not be deemed to have
occurred under this Agreement if, prior to the occurrence of a specified event
that would otherwise constitute a Change in Control hereunder, the disinterested
Continuing Directors then in office, by a majority vote thereof, determine that
the occurrence of such specified event shall not be deemed to be a Change in
Control with respect to Employee hereunder if the Change in Control results from
actions or events in which Employee is a participant in a capacity other than
solely as an officer, employee or director of the Company.

     "Change in Control Date" shall mean the date on which a Change in
Control occurs.

     "Cause" shall mean:

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         (i)  The continued willful failure of Employee to perform Employee's
duties to the Company (other than any such failure resulting from Employee's
incapacity due to physical or mental illness) after written notice thereof
(specifying the particulars thereof in reasonable detail) and a reasonable
opportunity to be heard and cure such failure are given to Employee by the Board
or a committee thereof; or

         (ii) The willful commission by Employee of a wrongful act that caused
or was reasonably likely to cause substantial damage to the Company, or an act
of fraud in the performance of Employee's duties on behalf of the Company; or

         (iii) The  conviction  of Employee for  commission of a felony in
connection with the performance of Employee's duties on behalf of the Company;
or

         (iv) The order of a federal or state regulatory authority having
jurisdiction over the Company or its operations or by a court of competent
jurisdiction requiring the termination of Employee's employment by the Company.

     "Continuing Directors" shall mean the directors of the Company in
office on the date hereof and any successor to any such director who was
nominated or selected by a majority of the Continuing Directors in office at the
time of the director's nomination or selection and who is not an "affiliate" or
"associate" (as defined in Regulation 12B under the Exchange Act) of any person
who is the beneficial owner, directly or indirectly, of securities representing
ten percent (10%) or more of the combined voting power of the Company's
outstanding securities then entitled ordinarily to vote for the election of
directors.

     "Disability" shall mean Employee's incapacity due to physical or mental
illness such that Employee shall have become qualified to receive benefits under
the Company's long-term disability plan as in effect on the date of the Change
in Control.

     "Dispute" shall mean, in the case of termination of Employee's
employment for Disability or Cause, that Employee challenges the existence of
Disability or Cause, and in the case of termination of Employee's employment for
Good Reason, that the Company challenges the existence of Good Reason for
termination of Employee's employment.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Good Reason" shall mean:

         (i)  The assignment of Employee to duties which are
materially different from Employee's duties immediately prior to the Change in
Control and which result in a material reduction in Employee's authority and
responsibility when compared to the highest level of authority and
responsibility assigned to Employee at any time during the six (6) month period
prior to the Change in Control Date; or

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         (ii) A reduction of Employee's total compensation as the same may have
been increased from time to time after the Change in Control Date other than (A)
a reduction implemented with the consent of Employee or (B) a reduction that is
generally comparable (proportionately) to compensation reductions imposed on
senior executives of the Company generally; or

         (iii) The failure to provide to Employee the benefits and perquisites,
including participation on a comparable basis in the Company's stock option,
incentive, and other similar plans in which employees of the Company of
comparable title and salary grade participate, as were provided to Employee
immediately prior to a Change in Control, or with a package of benefits and
perquisites that are substantially comparable in all material respects to such
benefits and perquisites provided prior to the Change in Control; or

         (iv) The relocation of the office of the Company where Employee is
employed immediately prior to the Change in Control Date (the "CIC Location") to
a location which is more than 50 miles away from the CIC Location or the
Company's requiring Employee to be based more than 50 miles away from the CIC
Location (except for required travel on the Company's business to an extent
substantially consistent with Employee's customary business travel obligations
in the ordinary course of business prior to the Change in Control Date);

         (v)  The failure of the Company to obtain promptly upon any Change in
Control the express written assumption of an agreement to perform this Agreement
by any successor as contemplated in Section 6(e); or

         (vi) The attempted  termination of Employee's  employment for Cause on
grounds insufficient to constitute a basis of termination for Cause under this
Agreement; or

         (vii) The failure of the Company to promptly make any payment into
escrow when so required by Section 3(f).

     "Potential Change in Control" shall mean the earliest to occur of (a)
the execution of an agreement or letter of intent, the consummation of the
transactions described in which would result in a Change in Control, (b) the
approval by the Board of a transaction or series of transactions, the
consummation of which would result in a Change in Control, or (c) the public
announcement of a tender offer for the Company's voting stock, the completion of
which would result in a Change in Control; PROVIDED, that no such event shall be
a "Potential Change in Control" unless (i) in the case of any agreement or
letter of intent described in clause (a), the transaction described therein is
subsequently consummated by the Company and the other party or parties to such
agreement or letter of intent and thereupon constitutes a "Change in Control",
(ii) in the case of any Board-approved transaction described in clause (b), the
transaction so approved is subsequently

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consummated and thereupon constitutes a "Change in Control" or (iii) in the case
of any tender offer described in clause (c), such tender offer is subsequently
completed and such completion thereupon constitutes a "Change in Control".

     "Potential Change in Control Date" shall mean the date on which a
Potential Change in Control occurs.

     "Retirement" shall mean Employee's actual retirement after reaching the
normal or early retirement date provided for in the Company's Retirement and
Profit-Sharing Program as in effect on the date of Employee's termination of
employment.

     (e) Any termination of employment by the Company or by Employee
shall be communicated by written notice, specify the date of termination, state
the specific basis for termination and set forth in reasonable detail the facts
and circumstances of the termination in order to provide a basis for determining
the entitlement to any payments under this Agreement.

     (f) If within thirty (30) days after notice of termination is
given, the party to whom the notice was given notifies the other party that a
Dispute exists, the parties will promptly pursue resolution of such Dispute with
reasonable diligence; PROVIDED, HOWEVER, that pending resolution of any such
Dispute, the Company shall pay 75% of any amounts which would otherwise be due
Employee pursuant to Section 4 if such Dispute did not exist into escrow pending
resolution of such Dispute and pay 25% of such amounts to Employee. Employee
agrees to return to the Company any such amounts to which it is ultimately
determined that he is not entitled.

4.   PAYMENTS AND BENEFITS UPON TERMINATION.

     (a) If within eighteen (18) months after a Change in Control, the Company
terminates Employee's employment other than by reason of Employee's death,
Disability, Retirement or for Cause, or if Employee terminates Employee's
employment for Good Reason, then the Employee shall be entitled to the following
payments and benefits:

         (i)  The Company shall pay to Employee as compensation for services
rendered, no later than five (5) business days following the date of
termination, a lump sum severance payment equal to 2.50 multiplied by the sum of
(A) Employee's Base Salary, (B) the highest annual bonus that was paid to
Employee in any of the three fiscal years ending prior to the date of
termination under the Company's Management Incentive Plan (the "MIP") or Varian
Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for
a performance period of more than one fiscal year that was paid to Employee in
any of the three fiscal years ending prior to the date of termination under the
MIP.

         (ii) The Company shall pay to Employee as compensation for services
rendered, no later than five (5) business days following the date of
termination, a lump

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sum payment equal to a pro rata portion (based on the number of days elapsed
during the fiscal year and/or other bonus performance period in which the
termination occurs) of Employee's target bonus under the MIP for the fiscal year
and for any other partially completed bonus performance period in which the
termination occurs.

         (iii) All waiting periods for the exercise of any stock options granted
to Employee and all conditions or restrictions of any restricted stock granted
to Employee shall terminate, and all such options shall be exercisable in full
according to their terms, and the restricted stock shall be transferred to
Employee as soon as reasonably practicable thereafter.

         (iv) Employee's participation as of the date of termination in the
life, medical/dental/vision and disability insurance plans and financial/tax
counseling plan of the Company shall be continued on the same terms (including
any cost sharing) as if Employee were an employee of the Company (or equivalent
benefits provided) until the earlier of Employee's commencement of substantially
equivalent full-time employment with a new employer or twenty-four (24) months
after the date of termination; PROVIDED, HOWEVER, that after the date of
termination, Employee shall no longer be entitled to receive Company-paid
executive physicals or, upon expiration of the applicable memberships,
Company-paid airline memberships. In the event Employee shall die before the
expiration of the period during which the Company is required to continue
Employee's participation in such insurance plans, the participation of
Employee's surviving spouse and family in the Company's insurance plans shall
continue throughout such period.

         (v)  Employee may elect upon termination to purchase any automobile
then in the possession of Employee and subject to a lease of which the Company
is the lessor by payment to the Company of the residual value set forth in the
lease, without any increase for remaining lease payments during the term or
other lease breakage costs. Employee may elect to have any such payment deducted
from any payments due the Employee hereunder.

         (vi) All payments and benefits provided under this Agreement shall be
subject to applicable tax withholding.

     (b) Following Employee's termination of employment for any reason, the
Company shall have the unconditional right to reduce any payments owed to
Employee hereunder by the amount of any due and unpaid principal and interest on
any loans by the Company to Employee and Employee hereby agrees and consents to
such right on the part of the Company.

5.   GROSS-UP PAYMENT.

     (a) Notwithstanding anything herein to the contrary, if it is determined
that any Payment would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties with respect

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to such excise tax (such excise tax, together with any interest or penalties
thereon, is herein referred to as an "Excise Tax"), then Employee shall be
entitled to an additional payment (a "Gross-Up Payment") in an amount that will
place Employee in the same after-tax economic position that Employee would have
enjoyed if the Excise Tax had not applied to the Payment. The amount of the
Gross-Up Payment shall be determined by a nationally-recognized independent
public accounting firm designated by agreement between Employee and the Company
(the "Accounting Firm"). No Gross-Up Payments shall be payable hereunder if the
Accounting Firm determines that the Payments are not subject to an Excise Tax.

     "Payment" means (i) any amount due or paid to Employee under this
Agreement, (ii) any amount that is due or paid to Employee under any plan,
program or arrangement of the Company and its subsidiaries and (iii) any amount
or benefit that is due or payable to Employee under this Agreement or under any
plan, program or arrangement of the Company and its subsidiaries not otherwise
covered under clause (i) or (ii) hereof which must reasonably be taken into
account under Section 280G of the Code in determining the amount the "parachute
payments" received by Employee, including, without limitation, any amounts which
must be taken into account under Section 280G of the Code as a result of (A) the
acceleration of the vesting of any option, restricted stock or other equity
award, (B) the acceleration of the time at which any payment or benefit is
receivable by Employee or (C) any contingent severance or other amounts that are
payable to Employee.

     (b) Subject to the provisions of Section 5(c), all determinations required
under this Section 5, including whether a Gross-Up Payment is required, the
amount of the Payments constituting excess parachute payments, and the amount of
the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide
detailed supporting calculations both to Employee and the Company within fifteen
days of the date reasonably requested by Employee or the Company on which a
determination under this Section 5 is necessary or advisable. The Company shall
pay to Employee the initial Gross-Up Payment within 5 days of the receipt by
Employee and the Company of the determination of the Accounting Firm. If the
Accounting Firm determines that no Excise Tax is payable by Employee, the
Company shall cause its accountants to provide Employee with an opinion that the
Accounting Firm has substantial authority under the Code not to report an Excise
Tax on Employee's federal income tax return. Any determination by the Accounting
Firm shall be binding upon Employee and the Company. If the initial Gross-Up
Payment is insufficient to cover the amount of the Excise Tax that is ultimately
determined to be owing by Employee with respect to any Payment (hereinafter an
"Underpayment"), the Company, after exhausting its remedies under Section 5(c)
below, shall promptly pay to Employee an additional Gross-Up Payment in respect
of the Underpayment.

     (c) Employee shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
the Company of a Gross-Up Payment. Such notice shall be given as soon as
practicable after Employee knows of such claim and shall apprise the Company of
the nature of the claim and the date on which the claim is requested to be paid.
Employee agrees not to pay the claim until the

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expiration of the thirty (30) day period following the date on which Employee
notifies the Company, or such shorter period ending on the date the Taxes with
respect to such claim are due (the "Notice Period"). If the Company notifies
Employee in writing prior to the expiration of the Notice Period that it desires
to contest the claim, Employee shall: (i) give the Company any information
reasonably requested by the Company relating to the claim; (ii) take such action
in connection with the claim as the Company may reasonably request, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company and reasonably acceptable to
Employee; (iii) cooperate with the Company in good faith in contesting the
claim; and (iv) permit the Company to participate in any proceedings relating to
the claim. Employee shall permit the Company to control all proceedings related
to the claim and, at its option, permit the Company to pursue or forgo any and
all administrative appeals, proceedings, hearings, and conferences with the
taxing authority in respect of such claim. If requested by the Company, Employee
agrees either to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner and to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER,
that, if the Company directs Employee to pay such claim and pursue a refund, the
Company shall advance the amount of such payment to Employee on an after-tax and
interest-free basis (an "Advance"). The Company's control of the contest related
to the claim shall be limited to the issues related to the Gross-Up Payment and
Employee shall be entitled to settle or contest, as the case may be, any other
issues raised by the Internal Revenue Service or other taxing authority. If the
Company does not notify Employee in writing prior to the end of the Notice
Period of its desire to contest the claim, the Company shall pay to Employee an
additional Gross-Up Payment in respect of the excess parachute payments that are
the subject of the claim, and Employee agrees to pay the amount of the Excise
Tax that is the subject of the claim to the applicable taxing authority in
accordance with applicable law.

     (d) If, after receipt by Employee of an Advance, Employee becomes entitled
to a refund with respect to the claim to which such Advance relates, Employee
shall pay the Company the amount of the refund (together with any interest paid
or credited thereon after Taxes applicable thereto). If, after receipt by
Employee of an Advance, a determination is made that Employee shall not be
entitled to any refund with respect to the claim and the Company does not
promptly notify Employee of its intent to contest the denial of refund, then the
amount of the Advance shall not be required to be repaid by Employee and the
amount thereof shall offset the amount of the additional Gross-Up Payment then
owing to Employee.

     (e) The Company shall indemnify Employee and hold Employee harmless, on an
after-tax basis, from any costs, expenses, penalties, fines, interest or other
liabilities ("Losses") incurred by Employee with respect to the exercise by the
Company of any of its rights under this Section 5, including, without
limitation, any Losses related to the Company's decision to contest a claim or
any imputed income to Employee resulting from any Advance or action taken on
Employee's behalf by the Company hereunder. The

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Company shall pay all legal fees and expenses incurred under this Section 5, and
shall promptly reimburse Employee for the reasonable expenses incurred by
Employee in connection with any actions taken by the Company or required to be
taken by Employee hereunder. The Company shall also pay all of the fees and
expenses of the Accounting Firm, including, without limitation, the fees and
expenses related to the opinion referred to in Section 5(b).

6.   GENERAL.

     (a) Employee shall retain in confidence under the conditions of the
Company's confidentiality agreement with Employee any proprietary or other
confidential information known to Employee concerning the Company and its
business so long as such information is not publicly disclosed and disclosure is
not required by an order of any governmental body or court. If required,
Employee shall return to the Company any memoranda, documents or other materials
proprietary to the Company.

     (b) While employed by the Company and following the termination of such
employment (other than a termination of employment by Employee for Good Reason
or by the Company other than for Cause) for a period of two (2) years, Employee
shall not, whether for Employee's own account or for the account of any other
individual, partnership, firm, corporation or other business organization,
intentionally solicit, endeavor to entice away from the Company or a subsidiary
of the Company (each, a "Protected Party"), or otherwise interfere with the
relationship of a Protected Party with, any person who is employed by a
Protected Party or any person or entity who is, or was within the then most
recent twelve (12) month period, a customer or client of a Protected Party.

     Employee acknowledges that a breach of any of the covenants contained
in this Section 6(b) may result in material irreparable injury to the Company
for which there is no adequate remedy at law, that it may not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach, any payments remaining under the terms of this Agreement shall cease and
the Company may be entitled to obtain a temporary restraining order and/or a
preliminary or permanent injunction restraining Employee from engaging in
activities prohibited by this Section 6(b) or such other relief as may be
required to specifically enforce any of the covenants in this Section 6(b).
Employee agrees to and hereby does submit to IN PERSONAM jurisdiction before
each and every such court in the State of California, County of Santa Clara, for
that purpose. This Section 6(b) shall survive any termination of this Agreement.

     (c) If litigation is brought by Employee to enforce or interpret any
provision contained in this Agreement, the Company shall indemnify Employee for
Employee's reasonable attorney's fees and disbursements incurred in such
litigation and pay prejudgment interest on any money judgment obtained by
Employee calculated at the prime rate of interest in effect from time to time at
the Bank of America, San Francisco, from the date that payment should have been
made under the Agreement, provided that

<PAGE>

Employee shall not have been found by the court in which such litigation is
pending to have had no cause in bringing the action, or to have acted in bad
faith, which finding must be final with the time to appeal therefrom having
expired and no appeal having been taken.

     (d) Except as provided in Section 4, the Company's obligation to pay to
Employee the compensation and to make the arrangements provided in this
Agreement shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, any setoff, counterclaim,
recoupment, defense or other right which the Company may have against Employee
or anyone else. All amounts payable by the Company hereunder shall be paid
without notice or demand. Employee shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment.

     (e) The Company shall require any successor, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business and/or assets of the Company, by written
agreement to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.

     (f) This Agreement shall inure to the benefit of and be enforceable by
Employee's heirs, successors and assigns. If Employee should die while any
amounts would still be payable to Employee hereunder if Employee had continued
to live, all such amounts shall be paid in accordance with the terms of this
Agreement to Employee's heirs, successors and assigns.

     (g) For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows:

     If to Employee:                    If to Company:

     1281 West Marina Drive             Varian, Inc.
     Chandler, AZ 85248                 3120 Hansen Way
                                        Palo Alto, CA 94304-1030
                                        Attn:    Vice President, Human Resources

or to such other address as either party furnishes to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

     (h) This Agreement shall constitute the entire agreement between
Employee and the Company concerning the subject matter of this Agreement.

     (i) The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California without
giving effect to

<PAGE>

the provisions, principles or policies thereof relating to choice or conflict of
laws. The invalidity or unenforceability of any provision of this Agreement in
any circumstance shall not affect the validity or enforceability of such
provision in any other circumstance or the validity or enforceability of any
other provision of this Agreement, and, except to the extent such provision is
invalid or unenforceable, this Agreement shall remain in full force and effect.
Any provision in this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating or affecting the
remaining provisions hereof in such jurisdiction, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. This Section 6(i) shall
survive any termination of this Agreement.

     (j) This Agreement may be terminated by the Company pursuant to a
resolution adopted by the Board at any time prior to a Potential Change in
Control Date. After a Change in Control Date or a Potential Change in Control
Date, this Agreement may only be terminated with the consent of Employee.

     (k) No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement and this Agreement
shall supersede all prior agreements, negotiations, correspondence, undertakings
and communications of the parties, oral or written, with respect to the subject
matter hereof including, without limitation, the Amended and Restated Change in
Control Agreement between Employee and the Company dated as of April 2, 1999.

     (l) In the event that the Company becomes party to a transaction that
is intended to qualify for "pooling of interests" accounting treatment and,
but for one or more of the provisions of this Agreement would so qualify, then
this Agreement shall be interpreted so as to preserve such accounting treatment,
and to the extent that any provision of this Agreement would disqualify the
transaction from pooling of interests accounting treatment, then such provision
shall be null and void. All determinations to be made in connection with the
preceding sentence shall be made by the independent accounting firm whose
opinion with respect to "pooling of interests" treatment is required as a
condition to the Company's consummation of such transaction.

     IN WITNESS WHEREOF, the parties acknowledge that they have read and
understand the terms of this Agreement and have executed this Agreement to be
effective as of February 25, 2000.

         VARIAN, INC.                               EMPLOYEE



         /S/ ARTHUR W. HOMAN                        /S/ C. WILSON RUDD
         ---------------------------------          ---------------------------
By:      Arthur W. Homan                            C. Wilson Rudd
Title:   Vice President, General Counsel
         and Secretary