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                                                                   EXHIBIT 10.16

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

         This Change of Control Severance Agreement (the "AGREEMENT") is entered
into this 27 day of November, 2002 (the "Effective Date") between Edward W.
Barnholt ("Executive") and Agilent Technologies, Inc., a Delaware corporation
(the "COMPANY"). This Agreement is intended to provide Executive with the
compensation and benefits described herein upon the occurrence of specific
events following a change of control of the ownership of the Company (defined as
"Change of Control").

                                    RECITALS

         A.       As is the case with most, if not all, publicly traded
businesses, it is expected that the Company from time to time may consider or
may be presented with the need to consider the possibility of an acquisition by
another company or other change in control of the ownership of the Company. The
Board of Directors of the Company (the "Board") recognizes that such
considerations can be a distraction to Executive and can cause the Executive to
consider alternative employment opportunities or to be influenced by the impact
of a possible change in control of the ownership of the Company on Executive's
personal circumstances in evaluating such possibilities. The Board has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication and objectivity of
Executive, notwithstanding the possibility, threat or occurrence of a Change of
Control of the Company.

         B.       The Board believes that it is in the best interests of the
Company and its shareholders to provide Executive with an incentive to continue
his or her employment and to motivate Executive to maximize the value of the
Company upon a Change of Control for the benefit of its shareholders.

         C.       The Board believes that it is important to provide Executive
with certain benefits upon Executive's termination of employment in certain
instances upon or following a Change of Control that provide Executive with
enhanced financial security and incentive and encouragement to Executive to
remain with the Company notwithstanding the possibility of a Change of Control.

         D.       At the same time, the Board expects the Company to receive
certain benefits in exchange for providing Executive with this measure of
financial security and incentive under the Agreement. Therefore, the Board
believes that the Executive should provide various specific commitments which
are intended to assure the Company that Executive will not direct Executive's
skills, experience and knowledge to the detriment of the Company for a period
not to exceed the period during which payments are being made to Executive under
this Agreement.

         E.       Certain capitalized terms used in this Agreement are defined
in Article VII.

         The Company and Executive hereby agree as follows:

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                                   ARTICLE I.

                            EMPLOYMENT BY THE COMPANY

         1.1      Executive is currently employed as President, Chief Executive
Officer and Chairman of the Board of the Company.

         1.2      This Agreement shall remain in full force and effect
commencing on the Effective Date so long as Executive is employed by Company;
provided, however, that the rights and obligations of the parties hereto
contained in Articles III through VIII shall survive any termination for the
longer of (i) thirty-six (36) months following a Termination Event (as
hereinafter defined) (the "Term") or (ii) such longer period provided for in
this Agreement.

         1.3      The Company and Executive each agree and acknowledge that
Executive is employed by the Company as an "at-will"employee and that either
Executive or the Company has the right at any time to terminate Executive's
employment with the Company, with or without cause or advance notice, for any
reason or for no reason. The Company and Executive wish to set forth the
compensation and benefits which Executive shall be entitled to receive in the
event that Executive's employment with the Company terminates under the
circumstances described in Article II of this Agreement.

         1.4      The duties and obligations of the Company to Executive under
this Agreement shall be in consideration for Executive's past services to the
Company, Executive's continued employment with the Company, Executive's
compliance with the obligations described in Section 4.2, and Executive's
execution of the general waiver and release described in Section 4.3. The
Company and Executive agree that Executive's compliance with the obligations
described in Section 4.2 and Executive's execution of the general waiver and
release described in Section 4.3 are preconditions to Executive's entitlement to
the receipt of benefits under this Agreement and that these benefits shall not
be earned unless all such conditions have been satisfied through the scheduled
date of payment. The Company hereby declares that it has relied upon Executive's
commitments under this Agreement to comply with the requirements of Article IV,
and would not have been induced to enter into this Agreement or to execute this
Agreement in the absence of such commitments.

                                  ARTICLE II.

                               TERMINATION EVENTS

         2.1      INVOLUNTARY TERMINATION UPON OR FOLLOWING CHANGE OF CONTROL.

                  (a)      In the event Executive's employment with the Company
and its subsidiaries is involuntarily terminated at any time by the Company
without Cause either at the time of or within twenty-four (24) months following
the occurrence of a Change of Control, such termination of employment will be a
Termination Event and the Company shall pay Executive the compensation and
benefits described in Article III.

                  (b)      In the event Executive's employment with the Company
and its subsidiaries is either involuntarily terminated by the Company with
Cause at any time, or is involuntarily terminated by the Company without Cause
at any time other than either at the time of

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or within twenty-four (24) months following the occurrence of a Change of
Control, then such termination of employment will not be a Termination Event,
Executive will not be entitled to receive any payments or benefits under the
provisions of this Agreement, and the Company will cease paying compensation or
providing benefits to Executive as of Executive's termination date.

         2.2      VOLUNTARY TERMINATION UPON OR FOLLOWING CHANGE OF CONTROL.

                  (a)      Executive may voluntarily terminate his employment
with the Company and its subsidiaries at any time. In the event Executive
voluntarily terminates his employment within three (3) months of the occurrence
of an event constituting Good Reason and on account of an event constituting
Good Reason, which event occurs either at the time of or within twenty-four (24)
months following the occurrence of a Change of Control, then such termination of
employment will be a Termination Event and the Company shall pay Executive the
compensation and benefits described in Article III.

                  (b)      In the event (i) Executive voluntarily terminates his
employment for any reason other than on account of an event constituting Good
Reason under the circumstances described in Section 2.2(a), or (ii) Executive's
employment terminates on account of either death or physical or mental
disability, then such termination of employment will not be a Termination Event,
Executive will not be entitled to receive any payments or benefits under the
provisions of this Agreement, and the Company will cease paying compensation or
providing benefits to Executive as of the Executive's termination date.

                                  ARTICLE III.

                        COMPENSATION AND BENEFITS PAYABLE

         3.1      RIGHT TO BENEFITS. If a Termination Event occurs, Executive
shall be entitled to receive the benefits described in this Agreement so long as
Executive complies with the restrictions and limitations set forth in Article
IV. If a Termination Event does not occur, Executive shall not be entitled to
receive any benefits described in this Agreement, except as otherwise
specifically set forth herein.

         3.2      SALARY CONTINUATION. Upon the occurrence of a Termination
Event, Executive shall receive three times the sum of Executive's Base Salary
and Target Bonus, less any applicable withholding of federal, state or local
taxes. Such salary and bonus continuation shall be paid in equal semi-annual
installments over the three year period following the date of the Termination
Event.

         3.3      HEALTH INSURANCE COVERAGE. Following the occurrence of a
Termination Event, to the extent permitted by the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA") and by the Company's group health insurance
policies, Executive and his covered dependents will be eligible to continue
their health insurance benefits at their own expense. If Executive elects COBRA
continuation, the Company shall pay Executive and his covered dependents' COBRA
continuation premiums for twelve (12) months following the date of the
Termination Event, provided that the Company's obligation to make such payments
shall cease immediately to the extent that Executive and/or his covered
dependents are no longer entitled to

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receive COBRA continuation coverage. Executive agrees to notify a duly
authorized officer of the Company, in writing, immediately upon Executive or a
covered dependent beginning to receive health benefits from another source, or
as otherwise required by COBRA.

         This Section 3.3 provides only for the Company's payment of COBRA
continuation premiums for the periods specified above. This Section 3.3 does not
affect the rights of Executive or Executive's covered dependents under any
applicable law with respect to health insurance continuation coverage.

         3.4      STOCK AWARD ACCELERATION. Executive's stock options which are
outstanding as of the date of the Termination Event (the "Stock Options") shall
become fully vested upon the occurrence of the Termination Event and exercisable
so long as Executive complies with the restrictions and limitations set forth in
Article IV. The maximum period of time during which the Stock Options shall
remain exercisable, and all other terms and conditions of the Stock Options,
shall be as specified in the relevant Stock Option agreements and relevant stock
plans under which the Stock Option were granted. The term "Stock Options" shall
not include any rights of the Executive under the Company's employee stock
purchase plan.

         Executive's restricted stock awards that are outstanding as of the date
of the Termination Event ("Restricted Stock") shall become fully vested and free
from any contractual rights of the Company to repurchase or otherwise reacquire
the Restricted Stock as a result of Executive's termination of employment. All
shares of Restricted Stock which have not yet been delivered to Executive or his
designee (whether because subject to joint escrow instructions or otherwise)
shall be promptly delivered to Executive or his designee upon the occurrence of
a Termination Event.

         3.5      BONUS. If a Termination Event occurs, Executive shall receive
a bonus for the performance period in which the Termination Event occurs. The
amount of the bonus shall be equal to the amount of the bonus the Executive
would have been paid had the Executive continued his employment with the Company
until the end of such performance period multiplied by a fraction in which (i)
the numerator is the number of days from and including the first day of the
performance period until and including the date of the Termination Event, and
(ii) the denominator is the number of days in the performance period. Such bonus
shall be paid on the date Executive would have received the bonus if the
Termination Event had not occurred during such performance period. Executive's
rights to the payment provided in this Section 3.5 shall not be terminated by
the application of Section 4.2 of this Agreement.

         3.6      MITIGATION. Except as otherwise specifically provided herein,
Executive shall not be required to mitigate damages or the amount of any payment
provided under this Agreement by seeking other employment or otherwise, nor
shall the amount of any payment provided for under this Agreement be reduced by
any compensation earned by Executive as a result of employment by another
employer or by retirement benefits after the date of the Termination Event, or
otherwise.

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                                  ARTICLE IV.

         LIMITATIONS AND CONDITIONS ON BENEFITS; AMENDMENT OF AGREEMENT

         4.1      REDUCTION IN PAYMENTS AND BENEFITS; WITHHOLDING TAXES. The
benefits provided under this Agreement are in lieu of any benefit provided under
any other severance plan, program or arrangement of the Company in effect at the
time of a Termination Event. The Company shall withhold appropriate federal,
state or local income, employment and other applicable taxes from any payments
hereunder.

         4.2      OBLIGATIONS OF THE EXECUTIVE.

                  (a)      For two years following the Termination Event,
Executive agrees not to personally solicit any of the employees either of the
Company or of any entity in which the Company directly or indirectly possesses
the ability to determine the voting of 50% or more of the voting securities of
such entity (including two-party joint ventures in which each party possesses
50% of the total voting power of the entity) to become employed elsewhere or
provide the names of such employees to any other company which Executive has
reason to believe will solicit such employees.

                  (b)      Following the occurrence of a Termination Event,
Executive agrees to continue to satisfy his obligations under the terms of the
Company's standard form of Proprietary Information and Non-Disclosure Agreement
previously executed by Executive (or any comparable agreement subsequently
executed by Executive in substitution or supplement thereto). Executive's
obligations under this Section 4.2(b) shall not be limited to the Term.

                  (c)      Executive acknowledges and recognizes the highly
competitive nature of the businesses of the Company and its affiliates and
accordingly agrees that for one year following the Termination Event, Executive
will not, whether on Executive's own behalf or on behalf of or in conjunction
with any person, company, business entity or other organization whatsoever,
directly or indirectly, either (i) engage in any business which is a Competitive
Business, or (ii) enter the employ of, or render any services to, any person or
entity (or any division of any person or entity) which engages in a Competitive
Business. For purposes of this Agreement, the term "Competitive Business" shall
include any person or entity that competes with any business of the Company or
its affiliates at the time of the Termination Event (including, without
limitation, businesses which the Company or its affiliates have specific plans
at the time of the Termination Event to conduct in the future and as to which
plans Executive is aware at that time) in any geographical area where the
Company or its affiliates manufacture, sell, lease, rent, license, or otherwise
provide their products or services (including, without limitation, geographical
areas where the Company or its affiliates have specific plans at the time of the
Termination Event to engage in one or more such activities and as to which plans
Executive is aware at that time). Notwithstanding the preceding sentence, a
person or entity shall be treated as a Competitive Business for purposes of this
Agreement only if the Company includes such person or entity (which, unless
otherwise specified by the Company, shall be considered to include all of the
subsidiaries and other affiliates of such listed person or entity) on a list to
be prepared by the Company at or shortly after the time of the Termination
Event, the list is provided to the Executive, and the Company's list shall
include no more than 15 persons and entities.

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                  Notwithstanding any provision in this Agreement to the
contrary, it shall not be a violation of this Section 4.2(c) if any one or more
of the following shall occur:

                  (1) Executive may own, directly or indirectly, solely as a
passive investment, securities of any person engaged in a Competitive Business,
which securities are publicly traded on a national or regional stock exchange or
on the over-the-counter market if Executive (A) is not a controlling person of,
or a member of a group which controls, such person, and (B) does not, directly
or indirectly, own 5% or more of any class of securities of such person.

                  (2) If Executive is providing services to or for the benefit
of an entity which has portions of its business which constitute a Competitive
Business and portions of which do not constitute a Competitive Business,
Executive may provide services to such entity so long as Executive does not
provide services, directly or indirectly, to or for the benefit of such
Competitive Business.

                  (3) If Executive is providing services to or for the benefit
of an entity which does not engage in a Competitive Business, and such entity
subsequently is acquired by a person or entity which does engage in a
Competitive Business, Executive may continue such employment so long as
Executive does not personally engage, directly or indirectly, in such
Competitive Business or otherwise advise or assist such Competitive Business.

                  (d)      It is expressly understood and agreed that although
Executive and the Company consider the restrictions contained in this Section 4
to be reasonable, if a final judicial determination is made by a court of
competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against Executive,
the provisions of this Agreement shall not be rendered void, but shall be deemed
amended to apply as to such maximum time or territory and to such maximum extent
as such court may judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any restriction
contained in this Agreement is unenforceable, and such restriction cannot be
amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.

                  (e)      Executive acknowledges and agrees that the Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 4.2(a), Section 4.2(b), or Section 4.2(c) would be inadequate and, in
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this Agreement and, with respect to a breach
or threatened breach of Section 4.2(a) or Section 4.2(b) only, obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction, or any other equitable remedy which may then
be available.

         4.3      EMPLOYEE RELEASE PRIOR TO RECEIPT OF BENEFITS. Upon the
occurrence of a Termination Event, and prior to the receipt of any benefits
under this Agreement on account of the occurrence of a Termination Event,
Executive shall, as of the date of a Termination Event, execute an employee
release substantially in the form attached hereto as Exhibit A as shall be
determined by the Company. Such employee release shall specifically relate to
all of Executive's rights and claims in existence at the time of such execution
relating to Executive's

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employment with the Company, but shall not include (i) Executive's rights under
this Agreement; (ii) Executive's rights under any employee benefit plan
sponsored by the Company; or (iii) Executive's rights to indemnification under
the Company's bylaws or other governing instruments or under any agreement
addressing such subject matter between Executive and the Company. It is
understood that Executive has twenty-one (21) days to consider whether to
execute such employee release and Executive may revoke such employee release
within seven (7) business days after execution of such employee release. In the
event Executive does not execute such employee release within the twenty-one
(21) day period, or if Executive revokes such employee release within the seven
(7) business day period, no benefits shall be payable under this Agreement and
this Agreement shall be null and void. Nothing in this Agreement shall limit the
scope or time of applicability of such employee release once it is executed and
not timely revoked.

         4.4      GOLDEN PARACHUTE PAYMENTS. In the event that any payment
received or to be received by Executive pursuant to this Agreement or otherwise
but determined without regard to any additional payments required under this
Section 4.4 "Payment"), would be subject to the excise tax imposed by Section
4999 of the Code, or any comparable federal, state, local or foreign excise tax
(such excise tax, together with any interest and penalties, is hereinafter
collectively referred to as the "Excise Tax"), then Executive shall be entitled
to receive an additional payment from the Company ("Gross-Up Payment") in such
an amount that after the payment of all taxes (including, without limitation,
any interest and penalties on such taxes and the Excise Tax) on the Payment and
on the Gross-Up Payment, Executive shall retain an amount equal to the Payment
minus all applicable taxes on the Payment (excluding the Excise Tax). The intent
of the parties is that the Company shall be solely responsible for, and shall
pay, any Excise Tax on the Payment and Gross-Up Payment and any income,
employment and other taxes (including, without limitation, penalties and
interest) imposed on any Gross-Up Payment (as well as any loss of tax deduction
caused by the Payment or the Gross-Up Payment). Unless the Company and Executive
otherwise agree in writing, all determinations required to be made under this
Section 4.4 and the assumptions to be utilized in arriving at such
determinations shall be made in writing in good faith by independent tax counsel
designated by the Company and reasonably acceptable to Executive ("Independent
Tax Counsel"). For purposes of making the calculations required by this Section
4.4, Independent Tax Counsel may make reasonable assumptions and approximations
concerning the application of Sections 280G and 4999 of the Code. The Company
and Executive shall furnish to Independent Tax Counsel such information and
documents as Independent Tax Counsel may reasonably request in order to make a
determination under this Section 4.4. The Company shall bear all costs that
Independent Tax Counsel may reasonably incur in connection with any calculations
contemplated by this Section 4.4.

         4.5      AMENDMENT OR TERMINATION OF THIS AGREEMENT. This Agreement may
be changed or terminated only upon the mutual written consent of the Company and
Executive. The written consent of the Company to a change or termination of this
Agreement must be signed by an authorized officer of the Company, after such
change or termination has been approved by the Company's Board of Directors or
the Compensation Committee of the Company's Board of Directors.

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                                   ARTICLE V.

                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

         5.1      NONEXCLUSIVITY. Nothing in the Agreement shall prevent or
limit Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Company and for which Executive may otherwise qualify, nor shall anything herein
limit or otherwise affect such rights as Executive may have under any stock
option or other agreements with the Company; provided, however, that in
accordance with Section 4.1, any benefits provided hereunder shall be in lieu of
any other severance benefits to which Executive may otherwise be entitled,
including without limitation, under any employment contract or severance plan.
Except as otherwise expressly provided herein, amounts which are vested benefits
or which Executive is otherwise entitled to receive under any plan, policy,
practice or program of the Company at or subsequent to the date of a Termination
Event shall be payable in accordance with such plan, policy, practice or
program.

         5.2      EMPLOYMENT STATUS. This Agreement does not constitute a
contract of employment or impose on Executive any obligation to remain as an
employee, or impose on the Company any obligation (i) to retain Executive as an
employee, (ii) to change the status of Executive as an at-will employee, or
(iii) to change the Company's policies regarding termination of employment.

                                  ARTICLE VI.

                           NON-ALIENATION OF BENEFITS

         No benefit hereunder shall be subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do
so shall be void.

                                  ARTICLE VII.

                                   DEFINITIONS

         For purposes of the Agreement, the following terms shall have the
meanings set forth below:

         7.1      "AGREEMENT" means this Change of Control Severance Agreement.

         7.2      "BASE SALARY" means Executive's annual salary (excluding
bonus, any other incentive or other payments and stock option exercises) from
the Company at the time of the occurrence of the Change of Control or a
Termination Event, whichever is greater.

         7.3      "CAUSE" means misconduct, including but not limited to: (i)
conviction of any felony or any crime involving moral turpitude or dishonesty
which has a material adverse effect on the Company's business or reputation;
(ii) repeated unexplained or unjustified absences from the Company; (iii)
refusal or willful failure to act in accordance with any specific lawful
direction or order of the Company or stated written policy of the Company which
has a material adverse effect on the Company's business or reputation; (iv) a
material and willful violation of any state or federal law which if made public
would materially injure the business or reputation

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of the Company as reasonably determined by the Board; (v) participation in a
fraud or act of dishonesty against the Company which has a material adverse
effect on the Company's business or reputation; (vi) conduct by Executive which
the Board determines demonstrates gross unfitness to serve; or (vii)
intentional, material violation by Executive of any contract between Executive
and the Company or any statutory duty of Executive to the Company that is not
corrected within thirty (30) days after written notice to Executive thereof.
Whether or not the actions or omissions of Executive constitute "Cause" within
the meaning of this Section 7.3 shall be decided by the Board based upon a
reasonable good faith investigation and determination. Physical or mental
disability shall not constitute "Cause."

         7.4      "CHANGE OF CONTROL" means the occurrence of any of the
following events:

                  (i)      The sale, exchange, lease or other disposition or
transfer of all or substantially all of the consolidated assets of the Company
to a person or group (as such terms are defined or described in Sections 3(a)(9)
and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) which will continue the business of the Company in the future; or

                  (ii)     A merger or consolidation involving the Company in
which the shareholders of the Company immediately prior to such merger or
consolidation are not the beneficial owners (within the meaning of Rules 13d-3
and 13d-5 promulgated under the Exchange Act) of more than 75% of the total
voting power of the outstanding voting securities of the corporation resulting
from such transaction in substantially the same proportion as their ownership of
the total voting power of the outstanding voting securities of the Company
immediately prior to such merger or consolidation; or

                  (iii)    The acquisition of beneficial ownership (within the
meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of at least
25% of the total voting power of the outstanding voting securities of the
Company by a person or group (as such terms are defined or described in Sections
3(a)(9) and 13(d)(3) of the Exchange Act).

         7.5      "COMPANY" means Agilent Technologies, Inc., a Delaware
corporation, and any successor thereto.

         7.6      "GOOD REASON" means (i) reduction of Executive's rate of
compensation as in effect immediately prior to the Effective Date of this
Agreement or in effect immediately prior to the occurrence of a Change of
Control, whichever is greater, other than reductions in Base Salary that apply
broadly to employees of the Company or reductions due to varying metrics and
achievement of performance goals for different periods under variable pay
programs; (ii) either (A) failure to provide a package of benefits which, taken
as a whole, provides substantially similar benefits to those in which the
Executive is entitled to participate immediately prior to the occurrence of the
Termination Event (except that employee contributions may be raised to the
extent of any cost increases imposed by third parties) or (B) any action by the
Company which would significantly and adversely affect Executive's participation
or reduce Executive's benefits under any of such plans, other than changes that
apply broadly to employees of the Company; (iii) change in Executive's duties,
responsibilities, authority, job title, or reporting relationships resulting in
a significant diminution of position, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith which is remedied by
the Company

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promptly after notice thereof is given by Executive; (iv) request that Executive
relocate to a worksite that is more than 35 miles from his prior worksite,
unless Executive accepts such relocation opportunity; (v) failure or refusal of
a successor to the Company to assume the Company's obligations under this
Agreement, as provided in Section 8.7; or (vi) material breach by the Company or
any successor to the Company of any of the material provisions of this
Agreement. For purposes of clause (iii) of the immediately preceding sentence,
Executive's duties, responsibilities, authority, job title or reporting
relationships shall not be considered to be significantly diminished (and
therefore shall not constitute "Good Reason") so long as Executive continues to
perform substantially the same functional role for the Company as Executive
performed immediately prior to the occurrence of the Change of Control, even if
the Company becomes a subsidiary or division of another entity.

         7.7      "TARGET BONUS" means that amount (expressed as a percentage of
Executive's Base Salary) equal to Executive's "target bonus" as defined under
the terms of the Company's Performance-Based Compensation Plan for Covered
Employees (or the comparable term or standard under the Company's cash incentive
plan in effect at the time of Executive's Termination Event if the
Performance-Based Compensation Plan for Covered Employees is no longer in effect
at such time) as set for the Executive by the Compensation Committee of the
Board of Directors or other authorized body covering the twelve month period
ending at the end of the performance period during which Executive's Termination
Event occurs, regardless of whether or not, or to what degree, the actual
performance objectives have been met.

         7.8      "TERMINATION EVENT" means an involuntary termination of
employment described in Section 2.1(a) or a voluntary termination of employment
described in Section 2.2(a). No other event shall be a Termination Event for
purposes of this Agreement.

                                 ARTICLE VIII.

                               GENERAL PROVISIONS

         8.1      NOTICES. Any notices provided hereunder must be in writing and
such notices or any other written communication shall be deemed effective upon
the earlier of personal delivery (including personal delivery by telex or
facsimile) or the third day after mailing by first class mail, to the Company at
its primary office location and to Executive at Executive's address as listed in
the Company's payroll records. Any payments made by the Company to Executive
under the terms of this Agreement shall be delivered to Executive either in
person or at such address as listed in the Company's payroll records.

         8.2      SEVERABILITY. It is the intent of the parties to this
Agreement that whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.

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         8.3      WAIVER. If either party should waive any breach of any
provisions of this Agreement, that party shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.

         8.4      COMPLETE AGREEMENT. This Agreement, including Exhibit A,
constitutes the entire agreement between Executive and the Company and it is the
complete, final, and exclusive embodiment of their agreement with regard to this
subject matter. It is entered into without reliance on any promise or
representation other than those expressly contained herein.

         8.5      COUNTERPARTS. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.

         8.6      HEADINGS. The headings of the Articles and Sections hereof are
inserted for convenience only and shall neither be deemed to constitute a part
hereof nor to affect the meaning thereof.

         8.7      SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors, assigns, heirs, executors and administrators,
except that Executive may not delegate any of Executive's duties hereunder and
may not assign any of Executive's rights hereunder without the written consent
of the Company, which consent shall not be withheld unreasonably. Any successor
to the Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company's business and/or assets shall assume the Company's obligations under
this Agreement in the same manner and to the same extent as the Company would be
required to perform such obligations in the absence of a succession. For all
purposes under this Agreement, the term "Company" shall include any successor to
the Company's business and/or assets, whether or not such successor executes and
delivers an assumption agreement referred to in the preceding sentence or
becomes bound by the terms of this Agreement by operation of law or otherwise.

         8.8      ATTORNEY FEES. If either party hereto brings any action to
enforce such party's rights hereunder, the prevailing party in any such action
shall be entitled to recover such party's reasonable attorneys' fees and costs
incurred in connection with such action.

         8.9      ARBITRATION. In order to ensure rapid and economical
resolution of any dispute which may arise under this Agreement, Executive and
the Company agree that any and all disputes or controversies, arising from or
regarding the interpretation, performance, enforcement or termination of this
Agreement shall submitted to JAMS for non-binding mediation. If complete
agreement cannot be reached within 60 days after the date of submission to
mediation, any remaining issues will be submitted to JAMS to be resolved by
final and binding arbitration under the JAMS Arbitration Rules and Procedures
for Employment Disputes. The reference to JAMS shall refer to any successor to
JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, THE COMPANY AND EXECUTIVE
ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO JURY TRIAL OF ANY DISPUTE
COVERED BY THIS AGREEMENT.

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<PAGE>

8.10     CHOICE OF LAW. All questions concerning the construction, validity and
         interpretation of this Agreement will be governed by the law of the
         State of California.

8.11     CONSTRUCTION OF PLAN. In the event of a conflict between the text of
         the Agreement and any summary, description or other information
         regarding the Agreement, the text of the Agreement shall control.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year written above.

AGILENT TECHNOLOGIES, INC.,
A DELAWARE CORPORATION                               EDWARD W. BARNHOLT

By:  /s/ D. Craig Nordlund                           /s/ Edward W. Barnholt
     ------------------------------------            ----------------------
Name:    D. Craig Nordlund                           Signature
Title:   Senior Vice President,
         General Counsel and Secretary

Exhibit A: Employee General Release

                                     - 12 -

<PAGE>

                                   EXHIBIT A

<PAGE>

                                                                    CONFIDENTIAL

                          GENERAL RELEASE AND AGREEMENT

This General Release and Agreement (the "Agreement") is made and entered into by
Edward W. Barnholt ("Executive"). The Agreement is part of an agreement between
Executive and Agilent Technologies, Inc. ("Agilent') to terminate Executive's
employment with Agilent on terms that are satisfactory both to Agilent and to
Executive. Therefore, Executive agrees as follows:

1.       Executive agrees to attend a Functional Exit Interview on ____________,
         20__ at which time all company property and identification will be
         turned in and the appropriate personnel documents will be executed.
         Thereafter, Executive agrees to do such other acts as may be reasonably
         requested by Agilent in order to effectuate the terms of this
         agreement. Executive agrees to remove all personal effects from his
         current office within seven days of signing this agreement and in any
         event not later than ___________, 20__.

2.       Executive agrees not to make any public statement or statements to the
         press concerning Agilent, its business objectives, its management
         practices, or other sensitive information without first receiving
         Agilent's written approval. Executive further agrees to take no action
         which would cause Agilent or its employees or agents any embarrassment
         or humiliation or otherwise cause or contribute to Agilent's or any
         such person's being held in disrepute by the general public or
         Agilent's employees, clients, or customers.

3.       Executive, on behalf of Executive's heirs, estate, executors,
         administrators, successors and assigns does fully release, discharge,
         and agree to hold harmless Agilent, its officers, agents, employees,
         attorneys, subsidiaries, affiliated companies, successors and assigns
         from all actions, causes of action, claims, judgments, obligations,
         damages, liabilities, costs, or expense of whatsoever kind and
         character which he may have, INCLUDING BUT NOT LIMITED TO;

         a.       any claims relating to employment discrimination on account of
                  race, sex, age, national origin, creed, disability, or other
                  basis, whether or not arising under the Federal Civil Rights
                  Acts, the Age Discrimination in Employment Act, California
                  Fair Employment and Housing Act, the Rehabilitation Act of
                  1973, the Americans With Disabilities Act, any amendments to
                  the foregoing laws, or any other federal, state, county,
                  municipal, or other law, statute, regulation or order relating
                  to employment discrimination;

         b.       any claims relating to pay or leave of absence arising under
                  the Fair Labor Standards Act, the Family Medical Leave Act,
                  and any similar laws enacted in California;

         c.       any claims for reemployment, salary, wages, bonuses, vacation
                  pay, stock options, acquired rights, appreciation from stock
                  options, stock appreciation rights, benefits or other
                  compensation of any kind;

                                      - 1 -

<PAGE>

         d.       any claims relating to, arising out of, or connected with
                  Executive's employment with Agilent, whether or not the same
                  be based upon any alleged violation of public policy;
                  compliance (or lack thereof) with any internal Agilent policy,
                  procedure, practice or guideline; or any oral, written.
                  express, and/or implied employment contract or agreement, or
                  the breach of any terms thereof, including but not limited to,
                  any implied covenant of good faith and fair dealing; or any
                  federal, state, county or municipal law, statute, regulation,
                  or order whether or not relating to labor or employment; AND

         e.       any claims relating to, arising out of, or connected with any
                  other matter or event occurring prior to the execution of this
                  Agreement whether or not brought before any judicial,
                  administrative, or other tribunal.

4.       Executive represents and warrants that Executive has not assigned any
         such claim or authorized any other person or entity to assert such
         claim on Executive's behalf. Further, Executive agrees that under this
         Agreement Executive waives any claim for damages incurred at any time
         in the future because of alleged continuing effects of past wrongful
         conduct involving any such claims and any right to sue for injunctive
         relief against the alleged continuing effects of past wrongful conduct
         involving such claims.

5.       In entering into this Agreement, the parties have intended that this
         Agreement be a full and final settlement of all matters, whether or not
         presently disputed, that could have arisen between them.

6.       EXECUTIVE UNDERSTANDS AND EXPRESSLY AGREES THAT THIS AGREEMENT EXTENDS
         TO ALL CLAIMS OF EVERY NATURE AND KIND WHATSOEVER, KNOWN OR UNKNOWN,
         SUSPECTED OR UNSUSPECTED, PAST OR PRESENT AND ALL RIGHTS UNDER SECTION
         1542 OF THE CALIFORNIA CIVIL CODE AND/OR ANY SIMILAR STATUTE OR LAW OR
         ANY OTHER JURISDICTION ARE HEREBY EXPRESSLY WAIVED. Such section reads
         as follows:

                  Section 1542. A general release does not extend to claims
                  which the creditor does not know or suspect to exist in his
                  favor at the time of executing the release, which if known by
                  him must have materially affected his settlement with the
                  debtor."

7.       It is expressly agreed that the claims released pursuant to this
         Agreement include all claims against individual employees of Agilent,
         whether or not such employees were acting within the course and scope
         of their employment.

8.       Executive understands and agrees that, as a condition of this
         Agreement, Executive shall not be entitled to any employment (including
         employment as an independent contractor or otherwise) with Agilent, its
         subsidiaries or related companies, or any successor, and Executive
         hereby waives any right, or alleged right, of employment or
         re-employment with Agilent. Executive further agrees not to apply for
         employment with Agilent in the future and not to institute or join any
         action, lawsuit or proceeding against Agilent, its subsidiaries,
         related companies or successors for any failure to employ Executive. In
         the

                                      - 2 -

<PAGE>

         event Executive should secure such employment, it is agreed that such
         employment is voidable without cause in the sole discretion of Agilent.
         After terminating Executive's employment, should Executive become
         employed by another company which Agilent merges with or acquires after
         the date of this Agreement, Executive may continue such employment only
         if Agilent makes offers of employment to all employees of the acquired
         or merged company.

9.       Executive agrees that the terms, amount and fact of settlement shall be
         confidential until Agilent Technologies needs to make any required
         disclosure of any agreements between Agilent and Executive. Therefore,
         except as may be necessary to enforce the rights contained herein in an
         appropriate legal proceeding or as may be necessary to receive
         professional services from, an attorney, accountant, or other
         professional adviser in order for such adviser to render professional
         services, Executive agrees not to disclose any information concerning
         these arrangements to anyone, including, but not limited to, past,
         present and future employees of Agilent, until such time of the public
         filings.

10.      At Agilent's request, Executive shall cooperate fully in connection
         with any legal matter, proceeding or action relating to Agilent.

11.      The terms of this Agreement are intended by the parties as a final
         expression of their agreement with respect to such terms as are
         included in this Agreement and may not be contradicted by evidence of
         any prior or contemporaneous agreement. The parties further intend that
         this Agreement constitutes the complete and exclusive statement of its
         terms and that no extrinsic evidence whatsoever may be introduced in
         any judicial or other proceeding, if any, involving this Agreement. No
         modification of this Agreement shall be effective unless in writing and
         signed by both parties hereto.

12.      It is further expressly agreed and understood that Executive has not
         relied upon any advice from Agilent Technologies, Inc. and/or its
         attorneys whatsoever as to the taxability, whether pursuant to federal,
         state, or local income tax statutes or regulations or otherwise, of the
         payments made hereunder and that Executive will be solely liable for
         all tax obligations, if any, arising from payment of the sums specified
         herein and shall hold Agilent Technologies, Inc. harmless from any tax
         obligations arising from said payment.

13.      If there is any dispute arising out of or related to this Agreement,
         which cannot be settled by good faith negotiation between the parties,
         such dispute will be submitted to JAMS for non-binding mediation. If
         complete agreement cannot be reached within 60 days of submission to
         mediation, any remaining issues will be submitted to JAMS for final and
         binding arbitration pursuant to JAMS Arbitration Rules and Procedures
         for Employment Disputes. The reference to JAMS shall refer to any
         successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT,
         EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO
         JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

                                      - 3 -

<PAGE>

14.      THE FOLLOWING NOTICE IS PROVIDED IN ACCORDANCE WITH THE PROVISIONS OF
         FEDERAL LAW:

         You have up to twenty-one days (21) days from the date this General
         Release and Agreement is given to you in which to accept its terms,
         although you may accept it any time within those twenty-one days. You
         are advised to consult with an attorney regarding this Agreement. You
         have the right to revoke your acceptance of this Agreement at any time
         within seven (7) days from the date you sign it, and this Agreement
         will not become effective and enforceable until this seven (7) day
         revocation period has expired. To revoke your acceptance, you must send
         a written notice of revocation to Agilent Technologies, Inc.,
         Attention: Senior Vice President and General Counsel located at 395
         Page Mill Road, MS A3-17, Palo Alto, CA 94306 by 5:00 p.m. on or before
         the seventh day after you sign this Agreement.

EXECUTIVE FURTHER STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH
THE ATTORNEY OF EXECUTIVE'S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS
AGREEMENT, THAT EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS
CONSEQUENCES, THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT,
THAT THE ONLY PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED
ABOVE OR IN THAT CHANGE OF CONTROL SEVERANCE AGREEMENT BETWEEN AGILENT AND
EXECUTIVE, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT VOLUNTARILY.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals on
the dates indicated below, and shall become effective as indicated above.

EXECUTIVE

By:______________________________

Name:____________________________

Date:____________________________

                                      - 4 -