EXHIBIT 10.17

                       [AGILENT TECHNOLOGIES LETTERHEAD]

Date:         February 26, 2002

To:           Alain Couder

From:         Ned Barnholt

Subject:      Separation from Agilent Technologies

The following documents our verbal agreement regarding your resignation as
Executive Vice President and Chief Operating Officer effective March 1, 2002,
and your termination of employment from Agilent Technologies on or before May
31, 2002.

When we decided that you would look for opportunities to be a CEO outside
Agilent, you agreed to continue in the role of COO during Agilent's search for
your replacement. Your replacement has been identified, thus your last day as
COO will be March 1, 2002.

On March 4, 2002, you will begin taking time off using a combination of your
earned Flexible Time Off (FTO) and time off without pay. Your employment with
Agilent may not extend beyond May 31, 2002. Should you secure employment with
another firm, your employment will be terminated effective on your acceptance of
new employment. During this time, you shall make yourself available to Agilent
upon request to assist in the transition of your former workload to other
employees, to answer any questions regarding matters assigned to you prior to
the effective date of your resignation, and to otherwise assist Agilent in
transferring your responsibilities to others within the company.

Although you may not be actively performing work for Agilent from March 1, 2002
through May 31, 2002, as an employee of Agilent you remain subject to the
Standards of Business Conduct.

As discussed, Agilent commits the following:

   1. Agilent will pay to you a severance bonus payment in the gross amount of
      $2,000,000, to be reduced by applicable withholding. This bonus payment
      will be paid to you after a signed Settlement Agreement & General Release,
      in substantially the form attached, becomes effective, after the lapse of
      all time periods contemplated by the release.


<PAGE>
   2. On your termination date, all unvested stock options will be accelerated
      and vested. The post-termination exercise period will be three months.

   3. Medical coverage, Deferred Compensation, 401(k) Plan, and Excess Benefit
      Plan monies, as well as any other benefits not mentioned above, will be
      treated in accordance with then-existing plan documents for a standard
      termination.

In addition, in the unlikely event of death prior to your termination, your
stock options would be treated in accordance with the then-existing plan
document. Other benefits such as Medical coverage, Deferred Compensation, 401(k)
Plan, and Excess Benefit Plan monies will be treated in accordance with
then-existing plan documents.

You agree that you will not disclose the existence or contents of this letter or
any past or future related discussions or documentation to anyone other than
your spouse and/or personal advisors until Agilent makes any required disclosure
of this agreement and the Settlement Agreement and General Release, currently
contemplated to be filed as part of its Q2 10-Q in early June, 2002.

Alain, thank you for your contributions to the creation and successes of Agilent
Technologies. Best wishes in your next endeavors.

Sincerely,



Ned Barnholt



I agree to the terms and conditions as set forth in this letter and understand
that the terms cannot modified except in writing by Agilent's Chief Executive
Officer.


/s/ ALAIN COUDER
--------------------------------
Alain Couder


                                        2