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Exhibit 10.30    
    


 
 

AG1LENT TECHNOLOGIES, INC.
  2005 DEFERRED COMPENSATION PLAN
  
  (Amended and Restated Effective September 17, 2007)    
    


        Section 1.    Establishment and Purpose of Plan.    



        The
Agilent Technologies, Inc. 2005 Deferred Compensation Plan was amended and restated effective September 17, 2007. The Plan continues the program of deferred
compensation embodied in the document for the Prior Plan in a manner designed to comply with the requirements of the American Jobs Creation Act of 2004. The rules of this Plan document, rather than
those of the Prior Plan Document, will govern new deferrals. The Plan provides deferred compensation for a select group of management or highly compensated employees as established in Title I
of ERISA. 


        The
Plan is intended to be an unfunded and unsecured deferred compensation arrangement between the Participant and Agilent, in which the Participant agrees to give up a portion of the
Participant's current compensation in exchange for Agilent's unfunded and unsecured promise to make a payment at a future date, as specified in Section 6. Agilent retains the right, as provided
in Section 13, to amend or terminate the Plan at any time. Certain capitalized words used in the text of the Plan are defined in Section 19 in alphabetical order. 


        Section 2.    Participation in the Plan.    


        2.1   All
Eligible Employees are eligible to defer Base Pay, Bonus or LTPP Awards under the Plan if they have Base Pay, at the time of election as specified in
Section 3.1(a), equal to or in excess of the Base Pay Threshold. In addition, the Committee may provide that company contributions may be made to the Plan for the benefit of a Participant under
the terms and conditions as may be specified by Agilent, in any manner Agilent deems appropriate; provided, however, that any such contribution shall comply with Section 409A of the Code, and
any contribution made with respect to a Covered Officer must be consistent with the requirements for deductibility of compensation under Section 162(m) of the Code. 


        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. 


                (a)   Timing
of Base Pay Deferral.    With respect to a deferral of Base Pay, an election to defer Base Pay must be made
before December 31, or such earlier date established by the Committee, of the calendar year preceding the calendar year with respect to which the services associated with such Base Pay is
performed, and in accordance with procedures established by the Committee. Base Pay deferral elections shall be irrevocable on the December 31 of the calendar year preceding the calendar year
with respect to which such election pertains, or such earlier date as Agilent determines in its discretion. Notwithstanding the foregoing, a new Eligible Employee may make an initial deferral election
by the date the Committee specifies after the individual receives enrollment materials; provided, however, that such initial deferral election shall be irrevocable no later than the 31st day after the
individual becomes an Eligible Employee. 


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                (b)   Amount
of Base Pay Deferral.    The percentage that will be deferred from Base Pay for an Eligible Employee is
determined as follows: 


                        (i)    The
Eligible Employee will elect an annual percentage to be deferred from Base Pay. The maximum annual percentage of Base Pay that may be deferred each
calendar year is equal to one hundred percent of the amount that Base Pay exceeds the Base Pay Threshold. 



                        (ii)   The
percentage will be converted into an amount per pay period to be deferred and adjusted as necessary (the "Pay Period Deferral Amount"). 


        3.2   Bonus
Deferrals. 


                (a)   Timing
of Bonus Deferral.    An election to defer Bonuses must be made before December 31, or such earlier
date established by the Committee, of the calendar year preceding the calendar year with respect to which the performance relating to the Bonuses is performed, and in accordance with procedures
established by the Committee. Bonus deferral elections shall be irrevocable on the December 31 of the calendar year preceding the calendar year with respect to which such election pertains, or
such earlier date as Agilent determines in its discretion. Notwithstanding the foregoing, a Participant may elect to defer Bonuses that are performance-based as defined in Treasury Regulation
§ 1.409A-1(e) as the Committee specifies; provided, however, such election shall not be made later than six months prior to the end of the applicable performance period and
such election shall be irrevocable as Agilent determines in its discretion as reflected in the election form. Notwithstanding the foregoing, a new Eligible Employee must make an initial bonus deferral
election by the date the Committee specifies after the individual receives enrollment materials; provided, however, that such initial deferral election shall be irrevocable no later than the 31st day
after the individual becomes an Eligible Employee. 


                (b)   Amount
of Bonus Deferral.    An Eligible Employee may defer any portion, up to 95%, of any Bonus to which he or she
may become entitled, so long as the deferral amount is expressed in terms of a whole percentage point. Once an election is made by an Eligible Employee to defer any portion or all of a Bonus, the
appropriate dollar amount will be withheld from the Bonus when this amount would have otherwise been paid. 


        3.3   LTPP
Deferrals. 


                (a)   Timing
of LTPP Award Deferral.    Participants must make an election to defer an LTPP Award no later than
6 months before the end of the performance period, as provided under Section 409A of the Code. LTPP Award deferral elections shall be irrevocable as Agilent determines in its discretion
as reflected in the election form. 


                (b)   Amount
of Deferral of LTPP Award.    An Eligible Employee may defer any portion, up to 95%, of any LTPP Award to
which he or she may become entitled, so long as the deferral amount is expressed in terms of a whole percentage point; provided, however, if the percentage results in a fractional share, the number of
Shares deferred shall be rounded up to the nearest whole Share. Once an election is made by an Eligible Employee to defer any portion or all of an LTPP Award, the appropriate Shares will be withheld
from the LTPP Award when the Shares would have otherwise have been distributed. 


        3.4   Company
Contributions.    Notwithstanding anything provided in this Section 3 or otherwise in the Plan to the contrary, the
Committee shall have the discretion to provide that company contributions may be made to the Plan for the benefit of a Participant under the terms and conditions as may be specified by Agilent, in any
manner Agilent deems appropriate; provided, however, that any such contribution shall comply with Section 409A of the Code. 


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        Section 4.    Crediting of Deferral Accounts.    


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


        Section 5.    Earnings on the Deferral Account.    



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


        5.2    Hypothetical Investment Options.    Except as otherwise provided in this
Section 5.2, and subject to provisions of Section 4, the Committee may, in its discretion, offer Participants a choice among various Hypothetical Investment Options on which their
Deferral Accounts may be credited. Such a choice is nominal in nature, and grants Participants no real or beneficial interest in any specific fund or property. Provision of a choice among Hypothetical
Investment Options grants the Participant no ability to affect
the actual aggregate investments Agilent may or may not make to cover its obligations under the Plan. Any adjustments Agilent may make in its actual investments for the Plan may only be instigated by
Agilent, and may or may not bear a resemblance to the Participants' hypothetical investment choices on an account-by-account basis. The timing, allowance and frequency of
hypothetical investment choices, and a Participant's ability to change how his or her Deferral Account is credited, is within the sole discretion of the Committee. 


        5.3    Investment Directions.    A Participant may direct the deemed investment of the
Participant's Deferred Amounts among the Hypothetical Investment Options, in the manner prescribed by Agilent at the time of enrollment or re-enrollment. Investment elections shall be in
such minimum percentage amounts with respect to each such option as permitted by Agilent. Notwithstanding any other provision of the Plan to the contrary, all deferrals of non-cash LTPP
Awards shall be deemed to be invested in Shares until such Shares are paid out in accordance with Section 6. 


        5.4    Reinvestment Directions.    On a daily basis, by instructing a third party
administrator that Agilent selects in its discretion in the manner prescribed, a Participant may direct the reinvestment of the Participant's Deferral Accounts among the various Hypothetical
Investment Options; provided, however, that certain reinvestments may be restricted by Agilent, the third party administrator or applicable law. A Participant shall specify the reinvestment amounts of
the Participant's Deferred Account to be invested in such Hypothetical Investment Options. Reinvestment directions shall be in such minimum dollar or percentage amounts as permitted by Agilent or the
third party administrator. 


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Notwithstanding
any other provision of the Plan to the contrary, Participants may not direct the reinvestment of their deferral of non-cash LTPP Awards. 



        5.5    No Investment Directions.    In the event that the Participant fails to direct his
or her investment, a Participant's Deferral Account shall be credited with the deemed return on investment in Vanguard Institutional Index 500 Fund. Notwithstanding the foregoing, all deferrals of
non-cash LTPP Awards shall be deemed to be invested in Shares. 


        Section 6.    Payout to the Participants.    



        6.1    Termination.    The form and commencement of benefit may be made in accordance
with the Participant's election at the time of deferral and this Section 6.1. 


                (a)   Form
of Payout. 


                        (i)    Prior
to January 1, 2008 and if a Participant's Aggregate Deferral Account Balance is equal to or greater than $25,000 on the Termination Date, a
Participant making a valid election under this Section 6.1, and whose Termination Date occurs during the first six (6) months of the calendar year, may elect to receive either
(a) a single lump sum payout in the first pay period in January 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 first pay period in January following the Termination Year. A Participant making a valid election under this Section 6.1, and whose Termination Date
occurs during the second six (6) months of the calendar year, may elect to receive either (a) a single lump sum payout in the first pay period in January of the second year following the
Termination Year, or (b) a payout in annual installments over a five (5) to fifteen (15) year period beginning with the first pay period in January of the second year following
the Termination Year. If, however, Participant's Aggregate Deferral Account Balance is less than $25,000 on the Termination Date, then the Participant may receive a single lump sum payout at the first
pay period in January following the Termination Year; provided, that if the Termination Date occurs within the second six months of the calendar year, payment of such of such lump sum will be made in
the first pay period in January of the second year following the Termination Year. 


                        (ii)   On
or after January 1, 2008 and if a Participant's Aggregate Deferral Account Balance is equal to or greater than $25,000 on the Termination Date,
a Participant making a valid election under this Section 6.1, and whose Termination Date occurs during the first six (6) months of the calendar year, may elect to receive either
(a) a single lump sum payout in January of the year following the Termination Year, or (b) a payout in annual installments over a five (5) to fifteen (15) year period
beginning in the January following the Termination Year. A Participant making a valid election under this Section 6.1, and whose Termination Date occurs during the second six (6) months
of the calendar year, may elect to receive either (a) a single lump sum payout in the July of the year following the Termination Year, or (b) a payout in annual installments over a five
(5) to fifteen (15) year period beginning in the July of the first year following the Termination Year. If, however, Participant's Aggregate Deferral Account Balance is less than $25,000
on the Termination Date, then the Participant may receive a single lump sum payout in January following the Termination Year; provided, that if the Termination Date occurs within the second six months
of the calendar year, payment of such of such lump sum will be made in July following the Termination Year. 


                (b)   Commencement
of Payout.    A Participant making a valid election under this Section 6.1 may elect a Payout
Commencement Date, under either the single lump sum or the annual installment election addressed in Section 6.1(a), that is the date determined under Section 6.1(a) plus an additional
one (1), two (2) or three (3) years. 



                (c)   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 


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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.    



                (a)   Prior
to January 1, 2008, if a valid election under Section 6.1 is not made, and the Participant's Aggregate Deferral Account Balance is
equal to or greater than $25,000 on the Termination Date, then the Participant shall receive his or her payout in annual installments over the fifteen (15) year period beginning with the first
pay period in January following the Termination Year; provided, that if the Termination Date occurs within the second six months of the calendar year, payment of such annual installments will begin
with the first pay period in January of the second year following the Termination Year. If, however, Participant's Aggregate Deferral Account Balance is less than $25,000 on the Termination Date, then
the Participant may receive a single lump sum payout at the first pay period in January following the Termination Year; provided, that if the Termination Date occurs within the second six months of
the calendar year, payment of such of such lump sum will be made in the first pay period in January of the second year following the Termination Year. 


                (b)   On
or after January 1, 2008, if a valid election under Section 6.1 is not made, and the Participant's Aggregate Deferral Account Balance is
equal to or greater than $25,000 on the Termination Date, then the Participant shall receive his or her payout in annual installments over the fifteen (15) year period beginning in January
following the Termination Year; provided, that if the Termination Date occurs within the second six months of the calendar year, payment of such annual installments will begin in July following the
Termination Year. If, however, Participant's Aggregate Deferral Account Balance is less than $25,000 on the Termination Date, then the Participant may receive a single lump sum payout in January
following the Termination Year; provided, that if the Termination Date occurs within the second six months of the calendar year, payment of such of such lump sum will be made in July following the
Termination Year. 


        6.3    Death of Participant.    



                (a)   Prior
to January 1, 2008 and if a Participant dies and a valid election was made under Section 6.1, the Beneficiary will be paid in the same
manner as the Participant would have if he or she Terminated; the date of death shall be deemed the Termination Date. If the Participant dies and no valid election was made, and the Participant's
Deferral Account balance is equal to or greater than $25,000 on the date of death, then the Beneficiary will receive the payout in annual installments over the fifteen (15) year period
beginning in January in the calendar year following the year of the Participant's death. If, however, such Deferral Account balance is less than $25,000 on the date of death, then the Beneficiary
shall receive a single lump sum in January of the year following the year of death. 



                (b)   On
or after January 1, 2008 and if a Participant dies and a valid election was made under Section 6.1, the Beneficiary will be paid in the
same manner as the Participant would have if he or she Terminated; the date of death shall be deemed the Termination Date. If the Participant dies and no valid election was made, and the Participant's
Deferral Account balance is equal to or greater than $25,000 on the date of death, then the Beneficiary will receive the payout in annual installments over the fifteen (15) year period
beginning in January in the calendar year following the year of the Participant's death. If, however, such Deferral Account balance is less than $25,000 on the date of death, then the Beneficiary
shall receive a single lump sum in January of the year following the year of death. 



        6.4    Special Rules for Participants with Deferrals of LTPP Awards.    In the event that
the payout of a Deferral Account includes payout under a Participant's LTPP Deferral Account, then the payout of an LTPP Deferral Account shall be made subject to such rules and procedures as may be
established by the Company. 


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        6.5    Special Rule for Director Service.    A Participant will be deemed to have
Terminated if he or she ceases to be an employee of an Employer, but is then a Director of Agilent. 


        6.6    Specified Employees.    Notwithstanding any other Plan provision, no payment to a
"specified employee" (as defined in Treasury Regulation § 1.409A-1(i)) shall commence earlier than six (6) months after the date of such individual's Termination Date
(except in the case of a Termination due to death). The commencement of a validly elected payment should be delayed to the day that is at least six (6) months after such Termination Date. 



        Section 7.    Hardship Provision for 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 (1) an unforeseeable emergency occurs that is caused by a sudden and unexpected illness or accident of the Participant or of a dependent (as
defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the Participant's or Beneficiary's control, (2) such circumstances would result in severe financial hardship to the individual if early withdrawal is not permitted, and
(3) any other requirements established under the Code and regulations promulgated thereunder, are satisfied. A severe financial hardship exists only when all other reasonably available
financial resources have been exhausted, including but not limited to (1) reimbursement or compensation by insurance or otherwise, (2) liquidation of the Participant's assets, to the
extent that liquidation of such assets would not itself cause severe financial hardship, or (3) cessation of deferrals under the Plan. Examples of what are not considered to be unforeseeable
emergencies include the need to send a Participant's child to college or the desire to purchase a home. 



        The
Committee shall have sole discretion to determine whether to approve any withdrawal under this Section 7, which amount will be limited to the amount necessary to meet the
emergency. The Committee's decision is final and binding on all interested parties. A Participant who is then serving as a member of the Committee shall not vote on whether or not he or she is
eligible for such a withdrawal under this Section 7. 


        Section 8.    Designation of Beneficiary.    


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


        Section 9.    Limitation on Assignments.    



        Except
to comply with a domestic relations order defined under Treasury Regulation § 1.409A-3(j)(4)(ii), benefits under this Plan are not subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishments by creditors of the Participant or the Participant's Beneficiary and any attempt to do so shall be void. 


        Section 10.    Administration.    


        10.1    Administration by Committee.    The Committee shall administer the Plan.
Notwithstanding any provision of the Plan to the contrary, no member of the Committee shall be entitled to vote on any matter which would create a significant risk that such member could be treated as
being in constructive 


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receipt
of some or all of his or her Deferral Account. 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 determinations 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. 


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


        Section 11.    No Funding Obligation.    



        Agilent's
Consolidated Group is under no obligation to transfer amounts credited to the Participant's Deferral Account to any trust or escrow account, and Agilent's Consolidated Group is
under no obligation to secure any amount credited to a Participant's Deferral Account by any specific assets of Agilent's Consolidated Group or any other asset in which Agilent's Consolidated Group
has an interest. This Plan shall not be construed to require Agilent's Consolidated Group to fund any of the benefits provided hereunder nor to establish a trust for such purpose. Agilent may make
such arrangements as it desires to provide for the payment of benefits, including, but not limited to, the establishment of a grantor trust or such other equivalent arrangements as Agilent may decide.
No such arrangement shall cause the Plan to be a funded plan within the meaning of Title I of ERISA, nor shall any such arrangement change the nature of the obligation of Agilent's Consolidated Group
nor the rights of the Participants under the Plan as provided in this document. Neither the Participant nor his or her estate shall have any rights against Agilent's Consolidated Group 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 12.    Amendment and Termination of the Plan.    



        Agilent,
by action of the Committee, in its sole discretion may suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that amounts already
credited to Deferral Accounts will continue to be owed to the Participants or Beneficiaries and will continue to accrue Earnings and continue to be a liability of Agilent. The Committee may, in its
discretion, terminate the Plan in accordance with Section 409A of the Code and the regulations promulgated thereunder, for any
reason including a Change in Control. Participants or Beneficiaries will be given notice prior to the discontinuance of the Plan or reduction of any benefits provided by the Plan. Notwithstanding any
other provision of the Plan, Agilent may without Participant or Beneficiary consent amend the Plan or change the Plan's administrative rules and procedures or modify the terms of a deferral election
to comply with Section 409A of the Code. 


        Section 13.    Tax Withholding.    


        Agilent's
Consolidated Group may withhold Taxes from any cash payment made or Shares distributed under the Plan or Bonus plan or arrangement, owing as a result of any deferral or payment
hereunder, as Agilent deems appropriate in its sole discretion. If, with respect to the pay period within which a deferral, payment or Bonus is made under the Plan or Bonus plan or arrangement, or the
Participant receives insufficient actual cash compensation to cover such Taxes, then Agilent's Consolidated Group may withhold any remaining Taxes owing from the deferred amount or Participant's
subsequent cash compensation received, until such Tax obligation is satisfied, or otherwise make appropriate arrangements with the Participant or Beneficiary for satisfaction of such obligation. 


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        Section 14.    Choice of Law.    



        This
Plan, and all rights under this Plan, shall be interpreted and construed in accordance with ER1SA, as applicable, and, to the extent not preempted, the law of the State of
California, unless otherwise stated in the Plan. 


        Section 15.    Notice.    


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


        Section 16.    No Employment Rights.    


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


        Section 17.    Severability of Provisions.    



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


        Section 18.    Rollovers from other Plans.    


        18.1    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. 


        18.2    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 become an Eligible Employee under the
terms of the Plan. 


        18.3    Payment to Rollover Participants.    If at the time of rollover or transfer,
payments from a Rollover Participant's account in a Rollover Plan have already commenced from a Rollover Plan, he or she shall continue to receive such payments in accordance with the form and timing
of payment provisions of such plan. lf 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 19.    Definitions.    


        19.1     Agilent
means Agilent Technologies, Inc., a Delaware corporation. 


        19.2     Agilent's
Consolidated Group means Agilent or any business entity within the Agilent
consolidated group 


        19.3     Aggregate
Deferral Account Balance means the sum of the Deferral Account and any other plan or arrangement with respect to
which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation § 1.409A-1(c)(2). 


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


        19.5     Base
Pay Deferral Account means the sub-account of the Deferral Account that includes (i) the sum of
amounts credited to Participant's Base Pay Deferral Account under Section 4, plus (ii) amounts credited (net of amounts debited) in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant's Base Pay Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participant's Base Pay Deferral Account. 


        19.6     Base
Pay Threshold means the amount defined in Section 401(a)(17) of the Code, as adjusted by the Secretary of the
Treasury under Section 415(d) of the Code, in effect on January 1st of the calendar year for which amounts are to be deferred. 


        19.7     Beneficiary
means the person or persons designated by a Participant pursuant to Section 8, in accordance with and
accepted by Agilent, to receive any amounts payable under the Plan in the event of the Participant's death. 



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


        19.9     Bonus
Deferral Account means the sub-account of the Deferral Account that includes (i) the sum of amounts
credited to Participant's Bonus Deferral Account under Section 4, plus (ii) amounts credited (net of amounts debited) in accordance with all the applicable crediting provisions of this
Plan that relate to the Participant's Bonus Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the
Participant's Bonus Deferral Account. 


        19.10     Change
in Control means the occurrence of any of the following events: 



                (a)   The
sale, exchange, lease or other disposition or transfer of all or substantially all of the consolidated assets of Agilent to a person or group (as such
terms are defined or described in Treasury Regulation § 1.409A-1(i)(5)(v)(B)) which will continue the business of Agilent in the future; or 


                (b)   A
merger or consolidation involving Agilent in which a person or group (as such terms are defined or described in Treasury Regulation §
1.409A-1(i)(5)(v)(B)) more than 75% of the total voting power of the outstanding voting securities of Agilent resulting from such transaction in substantially the same proportion as their
ownership of the total voting power of the outstanding voting securities of Agilent immediately prior to such merger or consolidation; or 


                (c)   The
acquisition of ownership in which a person or group (as such terms are defined or described in Treasury Regulation §
1.409A-1(i)(5)(v)(B)) acquires during the 12-month period ending on the date of the most recent acquisition by such person or persons at least 30% of the total voting power of
the outstanding voting securities of Agilent. 


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


        19.12     Committee
means the Compensation Committee of the Board of Directors of Agilent or its delegate(s). 


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        19.13     Covered
Officer shall have the same meaning as "covered employee" does under Section 162(m) of the Code. 



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


        19.15     Deferred
Amount means the amount the Participant elects to have deferred from Base Pay and/or a Bonus, pursuant to
Section 3, LTPP Award(s) the Participant elects to have deferred, or company contributions. 



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


        19.17     Eligible
Employee means an employee on the U.S. payroll of Agilent's Consolidated Group who has a Base Pay rate at the time
of election as specified in Section 3 equal to or in excess of the Base Pay Threshold and who Agilent notifies are eligible to participate in the Plan. 


        19.18     Employer
means Agilent or any of its affiliates as determined under Treasury Regulation §
1.409A-1(h)(3). 


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


        19.20     Exchange
Act means the Securities Exchange Act of 1934, as amended from time to time. 


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



        19.22     Hypothetical
Investment Options means those options that are available under the Agilent Technologies, Inc. 401(k)
Plan as investment options for its participants, except for the Agilent Stock Fund. 


        19.23     LTPP
means the Agilent Technologies, Inc. Long-Term Performance Plan, as it may be amended from time to
time. 


        19.24     LTPP
Award means any award to be delivered to a Participant at the end of a performance period under the terms of the LTPP. 



        19.25     LTPP
Deferral Account means the sub-account of the Deferral Account that includes (i) the LTPP Awards
credited to Participant's LTPP Deferral Account under Section 4, plus (ii) amounts credited (net of amounts debited) in accordance with all the applicable crediting provisions of this
Plan that relate to the Participant's LTPP Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the
Participant's LTPP Deferral Account. 


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


        19.27     Payout
Commencement Date means the month in which the payout to a Participant of amounts credited to his or her Deferral
Account first commences. 


        19.28     Plan
means the Agilent Technologies, Inc. 2005 Deferred Compensation Plan. 


        19.29     Prior
Plan means the Agilent Technologies, Inc. Deferred Compensation Plan. 


        19.30     Rollover
Participant means an individual with a Deferral Account in the Plan transferred from a Rollover Plan in accordance
with the provisions of Section 18. The term Rollover Participant 


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may
also refer to an individual who has previously been a Participant in the Plan, or an existing Participant at the time of transfer. 



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


        19.32     Shares
means shares of the common stock of Agilent. 


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



        19.34     Termination
or Terminates means a separation from service within the meaning of Treasury
Regulation § 1.409A-1(h). A Participant shall not be deemed to have separated from service if the Participant continues to provide services to an Employer at an annual rate
that is fifty percent or more of the services rendered, on average, during the immediately preceding three full calendar years of employment with the Employer (or if employed by the Employer less than
three years, such lesser period); provided, however, that a separation from service will be deemed to have occurred if a Participant's service with an Employer is reduced to an annual rate that is
less than twenty percent of the services rendered, on average, during the immediately preceding three full calendar years of employment with the Employer (or if employed by the Employer less than
three years, such lesser period). 


        19.35     Termination
Date means the date on which the Participant Terminates employment. 


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


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


        Section 20.    Execution.    


        IN
WITNESS WHEREOF, Agilent has caused this amended and restated Plan to be duly adopted by the undersigned this 17th day of September 2007, effective as of
September 17, 2007. 



	Agilent Technologies, Inc.	 	 
	

By:	

/s/ D. Craig Nordlund
 D. Craig Nordlund

Senior Vice President, General Counsel and Secretary

Agilent Technologies, Inc.	
 	

 




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Exhibit 10.30


AG1LENT TECHNOLOGIES, INC. 2005 DEFERRED COMPENSATION PLAN (Amended and Restated Effective September 17, 2007)