Exhibit
10.2


AGILENT TECHNOLOGIES, INC.


2005
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


(Amended and Restated Effective March 20, 2007)


Section 1.              Establishment and Purpose of Plan.


The
Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee
Directors (the “Plan”) was adopted and established effective as of November 1,
2004 and is hereby amended and restated effective March 20, 2007.  The Plan continues the program of
deferred compensation embodied in the document for the Agilent Technologies,
Inc. Deferred Compensation Plan for Non-Employee Directors (the “Prior Plan
Document”) 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 is intended to be an unfunded and unsecured
deferred compensation arrangement between the Director and Agilent, in which
the Director agrees to give up a percentage of the Director’s cash portion of
his or her annual retainer and/or committee fees 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 21 in alphabetical order.


Section 2.              Participation in the Plan.


All Directors are
eligible to defer some or all of the cash portion of their annual retainer and committee
fees.


Section 3.              Timing and Amounts of Deferred
Compensation.


3.1           Annual Retainer/Committee Fees Deferral.


(a)           Timing of Annual Retainer/Committee Fees Deferral.  With respect to each Plan Year, a Director
must make an election, if any, to defer a percentage of the cash portion of his
or her annual retainer payment and/or committee fees otherwise becoming payable
during such Plan Year on or before December 31, or such earlier date
established by the Committee, of the preceding the Plan Year.  All such elections shall be made in
accordance with any procedures established by the Committee.  The term “Plan Year” shall mean the one-year
period beginning on March 1 and ending on the next subsequent February 28, or
February 29, as the case may be.  A newly
elected or appointed Director must make an initial deferral election, if any,
within 30 days of becoming a Director.


(b)         Amount of Annual Retainer/Committee Fees Deferral.  A Director may defer with respect to a Plan
Year any portion, up to 100%, of any annual cash retainer payment and/or
committee fees to which he or she may become entitled during such Plan Year, so
long as the deferral amount is expressed in terms of a dollar amount or a whole
percentage point.  Once













an election is made by a Director to defer
any portion or all of an annual cash retainer payment and/or committee fees,
the appropriate dollar amount will be withheld from the annual cash retainer or
committee fee, as the case may be, at the time that this amount would have
otherwise been paid.


3.2           Suspension. 
A Director’s participation in the Plan shall be suspended for any period
during which he or she ceases to qualify as a Director, but is then an employee
of Agilent or one of its affiliates. 
However, during such suspension period, the Director’s Deferral Account
shall continue to share in the Plan.


3.3           Committee Discretion.  Notwithstanding anything in this Section 3 to
the contrary, the Committee shall have the discretion to modify the
availability and timing of a valid deferral election under this Section 3, in
any manner it deems appropriate; provided, however, that any alteration must
comply with Section 409A of the Code, and any alteration with respect to a
Covered Officer must be consistent with the requirements for deductibility of
compensation under Section 162(m) of the Code.


Section 4.              Deferral Accounts.


Crediting in General.  Amounts deferred pursuant to Section 3 above
shall be credited to a Deferral Account in the name of the Director.  Deferred Amounts arising from deferrals of
annual cash retainer payments or committee fees shall be credited to a Deferral
Account as soon as practicable after the time that such deferred annual
retainer or committee fees would otherwise have been paid.  The Director’s rights in the Deferral Account
shall be no greater than the rights of an unsecured general creditor of
Agilent.  Deferred Amounts invested
hereunder shall for all purposes be part of the general funds of Agilent.  Any payout to a Director of amounts credited
to a Director’s Deferral Account is not due, nor is such amount ascertainable,
until the Payout Commencement Date.


Section 5.              Investment of Deferred Amounts;
Dividends


5.1       Investment of Deferred Amounts.  Amounts deferred pursuant to Section 3 above
shall be deemed to be invested wholly in Shares.


5.2       Determination of Number of Shares.  The number of Shares in which the Deferred
Amount credited to a Director’s Deferral Account on a Payment Date (as defined
below) shall be determined by dividing the dollar value of such Deferred Amount
by the Fair Market Value of a share of the common stock of Agilent
Technologies, Inc. on the Payment Date. 
For purposes of this Plan, the term “Payment Date” shall mean the
payment date as specified and established by the Committee under the Agilent
Technologies, Inc. 1999 Non-Employee Director Stock Plan (the “Director Stock
Plan”).


5.3           Fair Market Value. 
For purposes of this Plan, the term “Fair Market Value” shall mean, as
of any date, the quoted closing sales price for such Common Stock as of such
date (or if no sales were reported on such date, the closing price on the last
preceding day a sale was made) as quoted on the stock exchange or a national
market system, with the highest trading volume, as reported in such source as
the Company shall determine.



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5.4           Timing of Investment.  With respect to all Plan Years, investment of
the Directors’ Deferral Amounts in the Shares under the Agilent Stock Fund will
be made automatically on the Payment Date.


5.5           Dividends. 
Shares credited to a Director’s Deferral Account will be credited with
dividend equivalents until such amounts are paid out to the Director under this
Plan as set forth in Section 6.  All
dividend equivalents 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 and identified as an addition to the total sum
owing the Director.  All such dividend
equivalents shall be automatically reinvested in additional Shares under the
Plan.


Section 6.              Payout to Directors.


6.1           Termination. 
If a Director’s Deferral Account balance is equal to or greater than
$25,000 on the Termination Date, the form and commencement of benefit may be
made in accordance with the Director’s election at the time of deferral and
this Section 6.1.  If a Director’s
Deferral Account balance is less than $25,000 on the Termination Date, the form
shall be a single lump sum payout in the first pay period in January of the year
following the Termination Year.


(a)           Form of Payout. 
A Director making a valid election under this Section 6.1 may elect to
receive either (i) a single lump sum payout in the first pay period in January
of the year following the Termination Year, or (ii) a payout in annual
installments over a five (5) to fifteen (15) year period beginning in the first
pay period in January following the Termination Year.  Payment of the Director’s Deferral Account
shall be made in the form of Shares.


(b)           Commencement of Payout.  A Director making a valid election under this
Section 6.1 may elect to further defer the Payout Commencement Date, under
either the single lump sum or the annual installment election addressed in
Section 6.1(a), by an additional one (1), two (2) or three (3) years.


(c)           Dividend Equivalents 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 Director shall continue to be credited with dividend equivalents until all
amounts in such an account are paid out to the Director.


6.2           Default Form and Commencement of Payout.  If a valid election under Section 6.1 is not
made, and the Director’s Deferral Account balance is equal to or greater than
$25,000 on the Termination Date, then the Director shall receive his or her
payout in annual installments over the fifteen (15) year period beginning in
the first pay period in January following the Termination Year.  If, however, such Deferral Account balance is
less than $25,000 on the Termination Date, then the Director shall receive a
single lump sum payout in the first pay period in January following the
Termination Year.


6.3           Death of Director. 
If a Director dies and an election was made under Section 6.1, the
Beneficiary will be paid according to the election even though the election was
not made twelve (12) months or more prior to the Director’s death.  If the Director dies and no valid



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election was made, and the Director’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 the first pay period in January in
the calendar year following the year of the Director’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 the first pay period in January of the year following the
year of death.


6.4           Committee Discretion.  Notwithstanding anything in this Section 6 to
the contrary, the Committee shall have the discretion to modify the
availability and timing of a valid election, and the timing, form and amount of
any payout, in any manner it deems appropriate (except that a Director who is then
serving as a member of the Committee may not participate in any such decision
that affects his or her Deferral Account); provided, however, that any
alteration must comply with Section 409A of the Code, and any alteration with
respect to a Covered Officer must be consistent with the requirements for
deductibility of compensation under Section 162(m) of the Code.


6.5           Specified Employees.  Notwithstanding any other Plan provision, no
payment to a “specified employee” (as defined in Section 409A of the Code)
shall commence earlier than six (6) months after the date of such individual’s
Termination Date (except in the case of a termination by death).  The commencement of a validly elected payment
shall be delayed to the day that is six (6) months after such separation.


Section 7.              Hardship Provision for
Unforeseeable Emergencies.


Neither the Director 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 Director or of a dependent (as defined in Section
152(a) of the Code) of the Director, loss of the Director’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the Director’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, applying the
standards established under Section 457 of the Code and the 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
Director’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 Director’s child to college
or the desire to purchase a home.


The Committee shall have sole discretion to
determine whether to approve any hardship withdrawal, which amount will be
limited to the amount necessary to meet the emergency.  The Committee’s decision is final and binding
on all interested parties.  A Director
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 hardship withdrawal.



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Section 8.              Designation of Beneficiaries.


The Director
shall, in accordance with procedures established by the Committee, (1)
designate one or more Beneficiaries hereunder, and (2) shall have the right
thereafter to change such designation. 
In the case of a Director’s death, payment due under this Plan shall be
made to the designated Beneficiary or Beneficiaries or, in the absence of such
designation, by will or the laws of descent and distribution in the Director’s
state of residence at the time of his or her death.


Section 9.       
Change in Control.


9.1           Discretion to Accelerate.  In the event of a proposed change in control
of Agilent, as defined below, the Committee shall have complete authority and
discretion, but no obligation, to accelerate payments of all Directors, both
terminated and active Directors.


9.2           Proposed Change in Control.  A “proposed change in control” shall mean (1)
a tender offer by any person or entity, other than Agilent or an Agilent
subsidiary, to acquire securities representing 40 percent or more of the voting
power of Agilent or (2) the submission to Agilent’s shareholders for approval
of a transaction involving the sale of all or substantially all of the assets
of Agilent or a merger of Agilent with or into another corporation.


9.3           Request for Negotiation.  The Committee may also ask the Board of
Directors to negotiate, as part of any agreement involving the sale or merger
of Agilent, or a sale of substantially all of Agilent’s assets or a similar
transaction, terms providing for protection of Directors and their interests in
the Plan.


Section 10.    Limitation on Assignments.


Benefits under this Plan are not subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Director or the Director’s
Beneficiary and any attempt to do so shall be void.


Section 11.    Administration.


11.1         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 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, Directors,  Beneficiaries  and other employees.  The Committee may delegate its
administrative responsibilities, as it deems appropriate.


11.2         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.



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Section
12.    No Funding
Obligation.


Agilent is under no
obligation to transfer amounts credited to the Director’s Deferral Account to
any trust or escrow account, and Agilent is under no obligation to secure any
amount credited to a Director’s Deferral Account by any specific assets of
Agilent or any other asset in which Agilent has an interest.  This Plan shall not be construed to require
Agilent 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 nor the rights of the Directors under the Plan as
provided in this document.  Neither the
Director nor his or her estate shall have any rights against Agilent with
respect to any portion of the Deferral Account except as a general unsecured
creditor.  No Director has an interest in
his or her Deferral Account until the Director actually receives the deferred
payment; provided, that Agilent may, in its sole discretion and in accordance
with applicable law, make arrangements to allow a Director to direct the voting
of Shares deemed to be credited to the Director’s Deferral Account.


Section 13.    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 Directors or Beneficiaries
and continue to be a liability of Agilent. 
Any amendment or termination of the Plan will not affect the entitlement
of any Director or the Beneficiary of a Director who terminates service before
the amendment or termination.  All
benefits to which any Director or Beneficiary may be entitled shall be
determined under the Plan as in effect at the time the Director terminates
service and shall not be affected by any subsequent change in the provisions of
the Plan; provided, however, that Agilent reserves the right to change the
basis of return on investment of the Deferral Account with respect to any
Director or Beneficiary.  Directors 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 Director or Beneficiary consent
amend the Plan or change the Plan’s administrative rules and procedures to
comply with Section 409A of the Code.


Section 14.    Adjustment on Changes in Capitalization.


If
any change, such as a stock split or dividend, is made in Agilent’s
capitalization, and the change results in an increase or decrease in the number
of issued shares of common stock without receipt of consideration by Agilent,
an appropriate adjustment shall be made in the corresponding number of Shares
payable under the Plan.


Section 15.    Tax Withholding.


If Agilent
concludes that Tax is owing with respect to any deferral of income or payment
hereunder, Agilent shall withhold such amounts from any payments due the
Director, or



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otherwise make
appropriate arrangements with the Director or his or her Beneficiary for
satisfaction of such obligation.


Section 16.    Choice of Law.


This Plan shall be
interpreted and construed in accordance with the laws of the State of
California, excluding the conflicts of laws provisions thereof, and is not
subject to ERISA.


Section 17.    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 18.    No Rights to Continued Service.


 Nothing in the
Plan nor any action of Agilent pursuant to the Plan, shall be deemed to give
any person the right to continued service as a member of the Board of Directors
of Agilent or affect the right of the Board of Directors of Agilent and/or
Agilent’s shareholders to remove an individual from the Agilent Board of
Directors in accordance with the General Corporation Law of the State of
Delaware, Agilent’s governing documents, including Agilent’s Articles of
Incorporation and Bylaws, and any other applicable law.


Section 19.    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 20.    Code Section 162(m).


Notwithstanding
any other provision of the Plan, except in the event of an acceleration of
payment in connection with a proposed change in control under Section 9, the
maximum amount that is not “performance-based” (as defined in Section
162(m)(4)(C) of the Code) which may be paid to a Covered Officer under the Plan
in any fiscal year shall not exceed one million dollars ($1,000,000) less the
amount of other compensation paid to the Director by the Company in such fiscal
year that is not “performance-based” (as defined in Section 162(m)(4)(C) of the
Code), which amounts shall be reasonably determined by the Committee at the
time of the proposed payout.  Any amount
which is not paid to the Covered Officer in a fiscal year as a result of this
limitation shall be paid to the Covered Officer in the next fiscal year,
subject to compliance with the foregoing limitation, or if sooner, as soon as
reasonably practicable following the Director’s ceasing to be a Covered
Officer.


Section 21.            Definitions.


21.1         Agilent means Agilent
Technologies, Inc., a Delaware corporation, and any business entity within the
Agilent consolidated group.



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


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


21.4         Committee means the Compensation Committee of the
Board of Directors of Agilent or its delegate.


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


21.6         Deferral Account means the account balance of a
Director in the Plan created from Deferred Amounts.


21.7         Deferred Amount means the amount the Director elects
to have deferred from his or her annual cash retainer and committee fees.


21.8         Director means an individual who is serving as a
member of Agilent’s Board of Directors and who is not then an employee of
Agilent or any of Agilent’s affiliates.


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


21.10       Payout Commencement Date means the date on which the
payout to a Director of amounts credited to his or her Deferral Account first
commences.


21.11       Plan means the Agilent Technologies, Inc. 2005 Deferred
Compensation Plan for Non-Employee Directors.


21.12       Shares mean shares of the common stock of Agilent
Technologies, Inc.


21.13       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, and any payments made to Directors or Beneficiaries under the Plan.


21.14       Termination Date means the date on which the Director
ceases to be a Director of Agilent.


21.15       Termination Year means the calendar year within which a
Director’s Termination Date falls.



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Section 22.    Execution.


IN WITNESS WHEREOF, Agilent has caused this Plan to be duly adopted by
the undersigned this 20th day of March, 2007, effective as of  March 20, 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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