AGILENT TECHNOLOGIES, INC.
DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF NOVEMBER 1, 2001)
SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN.
The Agilent Technologies, Inc. Deferred Compensation Plan was adopted and established effective November 1,
1999 and has been amended from time to time. The Plan provides deferred compensation for a select group of
management or highly compensated employees as established in Title I of ERISA. Effective November 1, 2001,
the Plan is hereby amended and restated.
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 14, to amend or terminate the Plan at any
time. Certain capitalized words used in the text of the Plan are defined in Section 22 in alphabetical order.
SECTION 2. PARTICIPATION IN THE PLAN.
Participation in General. All Eligible Employees on the U.S. payroll of Agilent are eligible to defer Base Pay or
Bonus under the Plan if they have Base Pay, at the time of election as specified in Section 3.1.1, in excess of the
Base Pay Threshold.
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
3.1.1 Timing of Base Pay Deferral. With respect to a deferral of Base Pay, an election to participate must be
made on or before December 15, or such earlier date established by the Committee, of the calendar year
preceding the calendar year with respect to which an election to defer Base Pay is made, in accordance with
procedures established by the Committee. Notwithstanding the foregoing, a newly hired Eligible Employee may
make an initial deferral election by the date the Committee specifies a