Agilent Technologies, Inc. SC TO-I/A

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 1 amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Agilent Technologies, Inc., a Delaware corporation (“Agilent” or the “Company”), with the Securities and Exchange Commission on May 20, 2003 relating to the offer by the Company to exchange (the “Option Exchange”) options to purchase an aggregate of 44,313,711 shares of the Company’s common stock, whether vested or unvested, that have been granted under its 1999 Stock Plan, as amended and restated, with exercise prices greater than $25.00 per share (the “Eligible Options”) and that are held by eligible employees. These Eligible Options may be exchanged for new options that will be granted under the Company’s 1999 Stock Plan, as amended and restated (the “New Options”), upon the terms and subject to the conditions set forth in (i) the Offer to Exchange, dated May 20, 2003 (the “Offer to Exchange”), (ii) the Option Exchange website pages, and (iii) the Election Agreement. These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents” and are attached to this Schedule TO as Exhibits (a)(1)(a) through (a)(1)(c), respectively. An “eligible employee” refers to all persons who are employees hired on or before 5:00 p.m., Pacific Time, on May 20, 2003, and who receive pay as regular employees of Agilent or one of its subsidiaries in Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Denmark, Finland, France, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan, Korea, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Philippines, Puerto Rico, Russia, Singapore, Spain, Sweden, Switzerland, Taiwan, Thailand, the United Kingdom, the United States or Venezuela, and remain employees through the date on which the New Options are granted, except members of the Company’s Board of Directors and the Company’s executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment No. 1 reflects amendments which were made to pages 19, 23 and 32 of the Option Exchange website pages attached to the Schedule TO as Exhibit (a)(1)(b), pages 4, 8 and 12 of the Forms of Election Agreements attached to the Schedule TO as Exhibit (a)(1)(c) and Amendment No. 2 to Agilent’s 1999 Stock Plan, effective as of May 20, 2003 attached to the Schedule TO as Exhibit (d)(1).

Section (13) on page 19 of the Option Exchange website pages is hereby amended to remove the following phrase: “and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.” The paragraph in the middle of page 23 of the Option Exchange website pages is hereby amended to remove the following phrase: “and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.” Section (13) on page 32 of the Option Exchange website pages is hereby amended to remove the following phrase: “and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.”

Section (13) on page 4 of the Forms of Election Agreements is hereby amended to remove the following phrase: “and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.” The paragraph in the middle of page 8 of the Forms of Election Agreements is hereby amended to remove the following phrase: “and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.” Section (13) on page 12 of the Forms of Election Agreements is hereby amended to remove the following phrase: “and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.” In addition, with respect to any Election Agreements that have been, or will be, executed and returned to us by any optionees, we will not enforce the previous requirement that optionees acknowledge that they have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option exchange.

Exhibit (d)(1), Agilent 1999 Stock Plan, as amended and restated, is hereby amended to include Amendment No. 2 to the stock plan, which was effective on May 20, 2003 and adds a forum clause to disputes that arise pursuant to the stock plan.

This Amendment No. 1 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	•		Access the Option Exchange Program

	•		Review Option Exchange Program documentation

	•		Read a Summary of the Option Exchange Program

	•		View your Agilent stock option history

	•		Make your election choices

	•		Print your election choices

	•		Log back on to verify or to change your election choices

The offer is open until 5 p.m. Pacific Time on June 18, 2003. Due to the large
number of employees eligible to participate, in more than 30 countries, we
strongly encourage you to complete your election process as soon as possible to
allow sufficient time for processing all elections.

To enter the stock option exchange program please
enter your 8 digit Employee ID including leading zeros.

To complete the confirmation process, please enter the 9 digit
Personal Identification Number (PIN) that you received.

To view the information below in another language please click on one of the following buttons:

Click on the links below to view details on Agilent’s Stock Option Exchange Program:

Brief Description of Offer
Key Dates
Eligibility to Receive New Options
The Exchange Ratios of New Options to Old Options
Vesting and Life of New Options
The Offer Documents
Your Decision to Participate
Instructions
Signature Confirmation Process

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

Under the Stock Option Exchange Program, if you are an eligible employee with one or more stock options issued under the 1999 Stock Plan with exercise price(s) above $25.00 per share, you may elect to exchange those outstanding stock options. The outstanding options that you elect to exchange will be exchanged for new options covering a smaller number of shares after at least a 6 month and 1 day waiting period. The offer to exchange expires at 5:00 p.m. Pacific Time on June 18, 2003. We intend to cancel the surrendered options on June 20, 2003. Once we have accepted the options that you tender for exchange, your options will be cancelled and you will no longer have any rights under those options.

The 6 month and 1 day waiting period will begin after the cancellation date. Except in France, we expect to make the new grants on December 22, 2003. The new option grant date may be different in France because of the French sub-plan requirements. We anticipate that the new option grant date in France will be approximately January 7, 2004. These dates may change if we decide to extend the offer period.

Typically, the new options will have an exercise price equal to 100% of the fair market value of our common stock on the new option grant date. This may not be the case in all countries. Specifically, the exercise price may vary in France and Italy as a result of local requirements for obtaining favorable tax treatment.

We will issue promises to grant the new options, conditioned on your continued employment. The promise to grant new options will be sent promptly after the cancellation date.

May 20, 2003 — Commencement of the Offer
June 18, 2003 — 5:00 p.m. Pacific Time, deadline to make elections (Expiration of the Offer)
June 20, 2003 — Agilent cancels exchanged options
Promptly After June 20, 2003 — Promise to Grant Stock Options will be sent to you
December 22, 2003 — Grant date of new options (first business day that is 6 months and 1 day after June 20)
January 7, 2004 — Grant date of new options in France due to local requirements

As described in the Offer Documents, we are making this offer to all eligible employees of Agilent or one of our subsidiaries. All employees of Agilent or one of our subsidiaries are eligible if they were hired on or before May 20, 2003, except that retirees, Section 16 officers under U.S. securities law and members of Agilent’s Board of Directors are not eligible to participate. Agilent’s promise to grant new options to you is conditioned on your continued employment through the new option grant date. If you elect to exchange your options but do not remain an employee of Agilent or one of our subsidiaries for any reason including, but not limited to, voluntary termination, involuntary termination, divestiture, Workforce Management, death, permanent and total disability, or retirement due to age on the day we grant the new options, you will not receive any of the new options nor will you receive any compensation for the options you elected to have cancelled.

The number of shares that you may receive in exchange for your old option depends upon the exercise price of your old option (unless you are exchanging an option that was granted in the last six months).

On the election screen of this web site you will see a chart that clearly shows how many new shares will be in the new option grant in exchange for the old, exchanged option.

The exchange ratios are also described here. If your old, exchanged option had an exercise price:

(i) at or between $25.01 per share and $39.99 per share, it will be replaced with a new option covering 1 share for every 1.5 shares covered by the exchanged option;

(ii) at or between $40.00 per share and $69.99 per share, it will be replaced with a new option covering 1 share for every 2 shares covered by the exchanged option;

(iii) at or between $70.00 per share and $89.99 per share, it will be replaced with a new option covering 1 share for every 2.5 shares covered by the exchanged option; and

(iv) at or above $90.00 per share, it will be replaced with a new option covering 1 share for every 4 shares covered by the exchanged option.

In addition, as a condition to the offer, if you elect to exchange any options, you must also elect to exchange all options granted to you on or after November 20, 2002. These options will be exchanged at a one-to-one ratio. If you have any options subject to the one-to-one ratio that must be exchanged, this will be clearly marked on the election choices screen of this web site.

The number of option shares that you receive will be rounded down to the nearest whole share on a grant-by-grant basis, and will be subject to adjustment for any stock splits, subdivisions, combinations, stock dividends and similar events that occur after the cancellation date but before the new option grant date.

Each new option will be granted under Agilent’s 1999 Stock Plan, which is the same plan that covers the current options. Each new option will also be subject to a new stock option agreement, which will be sent to you after we grant the new options. The terms and conditions of the new options and new option agreements may vary from the terms and conditions of the options that you tendered for exchange.

The new options will be subject to a new vesting schedule. Except in France, each new option will vest based on a new two-year vesting schedule that will begin on the new option grant date. The vesting schedule for those new options will be as follows:

	•		50% of the shares subject to the option will vest on the first anniversary of the new option grant date, and

	•		the remaining 50% will vest on the second anniversary of the new option grant date,

so that each such new option will be fully vested on the 2nd anniversary of the new option grant date, subject to your continued employment with us or one of our subsidiaries through each relevant vesting date. In France, all new options, even those granted at a one-to-one ratio, will vest 100% upon the four-year anniversary of the new option grant date, as required by the French sub-plan.

Generally, each new option will expire on the same date as the option that it replaces, or earlier if your employment with us or one of our subsidiaries terminates. This will not be the case in France or Switzerland, as is explained on the guides to issues in France and Switzerland posted on the following pages on this web site.

We are making the offer to exchange upon the terms and conditions described in the following documents, all of which are included in the Tender Offer document, a link to which is below: (1) the Offer to Exchange Outstanding Options for New Options dated May 20, 2003 (referred to as the offer to exchange); (2) the Election Agreement; and (3) the web site pages (together, the “Offer Documents”). A form of promise to grant stock options is also included in the Tender Offer link below. The offer to exchange is subject to the terms of the Offer Documents as they may be amended. PLEASE READ THE OFFER DOCUMENTS CAREFULLY SO THAT YOU WILL UNDERSTAND THE RISKS OF PARTICIPATING BEFORE YOU MAKE ANY DECISIONS REGARDING THE OFFER.

An overview of the risks of participating in this offer as well as country-specific risks appear on the next two pages of this web site. To view the entire offer to exchange document, which has additional Questions and Answers, click on the Tender Offer link on this screen.

Participation in this offer to exchange is completely voluntary. After you read this screen and the next two screens about risks and issues in your particular country, you will see an Election Agreement screen. The Election Agreement lists each of your stock option grants. Please review each of your stock option grants. You may decide to accept or reject this offer on a grant-by-grant basis. You may decide to exchange some of your grants, all of your grants or none of your grants. It is up to you. If you choose not to participate, you will retain your current options under their current terms and conditions. If you do not want to exchange any of your options, you do not need to take any action.

You must elect to exchange all of the unexercised options under any option grant that you elect to exchange.

If you have an option that is subject to a domestic relations order (or a comparable legal document relating to the end of a marriage), please read the Questions and Answers in the offer to exchange document at the link above. Agilent does not intend to grant additional options to any eligible employees until after the new grant date, regardless of whether employees participate in this offer to exchange. Your decision to participate, or not participate, in this offer to exchange will not affect your ability to receive option grants in the future.

We are not making any recommendation as to whether you should accept the offer to exchange your options. You must make your own decision as to whether or not to participate in the offer to exchange. We recommend that you speak with your personal financial advisor to weigh the benefits and risks involved in participating in this offer to exchange.

To participate in the offer to exchange, you must properly complete the Election Agreement on this web site, following the instructions applicable to the country in which you are employed, before the offer expires at 5:00 p.m. Pacific Time on June 18, 2003. If the offer period is extended, we will notify you of the new expiration date. If you also received a paper packet with election material, please follow the instructions in that packet.

If Mellon has not received your Election Agreement before the offer expires, you will have rejected this offer and you will keep your current options.

We have different election processes based upon the country in which you are employed.

If you are employed in one of the following countries – Australia, Canada, China, Denmark, Finland, Hong Kong, India, Ireland, Israel, Korea, Malaysia, Mexico, New Zealand, Norway, Puerto Rico, Singapore, Sweden, Taiwan, Thailand, United Kingdom or United States:

	•		read the election terms and conditions on the election screen;

	•		make your elections online by the deadline of 5:00 p.m. Pacific Time on June 18, 2003;

	•		print a copy of your Election Agreement for your records; and

	•		do not send a fax to Mellon or to Agilent, it is not necessary.

We prefer that you submit your Election Agreement via this web site. However, if you prefer, you can print your Election Agreement, execute the hard copy and fax it to Mellon at the fax number listed below or send it by mail to Mellon at one of the addresses listed below. Please see the screen titled Signature Confirmation Process for instructions on how to ensure your Election Agreement was properly submitted.

To add, withdraw or change the options that you wish to exchange, you must submit a new Election Agreement to Mellon by 5:00 p.m. Pacific Time on June 18, 2003 by following the procedures described in these instructions. Your new Election Agreement must include the required information regarding all of the options you want to exchange.

If you log back into the Election Agreement, change your election and submit your election, your previous election will be voided and you must follow all of the instructions to complete your new Election Agreement. This is true even if the end result is the same choice as your previous election. If you make a new election choice and do not properly complete the Election Agreement process your previous Election Agreement and your new Election Agreement will both be voided and you will be deemed to have chosen not to participate.

If you are employed in one of the following countries – Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela:

	•		read the election terms and conditions on the election screen;

	•		make your elections online by the deadline of 5:00 p.m. Pacific Time on June 18, 2003;

	•		print a copy of your Election Agreement;

	•		sign your Election Agreement and fax it to Mellon at the number below (or mail it to Mellon at one of the addresses listed below); and

	•		keep a signed copy of your Election Agreement and the fax confirmation for your records.

Please note that you must BOTH: 1) elect online AND 2) return a signed copy of your Election Agreement to Mellon to validly exchange your options. In order for your election to be valid, Mellon must receive your signed form by the deadline of 5:00 p.m. Pacific Time on June 18, 2003. If you do not have access to a fax machine, you may use the mailing address below. However, please allow ample time for any mailed documents to arrive. Please see the screen titled Signature Confirmation Process for instructions on how to ensure we have received your Election Agreement signature.

If you log back into the Election Agreement, change your election and submit your new election, your previous election will be voided and you must follow all of the instructions to complete your new Election Agreement. This is true even if the end result is the same choice as your previous election. Your new Election Agreement will not be complete until you follow the procedures to sign and return this Election Agreement by fax or mail.

Although we intend to accept all options validly elected to be exchanged promptly after the expiration of this offer, if we have not accepted your options by 5:00 p.m. Pacific Time on July 17, 2003, you may withdraw your election to participate.

If you make a new election choice and do not properly complete the Election Agreement process your previous Election Agreement and your new Election Agreement will both be voided and you will be deemed to have chosen not to participate.

If you need help, or if you would like to request a hard copy of your Election Agreement, please contact the Mellon call center, Monday through Friday between the hours of 6:00 a.m. to 9:00 p.m. Pacific Time:

	•		1-888-778-1312 (U.S. toll free)

	•		1-201-329-8467 (Outside the U.S., no charge to caller)

The offer is open until 5:00 p.m. Pacific Time on June 18, 2003. Due to the large number of employees eligible to participate, in more than 30 countries, we strongly encourage you to complete your election process as soon as possible to allow sufficient time for processing all elections.

If you are an employee in a country that is required to return a written signature on the Election Agreement, or an employee who received a paper packet of election materials because you do not have computer access or you are on leave of absence or decide to submit your Election Agreement by mail or fax instead of through the web site, your election is not valid unless the signed signature page from your Election Agreement is received by 5:00 p.m. Pacific Time on June 18, 2003. Mellon will receive signature pages sent by facsimile or by mail. You should save a copy of your Election Agreement and, if applicable, your fax confirmation.

Mellon will collect and verify the signature pages received each day. When a signature page has been received that matches your most recent online election, Mellon will check a box that appears on the Election Agreement web site screen.

If you have access to the web site and if the web site box indicating signature receipt has not been checked 48 hours after you sent in your signature page, or after a reasonable period of time if you sent your signature page by mail, please call Mellon at one of the phone numbers listed below to check on the status of your signature page.

If you do not have access to the web site, you should call Mellon at one of the numbers listed below after a reasonable period of time has passed to confirm that your signature page was received.

If you would like to confirm that your Election Agreement has been received, if you need help, or if you would like to request a hard copy of your Election Agreement, please contact the Mellon call center, Monday through Friday between the hours of 6:00 a.m. to 9:00 p.m. Pacific Time:

	•		1-888-778-1312 (U.S. toll free)

	•		1-201-329-8467 (Outside the U.S., no charge to caller)

To view the information below in another language please click on one of the following buttons:

Participation in the offer involves a number of risks, including those described below.

1. If the price of our common stock increases after your options are cancelled, your new options may have an exercise price that is higher than the exercise price of your cancelled options. In this situation, you will receive options for fewer shares at a higher exercise price.

2. If your employment terminates for any reason before we grant the new options, you will not receive a new option, nor have any of your cancelled options returned to you, nor receive any other compensation for your cancelled options.

Once we cancel the options that you elect to exchange, all of your rights under those options terminate. Accordingly, if your employment with us or our subsidiaries terminates for any reason, including but not limited to, voluntary termination, involuntary termination, divestiture, Workforce Management, death, total and permanent disability, retirement due to age, or another company acquiring Agilent, before the grant of the new options, you will not receive reinstatement of the cancelled options, nor any new option, nor any other compensation for your cancelled options.

3. If we are acquired by or merge with another company before the new grant date, your new options may have an exercise price that is higher than the exercise price of your cancelled options.

Although we are not anticipating any such merger or acquisition, if we merge or consolidate with or are acquired by another entity between the expiration date and the new option grant date, then the resulting entity will be obligated to grant the new options under the same terms as provided in this offer. However, such a transaction could significantly affect the price of our common stock and your new grant, for fewer options, may be made at a higher price than your cancelled options. In addition, your new options may be exercisable for stock of the acquiror, not Agilent common stock.

4. There may be tax risks and/or other country-specific risks associated with participation in the stock option exchange. Information concerning these country-specific risks is set forth in the Offer to Exchange. [Link to extract of Offer to Exchange Risk pages]

Additionally, you can link directly to the country-specific guide to issues on the next page.

Please review the applicable country-specific information regarding the risks and tax consequences to you of participating in the offer to exchange. You should review the information carefully and consult your own tax advisor regarding your personal situation before deciding whether or not to participate in the offer to exchange.

5. If you are a tax resident of, or are subject to, the tax laws of more than one country, you should be aware that there may be additional or other tax and social insurance consequences that may apply to you. You should be certain to consult your own tax advisor to discuss these consequences.

You should carefully consider these risks and are encouraged to speak with an investment and tax advisor as necessary before deciding to participate in the offer to exchange

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

In addition to the general risks described on the previous page and in the exchange offer, there are additional risks to consider, depending upon the country in which you are employed.

Please locate below the country in which you are employed. Then click on one of the language choices to read the guide to issues and specific risks for your chosen country. We advise you to read and consider carefully these issues and risks.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

[The following Election Agreement screens are for the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela and were used in the hard-copy packets sent to employees on leave of absence or without Agilent e-mail.]

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The
Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela.

Hello, [your name]. To make your elections, select Exchange or Do Not Exchange for your grants and click the I Agree button below. Please note that the table below reflects the following exchange ratios:

The table may indicate that you must exchange one or more of your grants that you received in the last six (6) months only if you elect to exchange any other eligible grant. These options will be replaced at a 1-to-1 exchange ratio.

In order for your election to be valid, Mellon must receive your signed Election Agreement by 5 P.M. Pacific Time on June 18, 2003. Please read the Terms and Conditions on the web site below and follow the instructions to finalize and print your Election Agreement.

Tender and Receipt of Election Agreement: Agilent’s receipt of your properly completed and signed Election Agreement is not by itself an acceptance of your options for exchange. For purposes of the offer to exchange, Agilent will be deemed to have accepted options for exchange that are validly tendered and not properly withdrawn when Agilent gives notice to the option holders generally of Agilent’s acceptance for exchange of such options, which notice may be made by e-mail or other method of communication.

Agilent will not accept any alternative, conditional or contingent elections. By signing this Election Agreement, you waive any right to receive any notice of the receipt of the tender of your options, except as provided for in the Offer to Exchange. Any confirmation of receipt will merely be a notification that we have received your Election Agreement and does not mean that your options have been cancelled.

Changing your Election: To add, withdraw or change the options that you wish to exchange, you must submit a new Election Agreement to Mellon before the expiration date by following the procedures described in the Offer Documents. Your new Election Agreement must include the required information regarding all of the options you want to exchange, and you must submit a new signed Election Agreement facsimile.

If you log back into the Election Agreement, change your election and submit your election, your previous election will be voided and you must follow all of the instructions to complete your new Election Agreement. This is true even if the end result is the same choice as your previous election. Your new Election Agreement will not be complete until you follow the procedures to sign and return this Election Agreement by fax or mail.

Agilent Control of Program: Agilent will determine, in its discretion, all questions as to validity, form, eligibility, including time of receipt, and acceptance of any options. Agilent’s determination of these matters will be final and binding on all parties. Agilent reserves the right to reject any Election Agreement or any options elected to be exchanged that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept all properly tendered options that are not validly withdrawn.

Agilent also reserves the right to waive any of the conditions of the offer or any defect or irregularity in any tender of any particular options or for any particular option holder, provided that if it grants any such waiver, it will be granted with respect to all option holders and tendered options. No tender of options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering option holder or waived by Agilent. Neither Agilent nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any notice. This is a one-time offer, and Agilent will strictly enforce the election deadline, subject only to an extension that it may grant in its sole discretion.

	1.		I agree and confirm that my election choices are those indicated in the table on the Election Agreement.

	2.		By participating in the Agilent stock option exchange program, I agree to all of the terms of the offer set forth in the Offer Documents and I acknowledge and accept the risks set forth in the Offer Documents.

	3.		I agree that: (i) participation in the stock option exchange is voluntary; (ii) if I terminate employment for any reason prior to the new grant date, I will not receive a new stock option nor will I receive any compensation in lieu of my cancelled options; and (iii) if the stock price goes up, my new option may have an exercise price that is higher than the exercise price of my cancelled options.

	4.		By participating in the Agilent stock option exchange program, I agree to give up all rights I may have with respect to the options that I elect to exchange and I acknowledge that the cancelled options will not be reinstated for any reason.

	5.		I agree that decisions with respect to future grants under any Agilent employee stock plan, if any, will be at the sole discretion of Agilent.

	6.		I agree that: (i) the exchange program is discretionary in nature and may be suspended or terminated by Agilent at any time prior to the cancellation of the existing options; (ii) Agilent may, at its discretion, refuse to accept my election to participate; and (iii) the exchange program is a one-time offer which does not create any contractual or other right to receive future offers, or benefits in lieu of offers.

	7.		I agree that: (i) the future value of the Agilent common stock is unknown and cannot be predicted with certainty; and (ii) no claim or entitlement to compensation or damages arises if the option price for the new options is greater than for my exchanged options and I irrevocably release Agilent and its subsidiaries from any such claim that may arise.

	8.		I agree that: (i) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is an extraordinary item of income which is outside the scope of the employment contract; (ii) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

	9.		Neither my participation in the Agilent stock option exchange program nor this Election Agreement shall be construed so as to grant me any right to remain in the employ of Agilent or any of its subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).

	10.		For the exclusive purpose of implementing, administering and managing my participation in the stock option exchange program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Agilent and its subsidiaries. I understand that Agilent Technologies, Inc. and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Agilent, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option exchange program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option exchange program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local legal department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to exchange, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the new option (if granted). I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the stock option exchange program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local legal department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to exchange. For more information on the

			consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local legal department representative.

	11.		Regardless of any action that Agilent or a subsidiary of Agilent takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the exchange, including the cancellation/exchange of eligible options, the grant of new options, the exercise of new options and the sale of shares (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Agilent and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Agilent and/or its subsidiaries or from proceeds of the sale of shares. Alternatively, or in addition, if permissible under local law, Agilent may, in its discretion: (1) sell or arrange for the sale of shares of Agilent common stock that I acquire to meet the Applicable Withholding obligation; and/or (2) withhold in shares of Agilent common stock, provided that Agilent withholds only the amount of shares of Agilent common stock necessary to satisfy the minimum withholding amount. Finally, I agree to pay to Agilent or its subsidiary any amount of Applicable Withholdings that Agilent or its subsidiary may be required to withhold as a result of my participation in the stock option exchange program if Agilent does not satisfy the Applicable Withholding through other means.

	12.		The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Agilent with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to exchanged stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

	13.		I agree that participation in the Agilent stock option exchange program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents. I agree to accept as binding, conclusive and final all decisions or interpretations of Agilent upon any questions relating to the stock option exchange and this Election Agreement.

	14.		I acknowledge that I may be executing part or all of this Election Agreement in English and I agree to be bound accordingly.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The
Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela.

You have made the elections below. If this is correct, click the Submit button below, if it is not, click the Change Election button below to modify your elections.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The
Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela.

In order for your election to be valid, Mellon must receive your signed Election Agreement by 5:00 p.m. Pacific Time on June 18, 2003. Please click the “Signature Page” button below to complete your election. If you do not have access to a fax machine, you may use the mailing address provided on the fax document. However, please allow ample time for any mailed documents to arrive.

You may log back onto this web site at any time until the expiration of this offer at 5 p.m. Pacific Time on June 18, 2003 to check to see if your signature page has been received. Please allow at least 48 hours for faxed signatures to be recorded or ample time for signatures sent by mail. You may also log back on to review or change your election.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

I agree that participation in the Agilent stock option exchange program is governed by the terms and conditions set forth in the Offer Documents. The Offer Documents consist of the Offer to Exchange dated May 20, 2003, the Election Agreement and the web site pages, as they may be amended. I have received the Offer Documents. I agree to accept as binding, conclusive and final all decisions or interpretations of Agilent upon any questions relating to the stock option exchange and this Election Agreement. I agree to be bound by the Terms and Conditions set forth in this Election Agreement.

Please sign and date this page of the Election Agreement and fax it to the number below.
Keep a copy for your records.

You have logged out of
Agilent’s Stock Option Exchange Program.
Thank you for participating.

[The following Welcome Back screen is for the counties of Argentina, Austria, Belgium, Brazil, France,
Germany, Italy, Japan, The Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela.]

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The
Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela.

Welcome back, [your name]. If you do not wish to change your election, you may logout. To change your elections, click Change Election below. Please note that the table below reflects the following exchange ratios:

Mellon will check the box on the web site when your signature is received on an Election Agreement that matches your most recent election choices above: Signature Received [ ]

If the box above is not checked within 48 hours after you sent your Election Agreement signature page by facsimile, you may call Mellon using the number below. If you sent your Election Agreement signature page through the mail please allow extra time for the signature page to arrive.

To add, withdraw or change the options that you wish to exchange, you must submit a new Election Agreement to Mellon before the expiration date by following the Instructions described on this web site. If you log back into the web site, click any boxes to change your election, and click the Submit button, your previous election will be voided. This is true even if the end result is the same choice as your previous election.

If you make a new election choice and do not properly complete the Election Agreement process, your previous Election Agreement and your new Election Agreement will both be voided and you will be deemed to have chosen not to participate.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

[The following Election Agreement and Welcome Back Screens are for the countries of: Australia, Canada, China, Denmark, Finland, Hong Kong, India, Ireland, Israel, Korea, Malaysia, Mexico, New Zealand, Norway, Puerto Rico, Singapore, Sweden, Taiwan, Thailand, United Kingdom, or United States]

To view the below information in another language please click on one of the following buttons:

For the countries of Australia, Canada, China, Denmark, Finland, Hong Kong, India, Ireland, Israel, Korea, Malaysia, Mexico, New Zealand, Norway, Puerto Rico, Singapore, Sweden, Taiwan, Thailand, United Kingdom, or United States

Hello, [your name]. To make your elections, select Exchange or Do Not Exchange for your grants and click the I Agree button below. Please note that the below table reflects the following exchange ratios:

The table below may indicate that you must exchange one or more of your grants that you received in the last six (6) months if you elect to exchange any other eligible grant. These options will be replaced at a 1-to-1 exchange ratio.

Tender and Receipt of Election Agreement: Agilent’s receipt of your properly completed online Election Agreement is not by itself an acceptance of your options for exchange. For purposes of the offer to exchange, Agilent will be deemed to have accepted options for exchange that are validly tendered and not properly withdrawn when Agilent gives notice to the option holders generally of Agilent’s acceptance for exchange of such options, which notice may be made by e-mail or other method of communication.

Agilent will not accept any alternative, conditional or contingent elections. Although a screen on this web site will confirm receipt of this Election Agreement, by submitting this Election Agreement, you waive any right to receive any notice of the receipt of the tender of your options, except as provided for in the Offer to Exchange. Any confirmation of receipt will merely be a notification that we have received your Election Agreement and does not mean that your options have been cancelled.

Changing your Election: To add, withdraw or change the options that you wish to exchange, you must submit a new Election Agreement to Mellon before the expiration date by following the procedures described in the Offer Documents. The Offer Documents consist of the Offer to Exchange dated May 20, 2003, the Election Agreement and the web site pages, as they may be amended. Your new Election Agreement must include the required information regarding all of the options you want to exchange.

If you log back into the Election Agreement, click any boxes to change your election and submit your election, your previous election will be voided and you must follow all of the instructions to complete your Election Agreement. This is true even if the end result is the same choice as your previous election.

	1.		I agree and confirm that my election choices are those indicated in the table on the Election Agreement.

	2.		By participating in the Agilent stock option exchange program, I agree to all of the terms of the offer set forth in the Offer Documents and I acknowledge and accept the risks set forth in the Offer Documents.

	3.		I agree that: (i) participation in the stock option exchange is voluntary; (ii) if I terminate employment for any reason prior to the new grant date, I will not receive a new stock option nor will I receive any compensation in lieu of my cancelled options; and (iii) if the stock price goes up, my new option may have an exercise price that is higher than the exercise price of my cancelled options.

	4.		By participating in the Agilent stock option exchange program, I agree to give up all rights I may have with respect to the options that I elect to exchange and I acknowledge that the cancelled options will not be reinstated for any reason.

	5.		I agree that decisions with respect to future grants under any Agilent employee stock plan, if any, will be at the sole discretion of Agilent.

	6.		I agree that: (i) the exchange program is discretionary in nature and may be suspended or terminated by Agilent at any time prior to the cancellation of the existing options; (ii) Agilent may, at its discretion, refuse to accept my election to participate; and (iii) the exchange program is a one-time offer which does not create any contractual or other right to receive future offers, or benefits in lieu of offers.

	7.		I agree that: (i) the future value of the Agilent common stock is unknown and cannot be predicted with certainty; and (ii) no claim or entitlement to compensation or damages arises if the option price for the new options is greater than for my exchanged options and I irrevocably release Agilent and its subsidiaries from any such claim that may arise.

	8.		I agree that: (i) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is an extraordinary item of income which is outside the scope of the employment contract; (ii) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

	9.		Neither my participation in the Agilent stock option exchange program nor this Election Agreement shall be construed so as to grant me any right to remain in the employ of Agilent or any of its subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).

	10.		For the exclusive purpose of implementing, administering and managing my participation in the stock option exchange program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Agilent and its subsidiaries. I understand that Agilent Technologies, Inc. and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Agilent, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option exchange program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option exchange program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local legal department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to exchange, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the new option (if granted). I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the stock option exchange program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local legal department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to exchange. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local legal department representative.

	11.		Regardless of any action that Agilent or a subsidiary of Agilent takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the exchange, including the cancellation/exchange of eligible options, the grant of new options, the exercise of new options and the sale of shares (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Agilent and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Agilent and/or its subsidiaries or from proceeds of the sale of shares. Alternatively, or in addition, if permissible under local law, Agilent may, in its discretion: (1) sell or arrange for the sale of shares of Agilent common stock that I acquire to meet the Applicable Withholding obligation; and/or (2) withhold in shares of Agilent common stock, provided that Agilent withholds only the amount of shares of Agilent common stock necessary to satisfy the minimum withholding amount. Finally, I agree to pay to Agilent or its subsidiary any amount of Applicable Withholdings that Agilent or its subsidiary may be required to withhold as a result of my participation in the stock option exchange program if Agilent does not satisfy the Applicable Withholding through other means.

	12.		The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Agilent with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to exchanged stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

	13.		I agree that participation in the Agilent stock option exchange program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents. I agree to accept as binding, conclusive and final all decisions or interpretations of Agilent upon any questions relating to the stock option exchange and this Election Agreement.

	14.		I acknowledge that by clicking on the “I Agree” button below, I agree to be bound by the electronic execution of this Election Agreement.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

To view the information below in another language please click on one of the following buttons:

You have made the elections below. If this is correct click the Submit button below, if it is not, click the Change Election button below to modify your selections.

By clicking on the Submit button I have agreed to the Terms and Conditions of this Election Agreement:

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

To view the information below in another language please click on one of the following buttons:

You may log back onto this web site to change your election at any time until the expiration of this offer at 5 p.m. Pacific Time on June 18, 2003. You may also log back on to review your election.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

You have logged out of
Agilent’s Stock Option Exchange Program.
Thank you for participating.

To view the information below in another language please click on one of the following buttons:

Welcome back, [your name]. If you do not wish to change your election, you may logout. To change your elections, click the Change Election button below. Please note that the table below reflects the following exchange ratios:

To add, withdraw or change the options that you wish to exchange, you must follow the Instructions described on the web site. If you log back into the web site, click any boxes to change your election and click to Submit your election, your previous election will be voided. This is true even if the end result is the same choice as your previous election.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

36 EX-99.(A)(1)(C) 4 f86572a1exv99wxayx1yxcy.htm EXHIBIT (A)(1)(C) Exhibit (a)(1)(c)

[Translation buttons appear in online version to link to translated page in pdf. Translated pages in the appropriate language were included in hard-copy packets.]

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela [and were used in hard-copy packets sent to employees on leave of absence or without Agilent e-mail.]

as provided for in the Offer to Exchange. Any confirmation of receipt will merely be a notification that we have received your Election Agreement and does not mean that your options have been cancelled.

If you log back into the Election Agreement, change your election and submit your election, your previous election will be voided and you must follow all of the instructions to complete your new Election Agreement. This is true even if the end result is the same choice as your previous election. Your new Election Agreement will not be complete until you follow the procedures to sign and return this Election Agreement by fax or mail.

	1.		I agree and confirm that my election choices are those indicated in the table on the Election Agreement.

	2.		By participating in the Agilent stock option exchange program, I agree to all of the terms of the offer set forth in the Offer Documents and I acknowledge and accept the risks set forth in the Offer Documents.

	3.		I agree that: (i) participation in the stock option exchange is voluntary; (ii) if I terminate employment for any reason prior to the new grant date, I will not receive a new stock option nor will I receive any compensation in lieu of my cancelled options; and (iii) if the stock price goes up, my new option may have an exercise price that is higher than the exercise price of my cancelled options.

	4.		By participating in the Agilent stock option exchange program, I agree to give up all rights I may have with respect to the options that I elect to exchange and I acknowledge that the cancelled options will not be reinstated for any reason.

	5.		I agree that decisions with respect to future grants under any Agilent employee stock plan, if any, will be at the sole discretion of Agilent.

	6.		I agree that: (i) the exchange program is discretionary in nature and may be suspended or terminated by Agilent at any time prior to the cancellation of the existing options; (ii) Agilent may, at its discretion, refuse to accept my election to participate; and (iii) the exchange program is a one-time offer which does not create any contractual or other right to receive future offers, or benefits in lieu of offers.

	7.		I agree that: (i) the future value of the Agilent common stock is unknown and cannot be predicted with certainty; and (ii) no claim or entitlement to compensation or damages arises if the option price for the new options is greater than for my exchanged options and I irrevocably release Agilent and its subsidiaries from any such claim that may arise.

	8.		I agree that: (i) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is an extraordinary item of income which is outside the scope of the employment contract; (ii) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

	9.		Neither my participation in the Agilent stock option exchange program nor this Election Agreement shall be construed so as to grant me any right to remain in the employ of Agilent or any of its subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).

	10.		For the exclusive purpose of implementing, administering and managing my participation in the stock option exchange program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Agilent and its subsidiaries. I understand that Agilent Technologies, Inc. and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Agilent, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option exchange program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option exchange program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local legal department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to exchange, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the new option (if granted). I understand that Data will be held

			only as long as is necessary to implement, administer and manage my participation in the stock option exchange program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local legal department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to exchange. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local legal department representative.

	11.		Regardless of any action that Agilent or a subsidiary of Agilent takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the exchange, including the cancellation/exchange of eligible options, the grant of new options, the exercise of new options and the sale of shares (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Agilent and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Agilent and/or its subsidiaries or from proceeds of the sale of shares. Alternatively, or in addition, if permissible under local law, Agilent may, in its discretion: (1) sell or arrange for the sale of shares of Agilent common stock that I acquire to meet the Applicable Withholding obligation; and/or (2) withhold in shares of Agilent common stock, provided that Agilent withholds only the amount of shares of Agilent common stock necessary to satisfy the minimum withholding amount. Finally, I agree to pay to Agilent or its subsidiary any amount of Applicable Withholdings that Agilent or its subsidiary may be required to withhold as a result of my participation in the stock option exchange program if Agilent does not satisfy the Applicable Withholding through other means.

	12.		The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Agilent with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to exchanged stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

	13.		I agree that participation in the Agilent stock option exchange program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents. I agree to accept as binding, conclusive and final all decisions or interpretations of Agilent upon any questions relating to the stock option exchange and this Election Agreement.

	14.		I acknowledge that I may be executing part or all of this Election Agreement in English and I agree to be bound accordingly.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The
Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela.

You have made the elections below. If this is correct, click the Submit button below, if it is not, click the Change Election button below to modify your elections.

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

To view the information below in another language please click on one of the following buttons:

For the countries of Argentina, Austria, Belgium, Brazil, France, Germany, Italy, Japan, The
Netherlands, Philippines, Russia, Spain, Switzerland or Venezuela

If you need help, please contact the Mellon call center:
1-888-778-1312 (From within the US)
201-329-8467 (From outside the US, no charge to caller)

Please sign and date this page of the Election Agreement and fax it to the number below.
Keep a copy for your records.

To view the information below in another language please click on one of the following buttons:

Changing your Election: To add, withdraw or change the options that you wish to exchange, you must submit a new Election Agreement to Mellon before the expiration date by following the procedures described in the Offer Documents. The Offer Documents consist of the Offer to Exchange dated May 20, 2003, the Election Agreement and the web site pages, as they may be amended. Your new Election Agreement must include the required information regarding all of the options you want to exchange.

	1.		I agree and confirm that my election choices are those indicated in the table on the Election Agreement.

	2.		By participating in the Agilent stock option exchange program, I agree to all of the terms of the offer set forth in the Offer Documents and I acknowledge and accept the risks set forth in the Offer Documents.

	3.		I agree that: (i) participation in the stock option exchange is voluntary; (ii) if I terminate employment for any reason prior to the new grant date, I will not receive a new stock option nor will I receive any compensation in lieu of my cancelled options; and (iii) if the stock price goes up, my new option may have an exercise price that is higher than the exercise price of my cancelled options.

	4.		By participating in the Agilent stock option exchange program, I agree to give up all rights I may have with respect to the options that I elect to exchange and I acknowledge that the cancelled options will not be reinstated for any reason.

	5.		I agree that decisions with respect to future grants under any Agilent employee stock plan, if any, will be at the sole discretion of Agilent.

	6.		I agree that: (i) the exchange program is discretionary in nature and may be suspended or terminated by Agilent at any time prior to the cancellation of the existing options; (ii) Agilent may, at its discretion, refuse to accept my election to participate; and (iii) the exchange program is a one-time offer which does not create any contractual or other right to receive future offers, or benefits in lieu of offers.

	7.		I agree that: (i) the future value of the Agilent common stock is unknown and cannot be predicted with certainty; and (ii) no claim or entitlement to compensation or damages arises if the option price for the new options is greater than for my exchanged options and I irrevocably release Agilent and its subsidiaries from any such claim that may arise.

	8.		I agree that: (i) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is an extraordinary item of income which is outside the scope of the employment contract; (ii) the value of any options cancelled, promised or granted pursuant to the stock option exchange program is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

	9.		Neither my participation in the Agilent stock option exchange program nor this Election Agreement shall be construed so as to grant me any right to remain in the employ of Agilent or any of its subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).

	10.		For the exclusive purpose of implementing, administering and managing my participation in the stock option exchange program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Agilent and its subsidiaries. I understand that Agilent Technologies, Inc. and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Agilent, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option exchange program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option exchange program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local legal department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to exchange, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the new option (if granted). I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the stock option exchange program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my

			local legal department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to exchange. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local legal department representative.

	11.		Regardless of any action that Agilent or a subsidiary of Agilent takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the exchange, including the cancellation/exchange of eligible options, the grant of new options, the exercise of new options and the sale of shares (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Agilent and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Agilent and/or its subsidiaries or from proceeds of the sale of shares. Alternatively, or in addition, if permissible under local law, Agilent may, in its discretion: (1) sell or arrange for the sale of shares of Agilent common stock that I acquire to meet the Applicable Withholding obligation; and/or (2) withhold in shares of Agilent common stock, provided that Agilent withholds only the amount of shares of Agilent common stock necessary to satisfy the minimum withholding amount. Finally, I agree to pay to Agilent or its subsidiary any amount of Applicable Withholdings that Agilent or its subsidiary may be required to withhold as a result of my participation in the stock option exchange program if Agilent does not satisfy the Applicable Withholding through other means

	12.		The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Agilent with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to exchanged stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

	13.		I agree that participation in the Agilent stock option exchange program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents. I agree to accept as binding, conclusive and final all decisions or interpretations of Agilent upon any questions relating to the stock option exchange and this Election Agreement.

	14.		I acknowledge that by clicking on the “I Agree” button below, I agree to be bound by the electronic execution of this Election Agreement.

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AGILENT TECHNOLOGIES, INC.

1999 STOCK PLAN

(Amendment and Restatement, Effective May 21, 2002)

1. Purposes of the Plan. The purpose of this 1999 Stock Plan is to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the Company’s continued progress and, thereby, encourage recipients to act in the stockholder’s interest and share in the Company’s success.

(c) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. federal and state laws, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan.

(o) “Employee” means a regular employee of the Company or any Subsidiary, including Officers and Directors, who is treated as an employee in the personnel records of the Company or its Subsidiary for the relevant period, but shall exclude individuals who are classified by the Company or its Subsidiary as (A) leased from or otherwise employed by a third party, (B) independent contractors, or (C) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise. An Awardee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or its Subsidiary or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(q) “Fair Market Value” means, as of any date, the average of the highest and lowest quoted sales prices for such Common Stock as of such date (or if no sales were reported on such date, the average 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 Administrator shall determine.

3. Stock Subject to the Plan. Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 112,800,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

If an Award expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto, if any, shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon exercise of an Award, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration. The Board may delegate to the Executive Committee of the Board (the “Executive Committee”) the power to approve Awards to Participants who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, “covered employees” under Section 162(m) of the Code.

(iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when an Award may be exercised (which may or may not be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements, (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign tax laws, regulations and practice;

(viii) to modify or amend each Award, including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan, provided, however, that any such amendment is subject to Section 16(c) of the Plan and may not impair any outstanding Award unless agreed to in writing by the Awardee;

Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Awardee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(x) to authorize conversion or substitution under the Plan of any or all outstanding stock options held by optionees of an entity acquired by the Company (the “Conversion Options”). Any conversion or substitution shall be effective as of the close of the merger or acquisition. The Conversion Options may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Options shall have the same terms and conditions as Options generally granted by the Company under the Plan;

(a) Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave an Awardee’s employment with the Company shall be deemed terminated for Incentive Stock Option purposes and any Incentive Stock Option held by the Awardee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option three (3) months thereafter.

expressly reserve the right, at any time, to dismiss a Participant at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than seventy-five per cent (75%) of the Fair Market Value per Share on the Grant Date. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date.

(iv) Other than in connection with a change in the Company’s capitalization (as described in Section 15(a), Options may not be repriced, replaced, regranted through cancellation or modified without shareholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of such Incentive Stock Options or Nonstatutory Stock Options.

(c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the Grant Date. Acceptable forms of consideration may include:

(iii) other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Awardee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the respective Award Agreement. No Option may be exercised during any leave of absence other than an approved personal or medical leave with

an employment guarantee upon return. An Option shall continue to vest during any authorized leave of absence and such Option may be exercised to the extent vested upon the Awardee’s return to active employment status. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, (ii) full payment for the Shares with respect to which the related Option is exercised, and (iii) with respect to Nonstatutory Stock Options, payment of all applicable withholding taxes due upon such exercise.

Shares issued upon exercise of an Option shall be issued in the name of the Awardee or, if requested by the Awardee, in the name of the Awardee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 of the Plan.

(b) Termination of Employment. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee ceases to be an Employee, other than as a result of circumstances described in Sections 10(c), (d), (e) and (f) below, the Awardee’s unvested Option shall terminate immediately upon the Awardee’s termination. On the date of the Awardee’s termination of employment, the Shares covered by the unvested portion of his or her Option shall revert to the Plan.

Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee ceases to be an Employee, other than as a result of circumstances described in Sections 10(c), (d), (e) and (f) below, the Awardee’s vested Option shall be exercisable for 3 months after the Awardee’s termination, or if earlier, the expiration of the term of such Option. If the Awardee does not exercise his or her vested Option within the appropriate exercise period set forth above, the Option shall automatically terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability or Retirement of Awardee. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee ceases to be an Employee as a result of the Awardee’s total and permanent disability or retirement due to age, in accordance with the Company’s or its Subsidiaries’ retirement policy, all unvested Options shall immediately vest and the Awardee may exercise his or her Option within three (3) years of the date of such disability or retirement for a Nonstatutory Stock Option, within three (3) months of the date of such disability or retirement for an Incentive Stock Option, or if earlier, the expiration of the term of such Option. If the Awardee does not exercise his or her Option within the time specified herein, the Option shall automatically terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Awardee. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee dies while an Employee, all unvested Options shall immediately vest and all Options may be exercised for one (1) year following the Awardee’s death, or if earlier, the expiration of the term of such Option. The Option may be exercised by the beneficiary designated by the Awardee (as provided in Section 17), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Option under the Awardee’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall automatically terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Voluntary Severance Incentive Program and Workforce Management Program. If an Awardee ceases to be an Employee as a result of participation in the Company’s or its Subsidiaries’ voluntary severance incentive program approved by the Board or Executive Committee, all unvested Options shall immediately vest and all outstanding Options shall be exercisable for three (3) months following the Awardee’s termination (or such other period of time as provided for by the Administrator) or if earlier, the expiration of the term of such Option. If, after termination, of Awardee’s employment the Awardee does not exercise his or her Option within the time specified herein, the Option shall automatically terminate, and the Shares covered by such Option shall revert to the Plan.

If an Awardee ceases to be an Employee as a result of participation in the Company’s Workforce Management Program, all unvested Options or SARs granted after August 28, 2001, shall immediately vest and all outstanding Options or SARs shall be exercisable for three (3) months following the Awardee’s termination or if earlier, the expiration of the term of such Option or SAR. If, after termination, of Awardee’s employment the Awardee does not exercise his or her Option or SAR within the time specified herein, the Option or SAR shall automatically terminate, and the Shares covered by such Option or SAR shall revert to the Plan.

(f) Divestiture. If an Employee ceases to be a Participant because of a divestiture of the Company, the Administrator may, in its sole discretion, make such Employee’s outstanding Options fully vested and exercisable and provide that such Options remain exercisable for a period of time to be determined by the Administrator. The determination of whether a divestiture will occur shall be made by the Administrator in its sole discretion. If, after the close of the divestiture, the Awardee does not exercise his or her Option within the time specified herein, the Option shall automatically terminate and the shares covered by such Option shall revert to the Plan.

(g) Buyout Provisions. At any time, the Administrator may, but shall not be required to, offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Awardee at the time that such offer is made.

electronically. SARs shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Award Agreement.

(b) Exercise. Upon the exercise of a SAR, in whole or in part, an Awardee shall be entitled to a cash payment in an amount equal to the difference between the Fair Market Value of a fixed number of shares of Common Stock covered by the exercised portion of the SAR on the date of such exercise, over the Fair Market Value of the Common Stock covered by the exercised portion of the SAR on the Grant Date; provided, however, that the Administrator may place limits on the aggregate amount that may be paid upon the exercise of a SAR. The Company’s obligation arising upon the exercise of a SAR will be paid in cash.

(c) Method of Exercise. A SAR shall be deemed to be exercised when written or electronic notice of such exercise has been given to the Company in accordance with the terms of the SAR by the person entitled to exercise the SAR. The SAR shall cease to be exercisable to the extent it has been exercised.

(d) Termination of Employment. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee ceases to be an Employee, other than as a result of circumstances described in Sections 11(e) and (f) below, the Awardee’s unvested SAR, shall terminate immediately upon the Awardee’s termination.

Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee ceases to be an Employee, other than as a result of circumstances described in Sections 11(e) and (f) below, the Awardee’s vested SAR shall be exercisable for 3 months after the Awardee’s termination, or if earlier, the expiration of the term of such SAR.

(e) Disability or Retirement of Awardee. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee ceases to be an Employee as a result of the Awardee’s total and permanent disability or retirement due to age, in accordance with the Company’s or its Subsidiaries’ retirement policy, the Award shall immediately vest. The Awardee may exercise his or her SAR within three (3) three years following the Awardee’s total and permanent disability or retirement or, if earlier, the expiration of the term of such SAR. If the Awardee fails to exercise his or her SAR within the specified time period, the SAR shall terminate.

(f) Death of Awardee. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee dies while an Employee, the SAR shall immediately vest and be exercisable for (1) one year following the Awardee’s death or, if earlier, the expiration of the term of such SAR. The SAR may be exercised by the beneficiary designated by the Awardee (as provided in Section 17), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the SAR under the Awardee’s will or the laws of descent or distribution. If the SAR is not so exercised within the specified time period, the SAR shall terminate.

(g) Buyout Provisions. At any time, the Administrator may, but shall not be required to, offer to buy out for a payment in cash or Shares, SAR previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Awardee at the time that such offer is made.

(a) General. Stock Awards may be issued either alone, in addition to, or in tandem with other Awards granted under the Plan. After the Administrator determines that it will offer a Stock Award under the Plan, it shall advise the Awardee in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions related to the offer, including the number of Shares that the Awardee shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Awardee must accept such offer. The offer shall be accepted by execution of an Award Agreement in the form determined by the Administrator. The Administrator will require that all shares subject to a right of repurchase or forfeiture be held in escrow until such repurchase right or risk of forfeiture lapses. The grant or vesting of a stock award may be made contingent on achievement of performance conditions, including net order dollars, net profit dollars, net profit growth, net revenue dollars, revenue growth, individual performance, earnings per share, return on assets, return on equity, and other financial objectives, customer satisfaction indicators and guaranteed efficiency measures, each with respect to Agilent and/or an individual business unit.

(b) Forfeiture. Unless the Administrator determines otherwise, the Award Agreement shall provide for the forfeiture of the unvested Restricted Stock upon the Awardee ceasing to be an Employee except as provided below in Sections 12(c), (d) and (e). To the extent that the Awardee purchased the Restricted Stock, the Company shall have a right to repurchase the unvested Restricted Stock at the original price paid by the Awardee upon Awardee ceasing to be a Participant for any reason, except as provided below in Sections 12(c), (d) and (e).

(i) The Awardee shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Administrator, competes with, or is in conflict with the interest of, the Company. The Awardee shall be free, however, to purchase as an investment or otherwise stock or other securities of such organizations as long as they are listed upon a recognized securities exchange or traded over-the-counter, or as long as such investment does not represent a substantial investment to the Awardee or a significant (greater than 10%) interest in the particular organization. For the purposes of this subsection, a company (other than a Subsidiary) which is engaged in the business of producing, leasing or selling products or providing services of the type now or at any time hereafter made or provided by the Company shall be deemed to compete with the Company;

during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in foreign countries; and

(iv) An Awardee retiring due to age shall render, as a Consultant and not as an Employee, such advisory or consultative services to the Company as shall be reasonably requested by the Board or the Executive Committee in writing from time to time, consistent with the state of the retired Awardee’s health and any employment or other activities in which such Awardee may be engaged. For purposes of this Plan, the Awardee shall not be required to devote a major portion of time to such services and shall be entitled to reimbursement for any reasonable out-of-pocket expenses incurred in connection with the performance of such services.

(d) Death of Awardee. Unless otherwise provided for by the Administrator in the Award Agreement, if an Awardee dies while an Employee, the Stock Award shall immediately vest and all forfeiture provisions and repurchase rights shall lapse as to a prorated number of shares determined by dividing the number of whole years since the Grant Date by the number of whole years between the Grant Date and the date that the Stock Award would have fully vested (as provided for in the Award Agreement). The vested portion of the Stock Award shall be delivered to the beneficiary designated by the Awardee (as provided in Section 17), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution.

(e) Voluntary Severance Incentive Program. If an Awardee ceases to be an Employee as a result of participation in the Company’s or its Subsidiaries’ voluntary severance incentive program approved by the Board or Executive Committee, the Stock Award shall immediately vest and all forfeiture provisions and repurchase rights shall lapse as to a prorated number of shares determined by dividing the number of whole years since the Grant Date by the number of whole years between the Grant Date and the date that the Stock Award would have fully vested (as provided for in the Award Agreement).

(f) Rights as a Shareholder. Unless otherwise provided for by the Administrator, once the Stock Award is accepted, the Awardee shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her acceptance of the Stock Award is entered upon the records of the duly authorized transfer agent of the Company.

13. Cash Awards. Cash Awards may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. After the Administrator determines that it will offer a Cash Award, it shall advise the Awardee in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions related to the Cash Award.

14. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by the beneficiary designation, will or by the laws of descent or distribution and may be exercised, during the lifetime of the Awardee, only by the Awardee. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number and kind of shares of Common Stock covered by each outstanding Award, and the number and kind of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Awardee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Option or SAR to be fully vested and exercisable until ten (10) days prior to such transaction. In addition, the Administrator may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed transaction.

(c) Merger or Asset Sale. In the event there is a change of control of the Company, as determined by the Board, the Board may, in its discretion, (A) provide for the assumption or substitution of, or adjustment to, each outstanding Award (B) accelerate the vesting of Options and SARs and terminate any restrictions on Cash Awards or Stock Awards or (C) provide for the cancellation of Awards for a cash payment to the Awardee.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Awardee and the Administrator, which agreement must be in writing and signed by the Awardee and the Company. Termination of the Plan shall not affect the Administrator’s ability to

exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

(a) An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary while employed with Hewlett-Packard Company, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee.

(b) Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award.

18. Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

19. Inability to Obtain Authority. To the extent the Company is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

Shares under this Plan, any such accounts will be used merely as a bookkeeping convenience. Except for the holding of Restricted Stock in escrow pursuant to Section 12, the Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Awardee with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation, which may be created by this Plan.

Pursuant to Section 4(b)(vi) of the Plan the following modifications to the Plan will apply in the countries as set forth below:

This Addendum (the “Australian Addendum”) to the Agilent Technologies, Inc 1999 Stock Plan (the “U.S. Plan”) is hereby adopted to set forth certain rules which, together with the provisions of the U.S. Plan which are not modified hereby, shall govern the operation of the Plan with respect to Australian-resident employees of Agilent Technologies, Inc. (“Agilent”) and its Australian subsidiaries (the “Australian Subsidiaries”). The Plan is intended to comply with the provisions of the Corporations Act 2001, ASIC Policy Statement 49 and any ASIC exemption instrument issued pursuant to that Policy Statement.

The Offer Document must include an undertaking that, and an explanation of the way in which, the Company will, during the option term and within a reasonable period of an offeree so requesting, make available to the Australian Offeree the Australian dollar equivalent of the current market price of the shares of Common Stock and the Australian dollar equivalent of the exercise price for the Options, as at the date of the offeree’s request.

For the purposes of this clause 6.3, the current market price of a share of Common Stock shall be taken as the price published by the operator of the New York Stock Exchange as the final price for the previous trading day. Please note that for Australian tax purposes, market value is defined differently, as described in the Offer Document.

For the purposes of clauses 6.2 and 6.3, the Australian dollar equivalent of the exercise price for the Options and current market price for a share of Common Stock shall be calculated by reference to the Australian/U.S. dollar exchange rate published by an Australian bank on the preceding business day.

In the case of any offer or invitation of unissued shares of Common Stock or Options for issue, the number of shares of Common Stock that are the subject of the offer or invitation to Australian residents or to be received on exercise of an Option must not exceed 5% of the total number of issued shares in that class of Agilent as at the time of the offer or invitation.

(a) the number of shares of Common Stock in the same class which would be issued to Australian residents were each outstanding offer or invitation or Option to acquire unissued shares of Common Stock, being an offer or invitation made or Option acquired pursuant to an employee share scheme extended only to employees (including directors) of Agilent and its associated bodies corporate, to be accepted or exercised (as the case may be); and

AMENDMENT NO. 1
TO THE
AGILENT TECHNOLOGIES, INC. 1999 STOCK PLAN
(Restatement, effective May 21, 2002)

Section 9(a)(iv) of the Agilent Technologies, Inc. 1999 Stock Plan, restated effective May 21, 2002, is hereby amended effective March 5, 2003, as follows:

		*Section 9. Option Exercise Price and Consideration.*

		(a) Exercise Price

		(iv) Other than in connection with a change in the Company’s capitalization (as described in Section 15(a)), Options may not be repriced, replaced, regranted through cancellation or modified without shareholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of such Incentive Stock Options or Nonstatutory Stock Options; provided, however, that the Company may effect a one-time exchange offer to be commenced in the discretion of the Committee no sooner than March 4, 2003 pursuant to which Employees granted Options pursuant to this Plan with an exercise price greater than $25.00 per share shall be given the one-time opportunity to elect to cancel such unexercised Options (the “Cancelled Options”), in exchange for the grant of replacement Options to purchase Shares of Common Stock in accordance with the exchange ratios set out below for each Share underlying the Cancelled Options (the “Replacement Options”).

Replacement Options shall be granted no less than six months and one day following the cancellation of the Cancelled Options, at a per Share exercise price equal to 100% of the Fair Market Value per Share on the Grant Date, and shall be granted to those who elected to participate, subject to continued employment with the Company. Except in certain countries outside of the United States as determined by the Committee in its sole discretion, each Replacement Option shall have a term equal to the remaining term of the Cancelled Option. Except in certain countries outside of the United States as determined by the Committee in its sole discretion, each Replacement Option shall be scheduled to vest as to 50% of the Shares subject thereto on the first anniversary of the Grant Date and as to the remaining 50% of the Shares subject thereto on the second anniversary of the Grant Date, subject to continued employment with the Company. Notwithstanding the foregoing, the Company’s Directors, Named Executive Officers specified in the Company’s Proxy Statement for the 2003 Annual Meeting, other Officers and non-U.S. Participants as determined in the sole discretion of the Committee shall not participate in this exchange offer, and this exchange offer will be structured so that the Company avoids incurring compensation charges for financial accounting purposes.

AMENDMENT NO. 2
TO THE
AGILENT TECHNOLOGIES, INC. 1999 STOCK PLAN
(Restatement, effective May 21, 2002)

Section 23 of the Agilent Technologies, Inc. 1999 Stock Plan, restated effective May 21, 2002, as amended, is hereby amended effective May 20, 2003, as follows:

23. Governing Law; Forum. This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of Delaware. Any proceeding arising out of or relating to this Plan may be brought only in the state of federal courts located in the Northern District of California. The Company and the Participants irrevocably submit to the exclusive jurisdiction of such courts in any such proceeding, waive any objection to venue or to convenience of forum, agree that all claims in respect of any proceeding shall be heard and determined only in such courts and agree not to bring any proceeding arising out of or relating to the Plan in any other court, whether inside or outside of the United States.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment No. 2 to the restated Plan on the date indicated below.


Transaction Valuation*	Amount of Filing Fee

$154,092,334		$12,466.07**


Amount Previously Paid:		Not applicable.
Form or Registration No.:		Not applicable.
Filing party:		Not applicable.
Date filed:		Not applicable.


		o		third party tender offer subject to Rule 14d-1.
		x		issuer tender offer subject to Rule 13e-4.
		o		going-private transaction subject to Rule 13e-3.
		o		amendment to Schedule 13D under Rule 13d-2.


SIGNATURE
INDEX TO EXHIBITS
EXHIBIT (A)(1)(B)
EXHIBIT (A)(1)(C)
EXHIBIT (D)(1)


		AGILENT TECHNOLOGIES, INC


		/s/ D. Craig Nordlund

		D. Craig Nordlund Senior Vice President, General Counsel and Secretary

Date: June 6, 2003

Table of Contents

Table of Contents

Table of Contents

Table of Contents


Exhibit
Number		Description

(a)(1)(a)*		Offer to Exchange Outstanding Options Under Our 1999 Stock Plan for New Options, dated May 20, 2003.

(a)(1)(b)		Option Exchange website pages.

(a)(1)(c)		Forms of Election Agreements.

(a)(1)(d)*		Form of Cover letter for paper election packets.

(a)(1)(e)*		Form of Promise to Grant Stock Option and No Election Confirmation Message.

(a)(1)(f)*		Human resources manager communication for use on or after May 20, 2003.

(a)(1)(g)*		Forms of PIN notification for eligible employees.

(a)(1)(h)*		May 20, 2003 e-mail communications to employees.

(a)(1)(i)*		May 20, 2003 manager training slide set.

(a)(1)(j)*		Option Exchange reminder e-mail communication to employees.

(a)(1)(k)*		Supplementary Australia document.

(a)(1)(l)*		Supplementary Belgium document.

(a)(1)(m)*		Supplementary Japan document.

(a)(1)(n)*		Mellon Investor Services LLC Auto Attendant Recorded U.S. Phone Line.

(a)(1)(o)*		Supplementary New Zealand letter.

(a)(1)(p)*		Communication to employees notified of Work Force Management.

(b)		Not applicable.

(d)(1)		Agilent 1999 Stock Plan, as amended and restated, and Amendment No. 1 and Amendment No. 2 thereto.

(d)(2)*		Forms of stock option agreement for Agilent 1999 Stock Plan, as amended and restated, and as amended by Amendment No. 1.

(g)		Not applicable.

(h)		Not applicable.


Chinese (Simplified) Italian		Chinese (Traditional) Japanese		Danish Korean		Dutch Malay		French Portuguese		German Spanish


By Facsimile:	By Mail:	By Overnight Courier:

(201) 329-8456	Mellon Investor Services LLC	Attn: Reorganization Dept.
	Attn: Reorganization Dept	85 Challenger Road
	P. O. Box 3308	Mail Stop — Reorg.
	South Hackensack, NJ 07606	Ridgefield Park, NJ 07660
	USA	USA


Country	Languages	Country	Languages

Argentina	English Spanish	Malaysia	English Malay

Austria	English German	Mexico	English Spanish

Australia	English	Netherlands	English Dutch

Belgium	English Dutch	New Zealand	English

Brazil	English Portuguese	Norway	English

Canada	English French	Philippines	English

China	English Simplified Chinese	Puerto Rico	English Spanish

Denmark	English Danish	Russia	English

Finland	English	Singapore	English

France	English French	Spain	English Spanish

Germany	English German	Sweden	English

Hong Kong	English	Switzerland	English French German

India	English	Taiwan	English Traditional Chinese


Ireland	English	Thailand	English

Israel	English	United Kingdom	English

Italy	English Italian	United States	English

Japan	English Japanese	Venezuela	English Spanish

Korea	English Korean


Exchange Ratio

Exercise Price Range		(Cancelled to New)

$25.01 to $39.99		1.5 to 1
$40.00 to $69.99		2.0 to 1
$70.00 to $89.99		2.5 to 1
$90.00 and above		4.0 to 1


Chinese (Simplified)	Chinese(Traditional)	Danish	Dutch	French	German
Italian	Japanese	Korean	Malay	Portuguese	Spanish


Date:

						OFFEREE SIGNATURE
						[Employee Name]

Date:

						AGILENT TECHNOLOGIES, INC.


By Facsimile:	By Mail:	By Overnight Courier:

	Mellon Investor Services LLC	Mellon Investor Services LLC
(201) 329-8456	Attn: Reorganization Dept	Attn: Reorganization Dept.
	P. O. Box 3308	85 Challenger Road
	South Hackensack, NJ 07606	Mail Stop — Reorg.
	USA	Ridgefield Park, NJ 07660
		USA


Chinese (Simplified)	Chinese (Traditional)	Danish	Dutch	French	German
Italian	Japanese	Korean	Malay	Portuguese	Spanish


	Welcome!


		Exchange
		Ratio
		[Cancelled to
Exercise Price Range		New]

$25.01 to $39.99		1.5 to 1
$40.00 to $69.99		2.0 to 1
$70.00 to $89.99		2.5 to 1
$90.00 and above		4.0 to 1


	Agilent Technologies, Inc.

	By: /s/ D. Craig Nordlund

	Name: D. Craig Nordlund

	Title: Senior Vice President,

		General Counsel and Secretary