Amended And Restated 1999 Non-employee Director Stock Plan

Exhibit 10.19


AGILENT TECHNOLOGIES, INC.

1999 NON-EMPLOYEE DIRECTOR STOCK PLAN

Amended and Restated, Effective January 20, 2004

PART I . PLAN ADMINISTRATION AND ELIGIBILITY


1. Purpose . The purpose of this 1999 Non-Employee Director Stock Plan (the "Plan") of Agilent Technologies, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company (each, a "Non-Employee Director," or collectively, the "Non-Employee Directors") whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to remain as directors of the Company.

2. Administration . The Board of Directors (the "Board") of the Company or any committee (the "Committee") of the Board that will satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations promulgated thereunder, as from time to time in effect, including any successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee shall consist solely of two or more non-employee directors of the Company, who shall be appointed by the Board. A member of the Board shall be deemed to be a "non-employee director" only if he or she satisfies such requirements as the Securities and Exchange Commission may establish for non-employee directors under Rule 16b-3. Members of the Board receive no additional compensation for their services in connection with the administration of the Plan.


The Board or the Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Board or the Committee shall determine all questions of interpretation of the Plan or of any shares issued under it and such determination shall be final and binding upon all persons having an interest in the Plan. Any or all powers and discretion vested in the Board or the Committee under this Plan may be exercised by any subcommittee so authorized by the Board or the Committee and satisfying the requirements of Rule 16b-3.

3. Participation in the Plan . Each member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates shall be eligible to receive payment for his or her Annual Retainer (as defined in Section 12 below) under the Plan.

4. Stock Subject to the Plan . The maximum number of shares of the Company's $0.01 par value Common Stock ("Common Stock") which may be issued under the Plan shall be One Million (1,000,000). The limitation on the number of shares that may be issued under the Plan shall be subject to adjustment as provided in Section 10 of the Plan.

If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.


PART II . TERMS OF THE PLAN


5. Term of the Plan . The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company as described in Section 15 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

6. Time for Granting Options . No options shall be granted, and no Common Stock grant (as defined in Section 7(d) below) shall be made, after the date on which this Plan terminates. The applicable terms of this Plan, and any terms and conditions applicable to the options granted or shares issued prior to such date, shall survive the termination of the Plan and continue to apply to such options and shares.


7. Terms and Conditions .


(a) Compensation . Except for the Lead Director, each Non-Employee Director's Annual Retainer shall consist of an option to purchase shares of Common Stock (an "Option Payment") in an amount equivalent to seventy-five thousand dollars ($75,000.00) and sixty-five thousand dollars ($65,000.00) in cash (the "Cash Payment").

In addition, Non-Employee Directors who serve as the chairperson of a Board committee shall be entitled to a "Committee Chair Premium". Specifically, the chairpersons of both the Compensation Committee and the Audit and Finance Committee of the Board, provided they are not the Lead Director, shall, on an annual basis, receive an additional ten thousand dollars ($10,000.00) in cash and the chairperson of all other Board committees, provided that they are not the Lead Director, shall, on an annual basis, receive an additional five thousand dollars ($5000.00) in cash.


The Lead Director shall receive an Annual Retainer that shall consist of an option to purchase shares of Common Stock (an "Option Payment") in an amount equivalent to seventy-five thousand dollars ($75,000.00) and one hundred thousand dollars ($100,000.00) in cash. The Lead Director shall not be eligible to receive any Committee Chair Premiums.

(b) Opt ...