AGILENT TECHNOLOGIES, INC. SUPPLEMENTAL BENEFIT RETIREMENT PLAN

Exhibit 10.25

AGILENT TECHNOLOGIES, INC.

SUPPLEMENTAL BENEFIT RETIREMENT PLAN

(Amended and Restated Effective January 1, 2005)

SECTION 1.    ESTABLISHMENT AND PURPOSE OF PLAN

        The Plan is intended to provide supplemental retirement benefits to certain management and highly compensated employees equal to those benefits that are limited under the Deferred Profit Sharing Plan and/or Retirement Plan because of the limitations on contributions and benefits imposed by Section 415 of the Code and the limitation on compensation imposed by Section 401(a)(17) of the Code. This Plan is intended to be an unfunded excess benefit plan under Sections 3(36) and 4(b)(5) of ERISA. The Company retains the right, as provided in Section 8, to amend or terminate the Plan in accordance with the requirements under Section 409A of the Code. The Plan is administered by the Compensation Committee of the Board of Directors of the Company, as provided in Section 7.

        Benefits accrued under this Plan prior to January 1, 2005 shall be governed by the terms and conditions of this Plan as in effect as of December 31, 2004. Benefits accrued under this Plan on or after January 1, 2005 shall be governed under this Plan effective December 31, 2004, as amended from time to time.

SECTION 2.    DEFINITIONS

        Certain capitalized words and phrases used in the text of the Plan shall have the meaning attributed to them in the DPSP or RP or the following meaning unless the text further specifies the meaning or from the context it clearly appears otherwise:

        (a)   "Actual DPSP Account" means the amount in the separate account established for each Participant under the DPSP.

        (b)   "Actual RP Benefit" means the benefit in fact determined under the RP as of the date when benefits are to be paid under the DPSP or RP.

        (c)   "Committee" means the Compensation Committee of the Board of Directors of the Company; provided, that for purposes of Section 9, with respect to any Participant other than a Participant who is an executive officer as defined under the Securities Exchange Act of 1934 and the regulations thereunder, Committee means the Executive Committee of the Board of Directors of the Company.

        (d)   "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        (e)   "Company" means Agilent Technologies, Inc., a Delaware corporation.

        (f)    "Distribution Date" means the date the Company is no longer a member of the Hewlett-Packard Company controlled group of corporations (within the meaning of Section 1563(a) of the Code).

        (g)   "DPSP" or "Deferred Profit Sharing Plan" means the Agilent Technologies, Inc. Deferred Profit Sharing Plan adopted and effective as of May 1, 2000, and as it may be amended from time to time.

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

        (i)    "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

        (j)    "Participant" means any individual entitled to a Virtual DPSP Account under Section 4 or a Virtual Retirement Benefit under Section 5.

        (k)   "Plan" means the Agilent Technologies, Inc. Supplemental Benefit Retirement Plan, as described herein and as it may be amended from time to time.

        (l)    "RP" or "Retirement Plan" means the Agilent Technologies, Inc. Retirement Plan adopted and effective as of May 1, 2000, and as it may be amended from time to time.

        (m)  "Terminate" or "Terminates" means a separation from service within the meaning of Treasury Regulation § 1.409A-1(h). A Participant shall not be deemed to have separated from service if the Participant continues to provide services to an Employer at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment with the Employer (or if employed by the Employer less than three (3) years, such lesser period); provided, however, that a separation from service will be deemed to have occurred if a Participant's service with an Employer is reduced to an annual rate that is less than twenty percent (20%) of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment with the Employer (or if employed by the Employer less than three (3) years, such lesser period).

        (n)   "Termination Date" means the date in which a Participant Terminates.

        (o)   "Virtual DPSP Account" means a bookkeeping account established under Section 4 to which is credited all investment earnings as provided in Section 4.

        (p)   "Virtual Retirement Benefit" means the benefit payable to a Participant or Beneficiary determined under Section 5.

        (q)   "Virtual RP Benefit" means the benefit determined under the RP based on the Annuity Value of the Actual DPSP Account, if applicable, but otherwise without regard to the limitations of Section 415 or Section 401(a)(17) of the Code.

SECTION 3.    ELIGIBILITY AND PARTICIPATION

        (a)    General Rule .    Any individual who is participating in the DPSP and/or the RP and who by reason of the limitations of Section 415 or Section 401(a)(17) of the Code is unable to receive the formula contributions or benefits otherwise provided under the DPSP and/or RP shall automatically be a Participant in this Plan.

        (b)    Termination of Participation .    An individual shall cease to be a Participant as of the date he or she ceases to be an Employee, unless the individual is entitled to benefits hereunder, in which event his or her status as a Participant shall terminate on the earlier of the date of his or her death or the date no further amount is payable to the individual hereunder.

SECTION 4.    VIRTUAL DPSP ACCOUNTS

        A separate account, called a "Virtual DPSP Account," shall be maintained by the Committee for each Participant. The value of the Virtual DPSP Account as of May 1, 2000 shall equal the value of the Virtual DPSP Account each Participant had under the Hewlett-Packard Company Excess Benefit Retirement Plan on the business day preceding May 1, 2000. As of the last day of each Plan Year, or in the case of an Employee who Terminates and who has made claim for benefits under the DPSP, as of the Employee's Valuation Date (if other than the last day of the Plan Year), each Virtual DPSP Account shall be revalued. For purposes of valuation, the Virtual DPSP Account shall be deemed invested as the assets of the DPSP.

SECTION 5.    VIRTUAL RETIREMENT BENEFIT

        (a)    Determination of Benefit .    The benefits payable under this Plan shall be determined as of the date when benefits are to be paid under the DPSP or RP or (i) prior to January 1, 2008, as of the

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October 31, or (ii) on or after January 1, 2008, as of the last day of the fiscal quarter, preceding the distribution date of benefits under this Plan if benefits have not yet been paid under the DPSP or RP.

        As of the applicable date provided above, the Committee shall determine the Virtual RP Benefit and the Actual RP Benefit. As of the same date the Committee shall determine the Annuity Value of the Virtual DPSP Account, if any, in the same manner as the Annuity Value of the Actual DPSP Account, if any