Summary of Compensation Arrangement between Agilent and the Non-Employee Directors

Exhibit 10.49

Summary of Compensation Arrangement between Agilent and the Non-Employee Directors

Effective as of March 1, 2009, each of Paul N. Clark, Robert J. Herbold, Robert L. Joss, Koh Boon Hwee, Heidi Kunz, David M. Lawrence, M.D. and A. Barry Rand, the non-employee directors of Agilent, receive annually (a) $75,000 in cash which is paid quarterly; (b) $75,000 in value of a stock option; and (c) $75,000 in value of deferred shares of Agilent common stock. Any newly appointed director receives $130,000 in value of deferred shares of Agilent common stock, pursuant to the 1999 Non-Employee Director Stock Plan. The stock options and the deferred shares vest quarterly over one year.

In addition, non-employee directors who serve as the chairperson of a Board committee are entitled to a “committee chair premium.” Specifically, the chairperson of each of the Comp