Master Real Estate Agreement - Hewlett-Packard Co. and Agilent Technologies Inc.


                         Real Estate Matters Agreement


                                    between



                            Hewlett-Packard Company


                                      and


                          Agilent Technologies, Inc.



                             ______________, 1999

 


                               TABLE OF CONTENTS
                                                                                 Page
                                                                                 ----
                                                                              
ARTICLE I PROPERTY IN THE UNITED STATES..........................................   1

  Section 1.1   Owned Property...................................................   1
  Section 1.2   Leased Property..................................................   1
  Section 1.3   Sublease Properties..............................................   2
  Section 1.4   New Lease Properties.............................................   2
  Section 1.5   Obtaining the Lease Consents.....................................   2
  Section 1.6   Occupation by Agilent............................................   3
  Section 1.7   Obligation to Complete...........................................   4
  Section 1.8   Form of Transfer.................................................   5
  Section 1.9   Casualty; Lease Termination......................................   6
  Section 1.10  Tenant's Fixtures and Fittings...................................   6
  Section 1.11  Services.........................................................   6
  Section 1.12  Adjustments......................................................   6
  Section 1.13  Costs............................................................   7

ARTICLE II PROPERTY OUTSIDE THE UNITED STATES....................................   7

ARTICLE III MISCELLANEOUS........................................................   8

  Section 3.1   Entire Agreement.................................................   8
  Section 3.2   Governing Law....................................................   8
  Section 3.3   Notices..........................................................   8
  Section 3.4   Parties in Interest..............................................   8
  Section 3.5   Counterparts.....................................................   8
  Section 3.6   Binding Effect; Assignment.......................................   8
  Section 3.7   Severability.....................................................   9
  Section 3.8   Failure or Indulgence Not Waiver.................................   9
  Section 3.9   Amendment........................................................   9
  Section 3.10  Authority........................................................   9
  Section 3.11  Interpretation...................................................   9

ARTICLE IV DEFINITIONS...........................................................   9
 

 
                         REAL ESTATE MATTERS AGREEMENT

     This Real Estate Matters Agreement (this "Agreement") is entered into on
_________, 1999 between Hewlett-Packard Company, a Delaware corporation ("HP"),
and Agilent Technologies, Inc., a Delaware corporation ("Agilent"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Separation Agreement (as defined below).

                                   RECITALS

     WHEREAS, HP has transferred or will transfer to Agilent effective as of the
Separation Date, substantially all of the business and assets of the Agilent
Business owned by HP in accordance with the Master Separation and Distribution
Agreement dated as of ____________, 1999 between the parties (the "Separation
Agreement").

     WHEREAS, the parties desire to set forth certain agreements regarding real
estate matters.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:

                                   ARTICLE I

                         PROPERTY IN THE UNITED STATES

     SECTION 1.1  Owned Property
     
     (a)  HP shall convey or cause its applicable Subsidiary to convey each of
the Owned Properties (together with all rights and easements appurtenant
thereto) to Agilent, subject to the other provisions of this Agreement and (to
the extent not inconsistent with the provisions of this Agreement) the terms of
the Separation Agreement and the other Ancillary Agreements. Such conveyance
shall be completed on the Separation Date.

     (b)  Subject to the completion of the conveyance to Agilent of the relevant
Owned Property, with respect to each Owned Property which is a Leaseback
Property, Agilent shall grant to HP a lease of that part of the relevant Owned
Property identified in the Colocation Sites Spreadsheet and HP shall accept the
same. Such lease shall be completed immediately following completion of the
transfer of the relevant Owned Property to Agilent.

     SECTION 1.2  Leased Property

     (a)  HP shall assign or cause its applicable Subsidiary to assign, and
Agilent shall accept and assume, HP's or its Subsidiary's interest in the Leased
Properties, subject to the other provisions of this Agreement and (to the extent
not inconsistent with the provisions of this Agreement) the terms of the
Separation Agreement and the other Ancillary Agreements. Such assignment shall
be completed on the later of: (i) the Separation Date; and (ii) the earlier of
(A) the tenth (10th) business day after the relevant Lease Consent has been
granted and (B) the date agreed upon by the parties in accordance with Section
1.7(a) below.

 
     (b)  Subject to the completion of the assignment to Agilent of the relevant
Leased Property, with respect to each Leased Property which is also a Leaseback
Property, Agilent shall grant to HP a sublease of that part of the relevant
Leased Property identified in the Colocation Sites Spreadsheet and HP shall
accept the same. Such sublease shall be completed immediately following
completion of the transfer of the relevant Leased Property to Agilent.

     SECTION 1.3  Sublease Properties

     HP shall grant or cause its applicable Subsidiary to grant to Agilent a
sublease of that part of the relevant Sublease Property identified in the
Colocation Sites Spreadsheet and Agilent shall accept the same, subject to the
other provisions of this Agreement and (to the extent not inconsistent with the
provisions of this Agreement) the terms of the Separation Agreement and the
other Ancillary Agreements.  Such sublease shall be completed on the later of:
(a) the Separation Date; and (b) the earlier of (i) the tenth (10th) business
day after the relevant Lease Consent has been granted and (ii) the date agreed
upon by the parties in accordance with Section 1.7(a) below.

     SECTION 1.4  New Lease Properties

     HP shall grant or cause its applicable Subsidiary to grant to Agilent a
lease of those parts of the New Lease Properties identified in the Colocation
Sites Spreadsheet and Agilent shall accept the same, subject to the other
provisions of this Agreement and (to the extent not inconsistent with the
provisions of this Agreement) the terms of the Separation Agreement and the
other Ancillary Agreements.  Such lease shall be completed on the Separation
Date.

     SECTION 1.5  Obtaining the Lease Consents

     (a)  Except with respect to any Properties which the parties agree should
be dealt with by the Service Level Agreements referred to in Section 1.11 below,
HP confirms that, with respect to each Leased Property, Sublease Property and
Leaseback Property which is a Leased Property, an application has been made or
will be made by the Separation Date to the relevant Landlord for the Lease
Consents required with respect to the transactions contemplated by this
Agreement.

     (b)  HP and Agilent will each use their reasonable commercial efforts to
obtain the Lease Consents, but HP shall not be required to commence judicial
proceedings for a declaration that a Lease Consent has been unreasonably
withheld or delayed, nor shall HP be required to pay any consideration in excess
of that required by the Relevant Lease or that which is typical in the open
market to obtain the relevant Lease Consent.

     (c)  Agilent and HP will promptly satisfy the lawful requirements of the
Landlord, and Agilent will take all steps to assist HP in obtaining the Lease
Consents, including, without limitation:

          (i)  if properly required by the Landlord, entering into an agreement
with the relevant Landlord to observe and perform the tenant's obligations
contained in the Relevant Lease throughout the remainder of the term of the
Relevant Lease, subject to any statutory limitations of such liability;

                                      -2-

 
          (ii)  if properly required by the Landlord, providing a guarantee,
surety or other security (including, without limitation, a security deposit) for
the obligations of Agilent as tenant under the Relevant Lease, and otherwise
taking all steps which are necessary and which Agilent is capable of doing to
meet the lawful requirements of the Landlord so as to ensure that the Lease
Consents are obtained; and

          (iii) using all reasonable commercial efforts to assist HP with
obtaining the Landlord's consent to the release of any guarantee, surety or
other security which HP or its Subsidiary may have previously provided to the
Landlord and, if required, offering the same or equivalent security to the
Landlord in order to obtain such release.

Notwithstanding the foregoing, (1) except with respect to guarantees, sureties
or other security referenced in Section 1.5(c)(ii) above, Agilent shall not be
required to obtain a release of any obligation entered into by HP or its
Subsidiary with any Landlord or other third party with respect to any Property
and (2) Agilent shall not communicate directly with any of the Landlords unless
Agilent can show HP reasonable grounds for doing so.

     (d)  If, with respect to any Leased Properties, HP and Agilent are unable
to obtain a release by the Landlord of any guarantee, surety or other security
which HP or its Subsidiary has previously provided to the Landlord, Agilent
shall indemnify, defend, protect and hold harmless HP and its Subsidiary from
and after the Separation Date against all losses, costs, claims, damages, or
liabilities incurred by HP or its Subsidiary as a result of such guarantee,
surety or other security.

     SECTION 1.6  Occupation by Agilent

     (a)  Subject to compliance with Section 1.6(b) below, in the event that the
Actual Completion Date for any Leased Property or Sublease Property does not
occur on the Separation Date, Agilent shall, commencing on the Separation Date,
be entitled to occupy and receive the rental income from the relevant Property
(except to the extent that the same is a Retained Part) as a licensee upon the
terms and conditions contained in HP's Lease (as to Leased Properties) or upon
the terms and conditions contained in the Sublease Form (as to Sublease
Properties). Such license shall not be revocable prior to the date for
completion as provided in Sections 1.2(a) and 1.3 unless an enforcement action
or forfeiture by the relevant Landlord due to Agilent's occupation of the
Property constituting a breach of HP's Lease cannot, in the reasonable opinion
of HP, be avoided other than by requiring Agilent to immediately vacate the
relevant Property, in which case HP may by notice to Agilent immediately require
Agilent to vacate the relevant Property. Agilent will be responsible for all
costs, expenses and liabilities incurred by HP or its applicable Subsidiary as a
consequence of such occupation, except for any losses, claims, costs, demands
and liabilities incurred by HP or its Subsidiary as a result of any enforcement
action taken by the Landlord against HP or its Subsidiary with respect to any
breach by HP or its Subsidiary of the Relevant Lease in permitting Agilent to so
occupy the Property without obtaining the required Lease Consent, for which HP
or its Subsidiary shall be solely responsible. Agilent shall not be entitled to
make any claim or demand against, or obtain reimbursement from, HP or its
applicable Subsidiary with respect to any costs, losses, claims, liabilities or
damages incurred by Agilent as a consequence of being obliged to vacate the
Property or in obtaining alternative premises, including, without limitation,
any enforcement action which a Landlord may take against Agilent.

                                      -3-

 
     (b)  In the event that the Actual Completion Date for any Leased Property
or Sublease Property does not occur on the Separation Date, whether or not
Agilent occupies a Property as licensee as provided in Section 1.6(a) above,
Agilent shall, effective as of the Separation Date, (i) pay HP all rents,
service charges, insurance premiums and other sums payable by HP or its
applicable Subsidiary under any Relevant Lease (as to Leased Properties) or
under the Sublease Form (as to Sublease Properties), (ii) observe the tenant's
covenants, obligations and conditions contained in HP's Lease (as to Leased
Properties) or in the Sublease Form (as to Sublease Properties) and (iii)
indemnify, defend, protect and hold harmless HP and its applicable Subsidiary
from and against all losses, costs, claims, damages and liabilities arising on
account of any breach thereof by Agilent.

     (c)  HP shall supply promptly to Agilent copies of all invoices, demands,
notices and other communications received by HP or its or its applicable
Subsidiaries or agents in connection with any of the matters for which Agilent
may be liable to make any payment or perform any obligation pursuant to Section
1.6(b), and shall, at Agilent's cost, take any steps and pass on any objections
which Agilent may have in connection with any such matters. Agilent shall
promptly supply to HP any notices, demands, invoices and other communications
received by Agilent or its agents from any Landlord while Agilent occupies any
Property without the relevant Lease Consent.

     SECTION 1.7  Obligation to Complete

     (a)  If, with respect to any Leased Property or Sublease Property, at any
time the relevant Lease Consent is formally and unconditionally refused in
writing, HP and Agilent shall commence good faith negotiations and use
commercially reasonable efforts to determine how to allocate the applicable
Property, based on the relative importance of the applicable Property to the
operations of each party, the size of the applicable Property, the number of
employees of each party at the applicable Property and the potential risk and
liability to each party in the event an enforcement action is brought by the
applicable Landlord. Such commercially reasonable efforts shall include
consideration of alternate structures to accommodate the needs of both parties
and the allocation of the costs thereof, including entering into amendments of
the size, term or other terms of the Relevant Lease, restructuring a proposed
lease assignment to be a sublease and relocating one party. If the parties are
unable to agree upon an allocation of the Property within fifteen (15) days
after commencement of negotiations between the parties as described above, then
either party may, by delivering written notice to the other, require that the
matter be referred to the Chief Financial Officers of both parties. In such
event, the Chief Financial Officers shall use commercially reasonable efforts to
determine the allocation of the Property, including having a meeting or
telephone conference within ten (10) days thereafter. If the parties are unable
to agree upon the allocation of an applicable Property within fifteen (15) days
after the matter is referred to the Chief Financial Officers of the parties as
described above, the disposition of the applicable Property and the risks
associated therewith shall be allocated between the parties as set forth in
subparts (b) and (c) of this section below.

     (b)  If, with respect to any Leased Property, the parties are unable to
agree upon the allocation of a Property as set forth in Section 1.7(a), HP may
by written notice to Agilent elect to apply to the relevant Landlord for consent
to sublease all of the relevant Property to Agilent for the remainder of the
Relevant Lease term less three (3) days at a rent equal to the rent from time to
time under the

                                      -4-

 
Relevant Lease, but otherwise on substantially the same terms and conditions as
the Relevant Lease. If HP makes such an election, until such time as the
relevant Lease Consent is obtained and a sublease is completed, the provisions
of Section 1.6 will apply and, on the grant of the Lease Consent required to
sublease the Leased Property in question, HP shall sublease or cause its
applicable Subsidiary to sublease to Agilent the relevant Property in accordance
with Section 1.3.

     (c)  If the parties are unable to agree upon the allocation of a Property
as set forth in Section 1.7(a) and HP does not make an election pursuant to
Section 1.7(b) above, HP may elect by written notice to Agilent to require
Agilent to vacate the relevant Property immediately or by such other date as may
be specified in the notice served by HP (the "Notice Date"), in which case
Agilent shall vacate the relevant Property on the Notice Date but shall
indemnify HP and its applicable Subsidiary from and against all costs, claims,
losses, liabilities and damages in relation to the relevant Property arising
from and including the Separation Date to and including the later of the Notice
Date and date on which Agilent vacates the relevant Property, except for any
costs, losses, damages, claims and liabilities incurred by HP or its Subsidiary
with respect to any enforcement action taken by the Landlord against HP or its
Subsidiary with respect to any breach by HP or its Subsidiary of the Relevant
Lease in permitting Agilent to so occupy the Property without obtaining the
required Lease Consent. Agilent shall not be entitled to make any claim or
demand against or obtain reimbursement from HP or its applicable Subsidiary with
respect to any costs, losses, claims, liabilities or damages incurred by Agilent
as a consequence of being obliged to vacate the Property or obtaining
alternative premises, including, without limitation, any enforcement action
which a Landlord may take against Agilent.

     SECTION 1.8  Form of Transfer

     (a)  The transfer or assignment to Agilent of each relevant Owned Property
and Leased Property shall be in substantially the form attached in Schedule 1 or
2, as applicable, with such amendments as are reasonably required by HP with
respect to a particular Property, including, without limitation, in all cases
where a relevant Landlord has required a guarantor or surety to guarantee the
obligations of Agilent contained in the relevant Lease Consent or any other
document which Agilent is required to complete, the giving of such guarantee by
a guarantor or surety, and the giving by Agilent and any guarantor or surety of
Agilent's obligations of direct obligations to HP or third parties where
required under the terms of any of the Lease Consent or any covenant, condition,
restriction, easement, lease or other encumbrance to which the Property is
subject.

     (b)  The subleases to be granted to Agilent with respect to the Sublease
Properties shall be substantially in the form of the Sublease Form and shall
include such amendments which in the reasonable opinion of HP are necessary with
respect to a particular Property or the relevant Lease Consent. Such amendments
shall be submitted to Agilent for approval, which approval shall not be
unreasonably withheld or delayed.

     (c)  The leases and subleases to be granted by Agilent to HP with respect
to the Leaseback Properties shall be substantially in the form of the Lease Form
or the Sublease Form, as applicable, with such amendments as are, in the
reasonable opinion of HP, necessary with respect to a particular Property. Such
amendments shall be submitted to Agilent for approval, which approval shall not
be unreasonably withheld.

                                      -5-

 
     (d)  The leases to be granted to Agilent with respect to the New Lease
shall be substantially in the form of the Lease Form and shall include such
amendments which in the reasonable opinion of HP are necessary with respect to a
particular Property. Such amendments shall be submitted to Agilent for approval,
which approval shall not be unreasonably withheld or delayed.

     SECTION 1.9  Casualty; Lease Termination

     The parties hereto shall grant and accept transfers, assignments, leases or
subleases of the Properties as described in this Agreement, regardless of any
casualty damage or other change in the condition of the Properties. In addition,
subject to HP's obligations in Section 5.6 of the Separation Agreement, in the
event that HP's Lease with respect to a Leased Property or a Sublease Property
is terminated prior to the Separation Date, (a) HP shall not be required to
assign or sublease such Property, (b) Agilent shall not be required to accept an
assignment or sublease of such Property and (c) neither party shall have any
further liability with respect to such Property hereunder.

     SECTION 1.10 Tenant's Fixtures and Fittings

     The provisions of the Separation Agreement and the other Ancillary
Agreements shall apply to any trade fixtures and personal property located at
each Property (excluding any trade fixtures and personal property owned by third
parties).

     SECTION 1.11 Services

     (a)  HP and Agilent each agree that, on or about the Separation Date, they
shall each enter into a Service Level Agreement with the other whereby, with
respect to each of the Sublease Properties, the New Lease Properties and the
Leaseback Properties, each party shall agree to supply to, or perform for the
benefit of, the other party (and the other party shall accept) such Real Estate
Services as each party currently supplies to or performs for the benefit of the
other with respect to such Properties, on the same terms and conditions as
currently apply, and at the cost and other terms as set forth in the Service
Level Agreements.

     (b)  Notwithstanding anything to the contrary herein, the parties agree and
acknowledge that there may be circumstances in which the parties mutually agree
that a formal lease or sublease will not be entered into in order to establish
shared occupancy of a Property, in which case such occupancy shall be (and the
Service Level Agreement referenced in Section 1.11(a) above shall provide that
the applicable party may occupy the relevant Property) on the terms and
conditions set forth in Sections 2-28 of the Lease Form or the terms and
conditions set forth in Sections 3 through the first sentence of Section 17 of
the Sublease Form, respectively.

     SECTION 1.12 Adjustments

     (a)  HP and Agilent each acknowledge and agree that Additional Properties
may be acquired by HP prior to the Separation Date. Such Additional Properties
shall be treated hereunder as Owned Properties, Leased Properties, Sublease
Properties, New Lease Properties and/or Leaseback Properties by mutual agreement
of the parties based on whether the Additional Property was acquired by or for
the Agilent Business or HP's other businesses. In the event that the parties are

                                      -6-

 
unable to agree by the Separation Date as to how any Additional Property is to
be treated, the matter shall be determined in accordance with the procedure set
forth in Section 1.7(a) above. In the event that the parties are unable to agree
within ten (10) business days of the Separation Date as to the allocation of an
Additional Property, the matter in dispute shall be determined in accordance
with the following guidelines:

          (i)  Properties which are occupied as to fifty percent (50%) or more
of the total area for the purposes of the Agilent Business shall be treated as
Owned Properties or Leased Properties (as appropriate) and the part which is not
occupied by the Agilent Business or a third party shall be treated as a
Leaseback Property; and

          (ii) Properties which are occupied as to less than fifty percent (50%)
for the purposes of the Agilent Business shall be treated as Sublease Properties
or New Lease Properties (as appropriate).

     (b)  Following agreement or determination with respect to the Additional
Properties, the parties shall enter into and complete all such documents as may
be required to give effect to such agreement or determination.

     (c)  HP and Agilent each acknowledge and agree that their respective
requirements with regard to each of the Properties may alter between the date of
this Agreement and the Separation Date, in which case the parties may mutually
agree in writing to re-characterize the relevant Property as an Owned Property,
Leased Property, Sublease Property, New Lease Property and/or Leaseback Property
as appropriate.

     SECTION 1.13  Costs

     HP shall pay all reasonable costs and expenses incurred in connection with
obtaining the Lease Consents, including, without limitation, Landlord's consent
fees and attorneys' fees and any costs and expenses relating to re-negotiation
of HP's Leases. HP shall also pay all reasonable costs and expenses in
connection with the transfer of the Owned Properties and Leased Properties,
including title insurance premiums, escrow fees, recording fees, and any
transfer taxes arising as a result of the transfers.


                                  ARTICLE II

                      PROPERTY OUTSIDE THE UNITED STATES

     With respect to each of the properties located outside the United States
listed in the Owned and Leased Property Spreadsheet and the Colocation Sites
Spreadsheet, as well as any additional properties acquired by HP or a Subsidiary
prior to the Separation Date, HP and Agilent shall each enter into (if
necessary) or procure that its relevant Subsidiary enter into an agreement with
the other party or such Subsidiary of the other party as the other party may
direct whereby the parties thereto agree to transfer, assign, lease, sublease,
or leaseback, as the case may be, such property, as specified in such
spreadsheets in accordance with the Non-US Plan (or with respect to any
additional

                                      -7-

 
properties, in the manner agreed upon by the parties in accordance with the
applicable agreement). Such transfers, assignments, leases, subleases or
leasebacks shall, so far as the law in the jurisdiction in which such property
is located permits, be on terms and conditions substantially the same as the
terms and conditions of this Agreement. In the event of a conflict between the
terms of this Agreement and the terms of such local agreements, the terms of the
local agreements shall prevail.

                                  ARTICLE III

                                 MISCELLANEOUS

     SECTION 3.1  Entire Agreement. This Agreement, the Separation Agreement,
the other Ancillary Agreements and the Exhibits and Schedules referenced or
attached hereto and thereto, constitutes the entire agreement between the
parties with respect to the subject matter hereof and shall supersede all prior
written and oral and all contemporaneous oral agreements and understandings with
respect to the subject matter hereof.

     SECTION 3.2  Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware as to all matters
regardless of the laws that might otherwise govern under principles of conflicts
of laws applicable thereto. Notwithstanding the foregoing, the applicable
Property transfers shall be performed in accordance with the laws of the state
in which the applicable Property is located.

     SECTION 3.3  Notices. Any notice, demand, offer, request or other
communication required or permitted to be given by either party pursuant to the
terms of this Agreement shall be in writing and shall be deemed effectively
given the earlier of (i) when received, (ii) when delivered personally, (iii)
one (1) business day after being delivered by facsimile (with receipt of
appropriate confirmation), (iv) one (1) business day after being deposited with
an overnight courier service or (v) four (4) days after being deposited in the
U.S. mail, First Class with postage prepaid, and addressed to the attention of
the party's General Counsel at the address of its principal executive office or
such other address as a party may request by notifying the other in writing.

     SECTION 3.4  Parties in Interest. This Agreement, including the Schedules
and Exhibits hereto, and the other documents referred to herein, shall be
binding upon and inure solely to the benefit of each party hereto and their
legal representatives and successors, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.

     SECTION 3.5  Counterparts. This Agreement, including the Schedules and
Exhibits hereto, and the other documents referred to herein, may be executed in
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.

     SECTION 3.6  Binding Effect; Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective legal
representatives and successors. This Agreement may not be assigned by any party
hereto. The Schedules and/or Exhibits attached hereto

                                      -8-

 
or referred to herein are an integral part of this Agreement and are hereby
incorporated into this Agreement and made a part hereof as if set forth in full
herein.

     Section 3.7 Severability. If any term or other provision of this Agreement
or the Schedules or Exhibits attached hereto is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the fullest extent possible.

     Section 3.8 Failure or Indulgence Not Waiver. No failure or delay on the
part of any party hereto in the exercise of any right hereunder shall impair
such right or be construed to be a waiver of, or acquiescence in, any breach of
any representation, warranty or agreement herein, nor shall any single or
partial exercise of any such right preclude other or further exercise thereof or
of any other right.

     Section 3.9 Amendment. No change or amendment will be made to this
Agreement except by an instrument in writing signed on behalf of each of the
parties to such agreement. 

     Section 3.10 Authority. Each of the parties hereto represents to the other
that (a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary corporate or
other action, (c) it has duly and validly executed and delivered this Agreement,
and (d) this Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general equity principles.

     Section 3.11 Interpretation. The headings contained in this Agreement, in
any Exhibit or Schedule hereto and in the table or contents to this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Any capitalized term used in any Schedule or
Exhibit but not otherwise defined therein, shall have the meaning assigned to
such term in this Agreement. When a reference is made in this Agreement to an
Article or a Section, Exhibit or Schedule, such reference shall be to an Article
or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated.


                                  ARTICLE IV

                                  DEFINITIONS

     The following terms, as used herein, shall have the following meanings:

Actual Completion Date means, with respect to each Property, the date upon which
completion of the transfer, assignment, lease or sublease of that Property
actually takes place.

                                      -9-

 
Additional Properties means any leased or owned properties acquired by HP in the
United States after the date of the Separation Agreement and before the
Separation Date.

Colocation Sites Spreadsheet means the spreadsheet prepared by HP entitled
"Colocation Sites" dated July 20, 1999, as updated from time to time prior to
the Separation Date by mutual written agreement of the parties.

HP's Lease means, in relation to each Property, the lease(s) or sublease(s) or
license(s) under which HP or its applicable Subsidiary holds such Property and
any other supplemental document completed prior to the Actual Completion Date.

Landlord means the landlord under HP's Lease, and its successors and assigns,
and includes the holder of any other interest which is superior to the interest
of the landlord under HP's Lease.

Lease Consents means all consents, waivers or amendments required from the
Landlord or other third parties under the Relevant Leases to  assign the
Relevant Leases to Agilent or to sublease the Sublease Properties to Agilent or
to sublease the Leaseback Properties to HP.

Lease Form means the form lease attached hereto as Schedule 4.

Leaseback Properties means each of (a) those Owned Properties located in the
United States identified as "Owned" and listed in the "Leaseback Properties"
area of the Colocation Sites Spreadsheet, with respect to part of which Agilent
is to grant a lease to HP and (b) those Leased Properties located in the United
States identified as "Leased" and listed in the "Leaseback Properties" area of
the Colocation Spreadsheet, with respect to part of which Agilent is to grant a
sublease to HP.

Leased Properties means those Properties located in the United States identified
as "Leased" and listed in the Owned and Leased Properties Spreadsheet.

New Lease Properties means those Properties located in the United States
identified as "Owned" and listed in the "Sublease and New Lease Properties" area
of the Colocation Sites Spreadsheet.

Owned and Leased Properties Spreadsheet means the spreadsheet prepared by HP
entitled "Owned & Leased Properties to be Transferred" dated July 20, 1999, as
updated from time to time prior to the Separation Date by mutual written
agreement of the parties.

Owned Properties means those Properties located in the United States identified
as "Owned" and listed in the Owned and Leased Properties Spreadsheet.

Property means the Owned Properties, the Leased Properties, the Sublease
Properties, the New Lease Properties, the Leaseback Properties and the
Additional Properties.

Real Estate Services means any services relating to the occupation or use of a
Property or the carrying out of either the Agilent Business or HP's other
businesses at a Property, including, without limitation, cleaning, garbage
disposal, repair, maintenance, receptionist services, utilities, mail delivery,
copying and facsimile services.

                                      -10-

 
Relevant Leases means those of HP's Leases with respect to which the Landlord's
consent is required for assignment or sublease to a third party or which
prohibit assignments or subleases.

Retained Parts means those parts of the Owned Properties and the Leased
Properties which, following transfer or assignment to Agilent, are intended to
be leased or subleased to HP and those parts of the Sublease Properties and the
New Lease Properties which will not, and which are not intended to, be leased or
subleased to Agilent in accordance with this Agreement.

Sublease Form means the form sublease attached hereto as Schedule 3.

Sublease Property means those Properties located in the United States identified
as "Leased" and listed in the "Sublease and New Lease Properties" area of the
Colocation Sites Spreadsheet.


                        [SIGNATURES ON FOLLOWING PAGE]

                                      -11-

 
     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized on the day
and year first above written.

                                    HEWLETT-PACKARD COMPANY


                                   By:
                                      _________________________________________
                                   Name:
                                   Title:  President and Chief Executive Officer


                                   AGILENT TECHNOLOGIES, INC.

                                   By:
                                      _________________________________________
                                   Name:
                                   Title:  President and Chief Executive Officer

 
                                  Schedule 1
                                  ----------

                      Form Transfer for Owned Properties

                                     -1-

 
                                  Schedule 2
                                  ----------

                      Form Transfer for Leased Properties

                                      -2-

 
                                  Schedule 3
                                  ----------

                     Form Sublease for Sublease Properties
                        and Leased Leaseback Properties

                                      -3-

 
                                  Schedule 4
                                  ----------

                      Form Lease for New Lease Properties
                        and Owned Leaseback Properties

                                      -4-