10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	FOR THE TRANSITION PERIOD FROM              TO

COMMISSION FILE NUMBER:  001-15405

AGILENT TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	77-0518772
(STATE OR OTHER JURISDICTION OF	(IRS EMPLOYER
INCORPORATION OR ORGANIZATION)	IDENTIFICATION NO.)
5301 STEVENS CREEK BLVD,
SANTA CLARA, CALIFORNIA	95051
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:  (408) 553-7777

(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.  YES  x  NO  o

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, OR NON-ACCELERATED FILER. SEE DEFINITION OF “ACCELERATED FILER AND LARGE ACCELERATED FILER” IN RULE 12b-2 OF THE EXCHANGE ACT. (CHECK ONE):

LARGE ACCELERATED FILER  x     ACCELERATED FILER  o     NON-ACCELERATED FILER  o

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT).  YES  o  NO  x

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

CLASS	OUTSTANDING APRIL 30, 2007
COMMON STOCK, $0.01 PAR VALUE	395,958,101 SHARES

AGILENT TECHNOLOGIES, INC.
TABLE OF CONTENTS

			Page Number
Part I.	Financial Information		3
	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
		Condensed Consolidated Statement of Operations	3
		Condensed Consolidated Balance Sheet	4
		Condensed Consolidated Statement of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26
Part II.	Other Information		26
	Item 1.	Legal Proceedings	26
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 4.	Submission of Matters to a Vote of Security Holders	33
	Item 6.	Exhibits	33
Signature			34
Exhibit Index			35

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PART I — FINANCIAL INFORMATION

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)
(Unaudited)

	Three Months Ended April 30,						Six Months Ended April 30,
	2007			2006			2007			2006
Net revenue:
Products	$	1,095		$	1,028		$	2,160		$	1,995
Services and other	225			211			440			411
Total net revenue	1,320			1,239			2,600			2,406
Costs and expenses:
Cost of products	461			466			924			905
Cost of services and other	129			132			255			258
Total costs	590			598			1,179			1,163
Research and development	173			172			341			337
Selling, general and administrative	426			427			854			829
Gain on sale of San Jose site	—			(56		)	—			(56		)
Total costs and expenses	1,189			1,141			2,374			2,273
Income from operations	131			98			226			133
Interest income	44			47			94			83
Interest expense	(22		)	(18		)	(45		)	(23		)
Other income (expense), net	3			17			4			34
Income from continuing operations before taxes, equity income and gain on sale of Lumileds	156			144			279			227
Provision for income taxes	33			23			6			33
Equity in net income and gain on sale of Lumileds	—			—			—			901
Income from continuing operations	123			121			273			1,095
Income from and gain (loss) on sale of discontinued operations of our semiconductor products business, net	—			(16		)	—			1,821
Income from discontinued operations of our semiconductor test solutions business, net	—			10			—			15
Net income	$	123		$	115		$	273		$	2,931
Net income per share – basic:
Income from continuing operations	$	0.31		$	0.28		$	0.67		$	2.42
Income from and gain (loss) on sale of discontinued operations of our semiconductor products business, net	—			(0.04		)	—			4.03
Income from discontinued operations of our semiconductor test solutions business, net	—			0.03			—			0.03
Net income per share – basic	$	0.31		$	0.27		$	0.67		$	6.48
Net income per share – diluted:
Income from continuing operations	$	0.30		$	0.27		$	0.66		$	2.37
Income from and gain (loss) on sale of discontinued operations of our semiconductor products business, net	—			(0.04		)	—			3.93
Income from discontinued operations of our semiconductor test solutions business, net	—			0.03			—			0.03
Net income per share – diluted	$	0.30		$	0.26		$	0.66		$	6.33
Weighted average shares used in computing net income per share:
Basic	402			430			405			452
Diluted	413			442			416			463

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions, except par value and share amounts)
(Unaudited)

	April 30, 2007			October 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	2,050		$	2,262
Accounts receivable, net	718			692
Inventory	650			627
Other current assets	373			377
Total current assets	3,791			3,958
Property, plant and equipment, net	777			775
Goodwill and other intangible assets, net	517			468
Restricted cash and cash equivalents	1,604			1,606
Other assets	594			562
Total assets	$	7,283		$	7,369
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	332		$	378
Employee compensation and benefits	425			414
Deferred revenue	248			225
Income and other taxes payable	412			390
Other accrued liabilities	137			131
Total current liabilities	1,554			1,538
Long-term debt	1,500			1,500
Retirement and post-retirement benefits	286			288
Other long-term liabilities	388			395
Total liabilities	3,728			3,721
Stockholders’ equity:
Preferred stock; $0.01 par value; 125 million shares authorized; none issued and outstanding	—			—
Common stock; $0.01 par value; 2 billion shares authorized; 542 million shares at April 30, 2007 and 535 million shares at October 31, 2006 issued	5			5
Treasury stock at cost; 146 million shares at April 30, 2007 and 127 million shares at October 31, 2006	(5,161		)	(4,525		)
Additional paid-in-capital	6,830			6,605
Retained earnings	1,807			1,534
Accumulated other comprehensive income	74			29
Total stockholders’ equity	3,555			3,648
Total liabilities and stockholders’ equity	$	7,283		$	7,369

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)

	Six Months Ended April 30,
	2007			2006
Cash flows from operating activities:
Net income	$	273		$	2,931
Less: income from and gain on sale of discontinued operations of our semiconductor products business, net	—			1,821
Less: income from discontinued operations of our semiconductor test solutions business, net	—			15
Income from continuing operations	273			1,095
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	93			85
Share-based compensation	76			54
Deferred taxes	(8		)	(19		)
Excess and obsolete inventory-related charges	8			21
Asset impairment charges	4			22
Net gain on sale of investments	(2		)	(9		)
Net gain on sale of assets	(6		)	(53		)
Gain on sale and undistributed equity in net income of Lumileds	—			(901		)
Other	1			2
Changes in assets and liabilities:
Accounts receivable	(4		)	(36		)
Inventory	(30		)	(17		)
Accounts payable	(31		)	72
Employee compensation and benefits	10			(42		)
Income taxes and other taxes payable	15			(72		)
Other current assets and liabilities	55			(17		)
Other long-term assets and liabilities	(59		)	(58		)
Net cash provided by operating activities of continuing operations	395			127
Net cash provided by operating activities of discontinued operations related to our semiconductor products business	—			7
Net cash provided by operating activities of discontinued operations related to our semiconductor test solutions business	—			34
Net cash provided by operating activities	395			168
Cash flows from investing activities:
Investments in property, plant and equipment	(79		)	(81		)
Proceeds from sale of property, plant and equipment	8			89
Investments in equity securities	—			(4		)
Proceeds from the sale of Lumileds and other investments	12			960
Net proceeds from sale of discontinued operations	—			2,515
Increase (decrease) in restricted cash, cash equivalents and investments, net	2			(1,580		)
Payment of loan receivable	—			50
Proceeds from sale of short-term investments	—			25
Purchase of minority interest in Yokogawa Analytical Systems	—			(98		)
Acquisitions of businesses and intangible assets, net of cash acquired	(72		)	(24		)
Net cash provided by (used in) investing activities of continuing operations	(129		)	1,852
Net cash used in investing activities of discontinued operations related to our semiconductor products business	—			(6		)
Net cash used in investing activities of discontinued operations related to our semiconductor test solutions business	—			(24		)
Net cash provided by (used in) investing activities	(129		)	1,822
Cash flows from financing activities:
Issuance of common stock under employee stock plans	147			448
Treasury stock repurchases	(636		)	(3,478		)
Proceeds from term-facility	—			700
Repayment of term facility	—			(700		)
Debt issuance costs	—			(25		)
Cash distribution to minority interest in consolidated joint venture	—			(16		)
Long-term debt	—			1,500
Net cash used in financing activities of continuing operations	(489		)	(1,571		)
Effect of exchange rate movements	11			12
Net increase (decrease) in cash and cash equivalents	(212		)	431
Cash and cash equivalents at beginning of period	2,262			2,226
Cash and cash equivalents at end of period	$	2,050		$	2,657

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. OVERVIEW

Agilent Technologies, Inc. (“we”, “Agilent” or the “company”), incorporated in Delaware in May 1999, is a measurement company, providing core bio-analytical and electronic measurement solutions to the communications, electronics, life sciences and chemical analysis industries. In the first quarter of 2006, we completed the divestiture of our semiconductor products business. In the third quarter of 2006, we completed the initial public offering of our semiconductor test solutions business, Verigy Ltd., (“Verigy”). Verigy was a majority-owned subsidiary of Agilent until the distribution of our remaining Verigy shares to Agilent stockholders on October 31, 2006. The results of our semiconductor products business and our semiconductor test solutions business are presented as discontinued operations for fiscal year 2006 in the condensed consolidated financial statements.

Our fiscal year end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications. The amounts comprising of other income (expense), net in the consolidated statement of operations for the three and six months ended April 30, 2006, were reclassified to conform to the more detailed presentation used in 2007, which separately discloses interest income and interest expense.

Basis of Presentation. We have prepared the accompanying financial data for the three and six months ended April 30, 2007 and 2006 pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations. The following discussion should be read in conjunction with our 2006 Annual Report on Form 10-K.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly our condensed consolidated balance sheet as of April 30, 2007 and October 31, 2006, condensed consolidated statement of operations for the three and six months ended April 30, 2007 and 2006, and condensed consolidated statement of cash flows for the six months ended April 30, 2007 and 2006.

The preparation of condensed consolidated financial statements in conformity with GAAP in the U.S. requires management to make estimates, judgments and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, restructuring and asset impairment charges, inventory valuation, investment impairments, share-based compensation, retirement and post-retirement benefit plan assumptions, valuation of long-lived assets and accounting for income taxes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.

3. NEW ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Income Tax Uncertainties” (“FIN No. 48”). FIN No. 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority and provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN No. 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the consolidated financial statements prior to the adoption of FIN No. 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. We are currently evaluating the impact of FIN No. 48 on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and other Postretirement Plans, an amendment of FASB statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”), which requires companies

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to recognize a net liability or asset to report the funded status of their defined benefit pension and other postretirement benefit plans on their balance sheets. Funded status is the difference between the fair market value of plan assets and the benefit obligation. The company will adopt the recognition provisions of SFAS No. 158 as of October 31, 2007 and plans to adopt the measurement date requirement as of October 31, 2009. SFAS No. 158 will be applied prospectively. If the company had adopted SFAS No. 158 at the end of fiscal 2006, using the company’s year end actuarial valuations, the impact would have been a reduction in assets of $2 million, an increase in liabilities of $26 million, and a reduction of accumulated other comprehensive income of $28 million.

In September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year’s financial statements are materially misstated. We adopted SAB No. 108 in our first quarter and the adoption had no material impact on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FAS 115” (“SFAS No. 159”). SFAS No. 159 allows companies to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and will be applied prospectively. We are currently evaluating the impact of adopting SFAS No. 159 on our consolidated financial statements.

4. SHARE-BASED COMPENSATION

We follow the accounting provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123 (R)”), for share-based awards granted to employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”) and performance share awards under our Long-Term Performance Program (“LTPP”) using the estimated grant date fair value method of accounting in accordance with SFAS No. 123 (R).

The impact on our results for share-based compensation was as follows:

	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2007		2006		2007		2006
	(in millions, except				(in millions, except
	per share data)				per share data)
Cost of products	$	11	$	8	$	21	$	15
Research and development	8		4		14		10
Selling, general and administrative	21		10		41		29
Total share-based compensation expense	$	40	$	22	$	76	$	54
Impact on net income per share:
Basic	$	0.10	$	0.05	$	0.19	$	0.12
Diluted	$	0.10	$	0.05	$	0.18	$	0.12

In the second quarter of 2007, we issued 1.9 million restricted stock units. The estimated fair value of the restricted stock unit awards was determined based on the market price of Agilent’s common stock on the date of grant. The restricted stock units were granted under the Agilent Technologies, Inc. 1999 Stock Plan. Restricted stock units generally vest at a rate of 25 percent per year over a period of four years from the date of grant and generally have a maximum contractual term of ten years.

Under the LTPP, the company’s executive officers and other key employees are entitled to receive unrestricted shares of the company’s stock after the end of a three-year period, if specified performance targets are met. The final award may vary as it is based on certain performance metrics. During the second quarter of 2007, we received the final performance results of our three years ended 2006 LTPP, which indicated that we exceeded our specified performance targets. Consequently, we recorded an incremental share-based compensation expense of $6 million for the three months ended April 30, 2007 to reflect this Plan’s performance results.

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In addition, in the three months ended April 30, 2007, we recorded $4 million of expense for the acceleration of unvested awards related to the separation of a senior executive.

Share-based compensation from continuing operations capitalized within inventory at April 30, 2007 and 2006 was $1 million and $1.5 million, respectively. The windfall tax benefit realized from exercised stock options and similar awards was immaterial for the three and six months ended April 30, 2007 and 2006.

The following assumptions were used during the three and six months ended April 30, 2007 and 2006 to estimate the fair value of options granted, ESPP purchases and the LTPP:

	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2007		2006		2007		2006
Stock Option Plans:
Weighted average risk-free interest rate	4.4	%	4.7	%	4.6	%	4.3	%
Dividend yield	0	%	0	%	0	%	0	%
Weighted average volatility	26	%	28	%	30	%	29	%
Expected life	4.6 yrs		4.25 yrs		4.6 yrs		4.25 yrs
ESPP:
Weighted average risk-free interest rate	—		—		4.8	%	4.3	%
Dividend yield	—		—		0	%	0	%
Weighted average volatility	—		—		32	%	30	%
Expected life	—		—		0.5-2 yrs		0.5-1 yrs
LTPP:
Volatility of Agilent shares	30	%	—		31	%	28	%
Volatility of selected peer-company shares	15%-57	%	—		15%-57	%	23%-82	%
Price-wise correlation with selected peers	29	%	—		29	%	50	%

For the three and six months ended April 30, 2007 and 2006, the fair value of share-based awards for employee stock option awards and employee stock purchases made under our ESPP was estimated using the Black-Scholes option pricing model. For the three and six months ended April 30, 2007 and 2006, shares granted under the LTPP were valued using a Monte Carlo simulation. Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the option’s expected life and the price volatility of the underlying stock.

The expected stock price volatility assumption was determined using the implied volatility for our stock for the three and six months ended April 30, 2007 and 2006. We estimate the stock price volatility using the implied volatility of Agilent’s publicly traded, similarly priced, stock options. We have determined that implied volatility is more reflective of market conditions and a better indicator of expected volatility than using historical volatility or a combined method of determining volatility.

In the first quarter of 2007, we revised our estimate of the expected life of our employee stock options. In revising this estimate, we considered several factors, including the expected lives used by a peer group of companies and the historical option exercise behavior of our employees. In the first quarter of 2007, we granted the majority of our employee stock options to executive employees and the review of our data indicated that our executive employees, on average, exercise their options at 4.6 years.

Under the anti-dilution provision of the 1999 Stock Plan, on November 1, 2006, Agilent adjusted the exercise price downward and number of option shares upward for each outstanding employee stock option to preserve the value of the options after the Verigy spin-off. The impact of the adjusted exercise price and number of options has been reflected in our disclosures as of November 1, 2006.

5. PROVISION FOR TAXES

We recorded $33 million and $6 million of income tax provision for the three months and six months ended April 30, 2007. The tax provision for the six months ended April 30, 2007 includes a benefit of $50 million related to the reversal of a tax reserve for potential non-U.S. exposures where the statute of limitations has now expired. The provision for taxes was recorded for income

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generated in jurisdictions other than those in which the Company has full valuation allowances. We intend to maintain full valuation allowances in these jurisdictions until sufficient positive evidence exists to support the reversal of the valuation allowances.

6. NET INCOME PER SHARE

The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the periods presented below.

	Three Months Ended					Six Months Ended
	April 30,					April 30,
	2007		2006			2007		2006
	(in millions)
Numerator:
Income from continuing operations	$	123	$	121		$	273	$	1,095
Income from and gain (loss) on sale of discontinued operations of our semiconductor products business, net	—		(16		)	—		1,821
Income from discontinued operations of our semiconductor test solutions business, net	—		10			—		15
Net income	$	123	$	115		$	273	$	2,931
Denominators:
Basic weighted-average shares	402		430			405		452
Potentially dilutive common stock equivalents	11		12			11		11
Diluted weighted-average shares	413		442			416		463

The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation required by SFAS No. 123 (R).

The following table presents options to purchase shares of common stock, which were not included in the computation of diluted net income per share because they were anti-dilutive.

	Three Months Ended April 30,				Six Months Ended April 30,
	2007		2006		2007		2006
Options to purchase shares of common stock (in millions)	7		7		7		8
Weighted-average exercise price	$	44	$	49	$	44	$	47
Average common stock price	$	33	$	37	$	33	$	36

7. RESTRICTED CASH & CASH EQUIVALENTS AND LONG-TERM DEBT

Restricted cash and cash equivalents as of April 30, 2007 was $1,604 million. In January 2006, Agilent Technologies World Trade, Inc., a consolidated wholly owned subsidiary of Agilent, (“World Trade”), entered into a Master Repurchase Agreement and related Confirmation (together, the “Repurchase Agreement”) with a third party pursuant to which World Trade sold 15,000 Class A preferred shares of one of its wholly owned subsidiaries having an aggregate liquidation preference of $1.5 billion. Pursuant to the Repurchase Agreement, World Trade is obligated to repurchase from the third party those preferred shares for 100 percent of their aggregate liquidation preference in January 2011. The $1.5 billion obligation of our subsidiary to repurchase the preferred shares has been classified as long-term debt on our condensed consolidated balance sheet. Included in restricted cash and cash equivalents is $1,581 million of short-term restricted commercial paper maintained in connection with our obligations per the Repurchase Agreement.

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8. INVENTORY

	April 30, 2007		October 31, 2006
	(in millions)
Finished goods	$	297	$	285
Work in progress	52		51
Raw materials	301		291
Total inventory	$	650	$	627

9. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents goodwill balances and the movements for each of our reportable segments during the six months ended April 30, 2007:

	Electronic Measurement		Bio-analytical Measurement			Total
	(in millions)
Goodwill at October 31, 2006	$	272	$	113		$	385
Foreign currency translation impact	—		(1		)	(1		)
Goodwill arising from acquisitions	36		4			40
Goodwill at April 30, 2007	$	308	$	116		$	424

The components of other intangibles as of April 30, 2007 and October 31, 2006 are shown in the table below:

	Purchased Other Intangible Assets
	Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in millions)
As of October 31, 2006:
Purchased technology	$	208	$	143	$	65
Customer relationships	50		32		18
Total	$	258	$	175	$	83
As of April 30, 2007:
Purchased technology	$	229	$	156	$	73
Customer relationships	55		35		20
Total	$	284	$	191	$	93

We recorded approximately $40 million of goodwill and $26 million of other intangibles during the six months ended April 30, 2007, primarily related to four acquisitions that closed in the first quarter of 2007. Pro forma disclosures were not required for these acquisitions, as they are not material.

Amortization of intangible assets was $8 million and $16 million for the three and six months ended April 30, 2007, respectively, and $7 million and $11 million for the same periods in the prior year. Future amortization expense related to existing purchased intangible assets is estimated to be $17 million for the remainder of 2007, $24 million for 2008, $17 million for 2009 and $35 million thereafter.

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10. RETIREMENT PLANS AND POST RETIREMENT PENSION PLANS

Components of net periodic costs. For the three and six months ended April 30, 2007 and 2006, our net pension and post retirement benefit costs were comprised of the following:

	Pensions
	U.S. Plans						Non-U.S. Plans						U.S. Post Retirement Benefit Plans
	Three Months Ended April 30,
	2007			2006			2007			2006			2007			2006
	(in millions)
Service cost—benefits earned during the period	$	10		$	12		$	9		$	11		$	1		$	1
Interest cost on benefit obligation	10			10			16			14			7			7
Expected return on plan assets	(14		)	(13		)	(23		)	(19		)	(7		)	(6		)
Amortization and deferrals:
Actuarial (gain) loss	(1		)	(1		)	8			8			—			2
Prior service cost	—			—			—			—			(2		)	(3		)
Total net plan costs	$	5		$	8		$	10		$	14		$	(1	)	$	1
Distribution of net plan costs
Continuing operations	$	5		$	7		$	10		$	13		(1		)	$	1
Discontinued operations	—			1			—			1			—			—
Total net plan costs	$	5		$	8		$	10		$	14		$	(1	)	$	1

	Pensions
	U.S. Plans						Non-U.S. Plans						U.S. Post Retirement Benefit Plans
	Six Months Ended April 30,
	2007			2006			2007			2006			2007			2006
	(in millions)
Service cost—benefits earned during the period	$	20		$	24		$	18		$	22		$	2		$	2
Interest cost on benefit obligation	20			20			32			28			14			14
Expected return on plan assets	(28		)	(26		)	(46		)	(38		)	(14		)	(12		)
Amortization and deferrals:
Actuarial (gain) loss	(2		)	(1		)	16			16			—			4
Prior service cost	—			—			—			—			(4		)	(6		)
Total net plan costs	10			17			20			28			(2		)	2
Curtailments	—			(22		)	—			—			—			(21		)
Settlements	(1		)	—			—			(8		)	—			—
Total net plan costs	$	9		$	(5	)	$	20		$	20		$	(2	)	$	(19	)
Distribution of net plan costs
Continuing operations	$	9		$	15		$	20		$	26		(2		)	$	2
Discontinued operations	—			(20		)	—			(6		)	—			(21		)
Total net plan costs	$	9		$	(5	)	$	20		$	20		$	(2	)	$	(19	)

In the U.S., because of lump sum payouts during the three months ended January 31, 2007, we recorded a settlement in accordance with by SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” (“SFAS No. 88”). The impact to the U.S. Plans was a gain of $1 million.

We contributed approximately zero and $8 million to our U.S. defined benefit plans during the three and six months ended April 30, 2007 and zero and $41 million, respectively, for the same periods in 2006. We contributed approximately $7 million and $16 million to our non-U.S. defined benefit plans during the three and six months ended April 30, 2007 and $21 million and $29 million, respectively, for the same periods in 2006. The reduced funding amounts in the U.S. were due to an improved funded status, primarily due to an increase in asset returns. We expect to contribute approximately $25 million to our U.S. and non-U.S. defined benefit plans during the remainder of fiscal 2007.

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11. WARRANTIES

Standard Warranty

We accrue for standard warranty costs in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” (“SFAS No. 5”), based on historical trends in warranty charges as a percentage of gross product shipments. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time products are sold. Our standard warranty terms typically extend for one year from the date of delivery.

	FY 2007			FY 2006
	(in millions)
Beginning balance at November 1,	$	29		$	40
Accruals for warranties issued during the period	29			25
Accruals related to pre-existing warranties (including changes in estimates)	(1		)	(1		)
Settlements made during the period	(28		)	(30		)
Ending balance at April 30,	$	29		$	34

Extended Warranty

Revenue from our extended warranty contracts with terms beyond one year is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. Amounts representing warranty contracts for the next twelve months are included in deferred revenue on the condensed consolidated balance sheet and were $50 million and $43 million at April 30, 2007 and October 31, 2006, respectively. The long-term amounts are recorded in other liabilities on the condensed consolidated balance sheet and were $55 million at both April 30, 2007 and October 31, 2006.

	FY 2007			FY 2006
	(in millions)
Beginning balance at November 1,	$	98		$	76
Recognition of revenue	(20		)	(12		)
Deferral of revenue for new contracts	27			26
Ending balance at April 30,	$	105		$	90

12. RESTRUCTURING

We initiated several restructuring plans in prior periods: the 2001 Plan, the 2002 Plan and the 2003 Plan (“Prior Plans”). As of April 30, 2007, we have executed all key activities on the Prior Plans. However, charges in connection with the consolidation of excess facilities continue to be recorded due to changes in market conditions from those originally expected. Payments will continue to be made related to these properties over the next five years.

Our FY2005 Plan was announced in the fourth quarter of 2005. As a consequence of selling our semiconductor products business and spinning off our semiconductor test solutions business, the FY2005 Plan is designed to align our workforce with our smaller revenue base. The FY2005 Plan consists of voluntary and involuntary terminations. During the three and six months ended April 30, 2007 we incurred $7 million and $16 million, respectively, in charges related to the FY2005 Plan, mostly associated with individuals notified prior to October 31, 2006.

A summary of restructuring activity for the six months ended April 30, 2007 is shown in the table below:

	Workforce Reduction			Consolidation of Excess Facilities			Total
	(in millions)
Ending balance at October 31, 2006	$	13		$	58		$	71
Total charges	16			—			16
Cash payments	(25		)	(14		)	(39		)
Ending balance at April 30, 2007	$	4		$	44		$	48

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The restructuring accrual for all plans, which totaled $48 million as of April 30, 2007 and $71 million as of October 31, 2006, is recorded in other accrued liabilities and other long-term liabilities on the condensed consolidated balance sheet and represents estimated future cash outlays. Completion of the workforce reduction component of the FY2005 Plan is expected by the end of fiscal year 2007; however, lease payments for excess facilities are expected to extend over the next five years.

A summary of the statement of operations impact of the charges resulting from all restructuring plans is shown below:

	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2007		2006		2007		2006
	(in millions)				(in millions)
Cost of products	$	3	$	7	$	6	$	16
Research and development	—		12		1		16
Selling, general and administrative	4		42		9		63
Restructuring and asset impairment charges in continuing operations	7		61		16		95
Restructuring charges in discontinued operations	—		5		—		10
Total restructuring and asset impairment charges	$	7	$	66	$	16	$	105

13. COMPREHENSIVE INCOME

The following table presents the components of comprehensive income:

	Three Months Ended April 30,
	2007			2006
	(in millions)
Net income	$	123		$	115
Other comprehensive income:
Change in unrealized gain (loss) on investments	1			(1		)
Change in unrealized gain (loss) on derivative instruments	(6		)	(5		)
Foreign currency translation	58			33
Deferred taxes	—			2
Comprehensive income	$	176		$	144

	Six Months Ended April 30,
	2007			2006
	(in millions)
Net income	$	273		$	2,931
Other comprehensive income:
Change in unrealized gain (loss) on investments	1			(5		)
Change in unrealized gain (loss) on derivative instruments	2			(6		)
Foreign currency translation	45			37
Deferred taxes	(3		)	1
Comprehensive income	$	318		$	2,958

14. STOCK REPURCHASE PROGRAM

In the fourth quarter of 2006, our Board of Directors authorized a $2 billion stock repurchase program and subsequently, during the second quarter of 2007, they approved an acceleration of the remaining amount of repurchases under the program. We plan to complete the accelerated repurchases by the end of 2007.

The following repurchases under the above program were completed in the periods presented below:

Quarter Ended	Number of Common Stock Repurchased	Amount of Common Stock Repurchased
	(in millions)
October 31, 2006	1.7	$	56
January 31, 2007	7.6	253
April 30, 2007	11.4	382
Program to date as of April 30, 2007	20.7	$	691

The remaining amount that is authorized under the plan is approximately $1.3 billion. All such shares and related costs are held as treasury stock and accounted for using the cost method.

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15. SEGMENT INFORMATION

We are a measurement company, providing core bio-analytical and electronic measurement solutions to the communications, electronics, life sciences and chemical analysis industries. During 2006, we completed the divestiture of our semiconductor products business and spin-off of our semiconductor test solutions business. After this reorganization, Agilent has two businesses — bio-analytical measurement and electronic measurement — each of which comprises a reportable segment. The segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Other factors, including customer base, homogeneity of products, technology and delivery channels, were also considered in determining our reportable segments.

A significant portion of the segments’ expenses arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include costs of centralized research and development, legal, accounting, real estate, insurance services, information technology services, treasury and other corporate infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a basis that we considered to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. For 2006, corporate charges previously allocated to our semiconductor products business and semiconductor test systems business, but not classified within discontinued operations, were not reallocated to our other segments. These charges are presented below as a component of the reconciliation between the segments’ income from operations and Agilent’s income from continuing operations and are classified as unallocated semiconductor products business corporate charges and unallocated semiconductor test systems business corporate charges.

The following tables reflect the results of our reportable segments under our management reporting system. These results are not necessarily in conformity with generally accepted accounting principles in the U.S. The performance of each segment is measured based on several metrics, including income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.

The profitability of each of the segments is measured after excluding amortization and impairment of other intangibles, restructuring and asset impairment charges, share based compensation expense, investment gains and losses, interest income, interest expense and other items as noted in the reconciliation below.

	Electronic Measurement		Bio-analytical Measurement		Total
	(in millions)
Three months ended April 30, 2007:
Total net revenue	$	892	$	428	$	1,320
Segment income from operations	$	130	$	67	$	197
Three months ended April 30, 2006:
Total net revenue	$	867	$	372	$	1,239
Segment income from operations	$	120	$	45	$	165

	Electronic Measurement		Bio-analytical Measurement		Total
	(in millions)
Six months ended April 30, 2007:
Total net revenue	$	1,717	$	883	$	2,600
Segment income from operations	$	225	$	155	$	380
Six months ended April 30, 2006:
Total net revenue	$	1,661	$	745	$	2,406
Segment income from operations	$	209	$	97	$	306

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The following table reconciles reportable segments’ income from operations to Agilent’s total enterprise income from continuing operations before taxes, equity income and gain on sale of Lumileds:

	Three Months Ended April 30,						Six Months Ended April 30,
	2007			2006			2007			2006
	(in millions)
Total reportable segments’ income from operations	$	197		$	165		$	380		$	306
Restructuring and asset impairment	(10		)	(61		)	(19		)	(95		)
Business disposal and infrastructure reduction costs	(6		)	(20		)	(12		)	(30		)
Gain on sale of assets	6			56			7			56
Share-based compensation	(40		)	(22		)	(76		)	(54		)
Excess software amortization	(8		)	—			(16		)	—
Intangible amortization	(9		)	(7		)	(17		)	(12		)
Donation to Agilent Foundation	—			—			(20		)	—
Interest income	44			47			94			83
Interest expense	(22		)	(18		)	(45		)	(23		)
Other income (expense), net	3			17			4			34
Unallocated semiconductor products business corporate charges	—			—			—			(13		)
Unallocated semiconductor test solutions business corporate charges	—			(14		)	—			(31		)
Other	1			1			(1		)	6
Income from continuing operations before taxes, equity income and gain on sale of Lumileds as reported	$	156		$	144		$	279		$	227

In January of 2007, we donated $20 million to the Agilent Foundation, which is a non-profit public benefit corporation for charitable and educational purposes.

The following table reflects segment assets under our management reporting system. Segment assets include allocations of corporate assets, including deferred tax assets, goodwill, other intangibles and other assets.

	Electronic Measurement		Bio-analytical Measurement		Total
	(in millions)
Assets:
As of April 30, 2007	$	2,224	$	953	$	3,177
As of October 31, 2006	$	2,156	$	922	$	3,078

16. SUBSEQUENT EVENTS

Acquisition of Stratagene Corporation

On April 5, 2007, we signed a definitive agreement to acquire Stratagene Corporation (Nasdaq STGN), a publicly traded life sciences company based in La Jolla, California. Stratagene is a developer, manufacturer and marketer of specialized life science research and diagnostic products. Under the terms of the agreement, each share of Stratagene common stock will be converted into the right for shareholders to receive a cash payment of $10.94, or an aggregate amount of approximately $250 million. The acquisition, subject to certain customary closing conditions, is expected to close in early June.

15

Revolving Credit Facility

On May 11, 2007, we entered into a five-year credit agreement, which provides for a $300 million unsecured credit facility that will expire on May 11, 2012. The company may use amounts borrowed under the facility for general corporate purposes. The company is not borrowing under the facility at this time, but may borrow under the facility from time to time as needs arise.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K. This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality and growth in the markets we sell into, our strategic direction, remediation activities, new product and service introductions, product pricing, changes to our manufacturing processes, the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from continuing operations, growth in our businesses, our investments, our financial results, revenue generated from international sales, our cost-control activities, the status of our restructuring programs including our lease and severance payment obligations, our transition to lower-cost regions, and the existence or length of an economic recovery that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed below in “Risks, Uncertainties and Other Factors That May Affect Future Results” and elsewhere in this Form 10-Q.

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations or cash flows. Our fiscal year end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.

In the first quarter of 2006, we completed the divestiture of our semiconductor products business. In the third quarter of 2006, we completed the initial public offering of our semiconductor test solutions business, Verigy Ltd. (“Verigy”). Verigy was a majority-owned subsidiary of Agilent until the distribution of our remaining Verigy shares to Agilent stockholders on October 31, 2006. The results of our semiconductor products business and our semiconductor test solutions business are presented as discontinued operations for fiscal year 2006 in the condensed consolidated financial statements.

Executive Summary

Agilent Technologies, Inc. (“we”, “Agilent” or the “company”) is a measurement company, providing core bio-analytical and electronic measurement solutions to the communications, electronics, life sciences and chemical analysis industries. Agilent has two businesses focused on the electronic measurement market and the bio-analytical measurement market.

For the three and six months ended April 30, 2007, total orders were $1.40 billion and $2.65 billion, respectively, up 10 percent and 8 percent in comparison to the same periods last year. Bio-analytical orders grew 14 percent, the fourth consecutive quarter of double digit order growth. Electronic measurement orders were up 8 percent for the quarter, double the average of the prior four quarters. We saw signs that wireless manufacturing test market may be bottoming.

Net revenue of $1.32 billion and $2.60 billion for the three and six months ended April 30, 2007 was up 7 percent and 8 percent, respectively, from the same periods last year. Two percent of the net revenue growth was due to currency for the three and six months ended April 30, 2007. Bio-analytical revenues were up 15 percent in the three months ended April 30, 2007 and electronic measurement revenues grew only 3 percent, mostly reflecting the weakness of the wireless manufacturing test market.

Income from continuing operations for the three and six months ended April 30, 2007 was $123 million and $273 million, respectively, and $121 million and $1,095 million for the corresponding periods last year. A gain of $56 million in the three months ended April 30, 2006 was recorded on the sale of the San Jose site and, for the six months ended April 30, 2006, a gain of $901 million was recorded on the sale of an equity investment, Lumileds. Net income for the six months ended April 30, 2006 includes $1,821 million from, and gain on the sale of, discontinued operations of our semiconductor products business and $15 million for the income from discontinued operations of our semiconductor test solutions business.

In the six months ended April 30, 2007, we generated $395 million of operating cash compared with $127 million generated in the six moths of the prior year. The improvement in year over year operating cash was driven by the increase in net operating income together with a $45 million reduction in disbursements relating to restructuring activities, a $92 million decrease in tax payments and a $46 million reduction in contributions to defined benefit plans when compared to the prior year.

Looking forward, our focus will be to grow revenue at a faster rate than the electronic measurement and bio-analytical markets, primarily through increasing market share, expanding our served market size with new products and channels and by complementary acquisitions. Our primary strategy is to pursue profitable growth by expanding our leadership in core/adjacent markets and seeking revenue growth opportunities.

17

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. The preparation of condensed consolidated financial statements in conformity with GAAP in the U.S. requires management to make estimates, judgments and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, restructuring and asset impairment charges, inventory valuation, investment impairments, share-based compensation, retirement and post-retirement benefit plan assumptions, valuation of long-lived assets and accounting for income taxes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements.

Share-based compensation. The expected stock price volatility assumption was determined using the implied volatility for our stock for the three and six months ended April 30, 2007 and 2006. We estimate the stock price volatility using the implied volatility of Agilent’s publicly traded, similarly priced, stock options. We have determined that implied volatility is more reflective of market conditions and a better indicator of expected volatility than using historical volatility or a combined method of determining volatility. In reaching this conclusion, we have considered many factors including the extent to which our options are traded and our ability to find traded options with similar terms and prices to the options we are valuing. A 10 percent increase in our estimated volatility from 25 percent to 35 percent would generally increase the value of an award and the associated compensation cost by approximately 25 percent if no other factors were changed.

In the first quarter of 2007, we revised our estimate of the expected life of our employee stock options. In revising this estimate, we considered several factors, including the expected lives used by a peer group of companies and the historical option exercise behavior of our employees. In the first quarter of 2007, we granted the majority of our employee stock options to executive employees and the review of our data indicated that our executive employees, on average, exercise their options at 4.6 years. See Note 4, “Share-Based Compensation,” to the condensed consolidated financial statements for more information.

Goodwill and purchased intangible assets. No events occurred or circumstances changed during the six months ended April 30, 2007 that required us to test goodwill or purchased intangibles for impairment.

Adoption of New Pronouncements

See Note 3, “New Accounting Pronouncements,” to the condensed consolidated financial statements for a description of new accounting pronouncements.

Restructuring and Asset Impairment

We initiated several restructuring plans in prior periods: the 2001 Plan, the 2002 Plan and the 2003 Plan (“Prior Plans”). We have executed all key activities on the Prior Plans. However, charges in connection with the consolidation of excess facilities continue to be recorded due to changes in market conditions from those originally expected. Payments will continue to be made related to these properties over the next five years.

Our FY2005 Plan was announced in the fourth quarter of 2005. As a consequence of selling our semiconductor products business and spinning off our semiconductor test solutions business, the FY2005 Plan is designed to align our workforce with our smaller revenue base. The FY2005 Plan consists of voluntary and involuntary terminations. During the three and six months ended April 30, 2007 we incurred $7 million and $16 million, respectively, in charges related to the FY2005 Plan, mostly associated with individuals notified prior to October 31, 2006. Future charges of approximately $1 million are also expected for these individuals, with some limited additional charges expected for individuals to be notified in future periods. We expect to complete all actions associated with the FY2005 Plan by the end of fiscal 2007.

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Subsequent to the FY2005 Plan, we continue to realign our businesses to the changing economic environment, although such actions do not constitute a restructuring plan as each action is individually immaterial. Actions taken to date are expected to result in approximately $18 million of workforce management charges over the next year, of which approximately $3 million was recorded in the second quarter of 2007.

See Note 12, “Restructuring and Asset Impairment,” of the condensed consolidated financial statements for more details relating to the restructuring plans and asset impairment activity.

Foreign Currency

Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates as a result of our global operating and financing activities. We hedge net cash flow and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short term and anticipated basis. We do experience some fluctuations within individual lines of the condensed consolidated statement of operations and balance sheet as our hedging program is not designed to offset the currency movements in each category of revenues, expenses, monetary assets and liabilities. However, movements in exchange rates net of our hedging activities had no material effect on our net income in the periods presented.

Results from Continuing Operations

Orders and Net Revenue

	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three		Six
	2007		2006		2007		2006		Months		Months
	(in millions)
Orders	$	1,400	$	1,276	$	2,650	$	2,453	10	%	8	%
Net revenue:
Products	$	1,095	$	1,028	$	2,160	$	1,995	7	%	8	%
Services and other	225		211		440		411		7	%	7	%
Total net revenue	$	1,320	$	1,239	$	2,600	$	2,406	7	%	8	%

Agilent orders increased 10 percent and 8 percent for the three month and six months ended April 30, 2007, respectively, compared to the same periods in 2006.

 Our bio-analytical measurement business recorded order growth of 14 percent for both the three and six month periods ended April 30, 2007 when compared to the prior year periods with strength in all of our markets. In comparison with the prior year, electronic measurement orders grew by 8 percent in the three months ended April 30, 2007 with sustained momentum in the general purpose test market and an indication that orders may be bottoming in the wireless manufacturing test market.

Agilent net revenue increased 7 percent and 8 percent for the three month and six months ended April 30, 2007 compared to the same periods last year.

The bio-analytical measurement business achieved revenue growth of 15 percent and 19 percent for the three and six months ended April 30, 2007 with strength across the portfolio of instruments, consumables and services.

Electronic measurement business revenues increased by 3 percent for both the three and six months ended April 30, 2007 compared with the prior year. Communications test revenue continued to be impacted by the weakness in wireless manufacturing test market.

Services and other revenue include revenue generated from servicing our installed base of products, warranty extensions and consulting. Services and other revenue for the three month and six months ended April 30, 2007 increased by 7 percent for both periods, as compared to the same periods last year. Service revenue trends tend to lag product revenue due to the deferral of significant service revenue, which is recognized over extended time periods.

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Backlog

At April 30, 2007, our unfilled orders for the electronic measurement business amounted to approximately $810 million, as compared to approximately $750 million at April 30, 2006. At April 30, 2007, our unfilled orders for the bio-analytical measurement business were approximately $260 million, as compared to approximately $220 million at April 30, 2006. We expect that a large majority of the unfilled orders for both businesses will be delivered to customers within nine months. On average, our unfilled orders represent approximately two months’ worth of revenues. In light of this experience, backlog on any particular date, while indicative of short-term revenue performance, is not necessarily a reliable indicator of medium or long-term revenue performance.

Operating Results

	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2007		2006		2007		2006		Months	Months
Total gross margin	55.3	%	51.7	%	54.7	%	51.7	%	4 ppts	3 ppts
Operating margin	9.9	%	7.9	%	8.7	%	5.5	%	2 ppts	3 ppts

(in millions)
Research and development	$	173	$	172	$	341	$	337	1	%	1	%
Selling, general and administrative	$	426	$	427	$	854	$	829	—		3	%

Total gross margins increased 4 percentage points and 3 percentage points for the three and six months ended April 30, 2007 compared to the same periods last year. The improvement in gross margins during the three months ended April 30, 2007 continued to be influenced by the refunctionalization of general infrastructure allocations from cost of goods sold to research and development and selling, general and administrative expenses which took place after the second quarter of 2006. Going forward, this change should not drive any further impact on gross margin comparisons as the shift was effective in our third quarter of 2006 results. The lower allocations to gross margins reflect the ongoing headcount profile that is now less manufacturing intensive since the divestiture of our semiconductor products business. In addition, the relative strength of foreign currencies has continued to increase gross margins when compared with the prior year. The increase has been offset by corresponding increases in expenses and the offset of hedging gains and losses and, overall, had an immaterial impact on income from operations.

Research and development expenses increased 1 percent for the three and six months ended April 30, 2007 compared to the same periods last year. The main drivers for the increase continued to be the above-mentioned general infrastructure refunctionalization and currency changes. In addition, incremental increases for share based compensation in the three and six months ended April 30, 2007 have been offset by reductions in restructuring charges. We remain committed to bringing new products to market, and have focused our development efforts on key strategic opportunities in order to align our business with available markets and position ourselves to capture market share.

Selling, general and administrative expenses remained constant and increased by 3 percent for the three month and six months ended April 30, 2007, compared to the same periods last year. There were significant reductions in restructuring costs of $38 million and $54 million for the three and six months ended April 30, 2007, respectively. These costs reductions were partially offset by the impact of the general infrastructure refunctionalization, currency movements and acquisition costs. In addition, there were increases in share-based compensation of $11 million and $12 million for the three and six months ended April 30, 2007 compared to the same periods last year and a donation made in the first quarter of 2007 of $20 million to the Agilent Foundation.

At April 30, 2007, our headcount for continuing operations was approximately 18,900 as compared to approximately 18,750 at April 30, 2006.

General Infrastructure and Shared Services

For Agilent overall we have decreased our infrastructure costs compared to last year, primarily through continuing restructuring activities and streamlining our operations. We have reduced the number of employees in our workforce that provide support services such as finance, IT and workplace services and moved many of our global shared services operations sites to lower cost regions.

Provision for Income Taxes

For the three months and six months ended April 30, 2007, we recorded an income tax provision of $33 million and $6 million on continuing operations compared to an income tax provision of $23 million and $33 million in the same periods last year. The income tax provision for the six months ended April 30, 2007 includes a benefit of $50 million related to the resolution of non-U.S.

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tax issues associated with the 2000 spin-off of Agilent from Hewlett-Packard. The provision was recorded for taxes on income generated in jurisdictions other than those in which the Company has full valuation allowances. We intend to maintain full valuation allowances in these jurisdictions until sufficient positive evidence exists to support the reversal of the valuation allowances.

For 2007, the current estimate of the annual effective tax rate is 13 percent on continuing operations. The income tax rate for continuing operations was 2 percent for the six months ended April 30, 2007. The tax rates for both the six months ended April 30, 2007 and fiscal year 2007 benefited from the resolution of $50 million of international tax issues. The benefit was treated as a discrete event during the quarter ended January 31, 2007. Excluding the impact of the $50 million tax benefit, we anticipate the full-year 2007 effective tax rate on continuing operations to be approximately 19 percent. The overall tax rate reflects taxes in jurisdictions other than the U.S. and foreign jurisdictions in which income tax expense or benefit continues to be offset by adjustments to the valuation allowances. This tax rate may change over time as the amount or mix of income and taxes changes. Our effective tax rate is calculated using our projected annual pre-tax income or loss from continuing operations and is affected by research tax credits, the expected level of other tax benefits, the effects of business acquisitions and dispositions, the impact of changes to valuation allowances, changes in other comprehensive income, as well as changes in the mix of income and losses in the jurisdictions in which the Company operates which have varying statutory rates.

In connection with an Internal Revenue Service (“IRS”) audit of our U.S. federal income tax returns for 2000 through 2002, we received various Notices of Proposed Adjustment (“NOPA”). In particular, we received a NOPA in October 2006 and a NOPA in January 2007 in which the IRS claims significant increases to our U.S. taxable income, which could result in a commensurate increase in our U.S. income taxes payable. The October 2006 NOPA relates to the use of Agilent’s brand name by our foreign affiliates. The January 2007 NOPA relates to a deemed dividend between Agilent’s affiliates. We expect to receive a Revenue Agent’s Report with respect to the October 2006 NOPA in due course in which we anticipate the IRS will assert a significant aggregate tax deficiency, plus interest and possible penalties. The January 2007 NOPA may be included in the Revenue Agent’s Report if we are unsuccessful in addressing it before the IRS audit concludes. We believe that the claimed IRS adjustments are inconsistent with applicable tax laws and that the chance of the IRS prevailing on the claims is remote. Accordingly, we will oppose the claimed adjustments vigorously. In accordance with SFAS No. 5, “Accounting for Contingencies,” we have not accrued an income tax liability in our financial statements as we believe the possibility that the IRS will be successful in its claim for the adjustments is remote.

For all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.

Segment Overview

Agilent is the world’s premier measurement company providing core bio-analytical and electronic measurement solutions to the communications, electronics, life sciences and chemical analysis industries. Agilent has two businesses focused on the electronic measurement market and the bio-analytical measurement market.

Electronic Measurement

Our electronic measurement business provides standard and customized solutions that are used in the design, development, manufacture, installation, deployment and operation of electronic equipment and systems and communications networks and services.

Orders and Net Revenue

	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three		Six
	2007		2006		2007		2006		Months		Months
	(in millions)
Orders	$	943	$	875	$	1,760	$	1,674	8	%	5	%
Net revenue	$	892	$	867	$	1,717	$	1,661	3	%	3	%

Overall orders for the three and six months ended April 30, 2007 increased 8 percent and 5 percent compared with the same periods last year, with growth in our nano-positioning, oscilloscopes, digital test systems, parametric test and aerospace/defense focused businesses. Weakness in business associated with wireless manufacturing test persisted but the orders were better than those in the previous quarter.

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Revenues for the three and six months ended April 30, 2007 increased 3 percent compared to the same periods last year. General purpose test revenues of $563 million and $1,072 million increased 10 percent and 11 percent, respectively, for the three and six months ended April 30, 2007, compared to the same periods last year. Our general purpose end markets continue to experience solid growth fueled by the ongoing global economic expansion and rising consumer spending on electronics. We saw growth this quarter driven by successful test solutions to emerging consumer technologies such as the high definition multimedia interface (“HDMI”) 1.3 for converged high-definition audio/visual system transmission. The computing and semiconductor end markets continued to perform well as ever-increasing complexity of device and system technologies require our leading-edge test solutions. Communications test revenues of $329 million and $645 million decreased 7 percent for both of the three and six months ended April 30, 2007 compared to the same periods last year. The decrease was driven mainly by weaker demand in wireless manufacturing test. Other communications test markets (such as wireline and wireless R&D) were more stable with moderate growth compared to last year.

Looking forward, we project continued opportunities for growth in our electronic measurement business. We expect growth to be driven by our customers’ expansion of wireless 3G coverage and services (high data rate, multi-media services supported by multi-functional handsets) as well as by opportunities in broadband access, voice-over-internet-protocol and fiber-to-the-home, all fueled by consumer demand for voice/data/video converged services. We believe the aerospace/defense market’s overall longer-term trends of spending growth in areas of signal intelligence, communications, surveillance and information warfare bode well for longer-term growth in test and measurement sales into this market. This growth potential could be mitigated by potential slowdowns in spending on new communications technologies, governmental budgetary shifts and contraction in the semiconductor market.

Operating Results

	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2007		2006		2007		2006		Months	Months
Gross margin	58.7	%	55.5	%	57.8	%	55.2	%	3ppts	3ppts
Operating margin	14.6	%	13.8	%	13.1	%	12.6	%	1ppts	1ppts

(in millions)
Research and development	$	129	$	116	$	253	$	229	11	%	10	%
Selling, general and administrative	$	265	$	245	$	514	$	478	8	%	8	%

Gross margin increased 3 percentage points for the three and six months ended April 30, 2007 compared to the same periods last year. Several factors drove the improvement in the three and six months ended April 30, 2007 compared with the same periods in the prior year: a change in the classification of corporate overhead charges from cost of sales to operating expenses along with lower corporate overhead spending; movement of spending and activities from product cost to operating expenses; improved product material costs and more favorable mix of products.

Research and development expenses for the three and six months ended April 30, 2007 increased 11 percent and 10 percent, respectively, as compared to the same periods last year. The increase was driven by continued investment in new technologies and market expansion opportunities, the impact of currency movement and internal reclassification of costs from cost of sales to research and development.

Selling, general and administrative expenses increased 8 percent for both the three and six months ended April 30, 2007 over the same periods in the prior year. The increase was driven by selective spending increases in support of growth initiatives, acquisitions, unfavorable impact of currency movements and a change in the classification of corporate overhead charges from cost of sales to operating expenses. Income from operations for the three months and six months ended April 30, 2007 increased $10 million and $16 million when compared to the same periods last year.

Bio-analytical Measurement

Our bio-analytical measurement business provides application-focused solutions that include instruments, software, consumables and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products. Our seven key product categories include: microarrays, microfluidics, gas chromatography, liquid chromatography, mass spectrometry, software and informatics, and related consumables, reagents and services.

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Orders and Net Revenue

	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three		Six
	2007		2006		2007		2006		Months		Months
	(in millions)
Orders	$	457	$	401	$	890	$	779	14	%	14	%
Net revenue	$	428	$	372	$	883	$	745	15	%	19	%

Bio-analytical measurement business had a strong quarter and first half year, with double digit year over year growth for both orders and revenue. Results were consistent with our normal seasonal patterns and reflected the strong demand across virtually all of our markets.

Orders for the three month and six months ended April 30, 2007, grew 14 percent when compared to the same periods last year, with the second quarter achieving double digit growth for the forth consecutive quarter. In our chemical analysis business, we continued to see strength from food and environmental markets together with demand for instrumentation in petrochemical industries. In life sciences we saw demand from pharmaceutical companies, contract research organizations, and generic drug manufacturers.

Revenue for the three and six months ended April 30, 2007, grew 15 percent and 19 percent, respectively, from the same periods last year. Chemical analysis and life sciences had year over year growth of 11 percent and 20 percent, respectively, for the second quarter and revenues of $234 million and $194 million, respectively. This performance was also reflected in the results for the six months ended April 30, 2007, as both segments had year over year growth of 16 percent for chemical analysis and 22 percent for life sciences.

Chemical analysis continues to see good demand for environmental and forensic testing solutions. Continued higher average oil prices have also driven demand for our petrochemical testing solutions. Environmental, one of our larger markets, had growth of approximately 14 percent for the three month and approximately 11 percent for the six month results compared to the same periods last year. This performance was driven by increased testing of drinking water, solid waste testing, and air monitoring, especially in China and India. Our forensics market also increased with year over year growth of over 30 percent and approximately 40 percent for the three and six months ended April 30, 2007. Increased drug use in select regions coupled with an expanded list of abused substances drove the demand for new testing protocols for this market. Petrochemical showed slower year over year growth in the second quarter compared with the same period last year, as customers transitioned to our new gas chromatography (“GC”) and gas chromatography/mass spectrometry (‘‘GC/MS”) products – pushing out revenues for this market into the third quarter. On a year to date basis, petrochemical grew nearly 20 percent versus the prior year, as this market continues to benefit from system replacements in Americas and Europe, construction of new refineries in India and China, and worldwide demand for alternative fuels such as bio-diesel. Growth in this sector was driven by updated food safety regulations in China and India and by overall increases made to regulatory standards worldwide.

In life sciences, we saw good demand from pharmaceutical and biotechnology companies, contract research organizations and generic drug manufacturers. We are also seeing more pharmaceutical collaboration with both university and federal research labs. While in the academic and government markets, funding remains strong across the major regions. From a product perspective, revenue growth for this market segment was driven by continued success of our new 1200-series liquid chromatography platform, particularly the rapid resolution system, high-performance liquid chromatograph columns, single quad, triple quad, quadrupole time of flight mass spectrometers, and microarrays.

Looking forward, we expect growth to continue from our recently released products such as rapid resolution liquid chromatography and enhanced single quadrupole liquid chromatography/mass spectrometry, triple quadrupole mass spectrometry, quadrupole time-of-flight mass spectrometry, gas chromatography and gas chromatography mass spectrometry systems.

Operating Results

	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2007		2006		2007		2006		Months	Months
Gross margin	52.8	%	50.3	%	53.2	%	50.3	%	3 ppts	3 ppts
Operating margin	15.7	%	12.1	%	17.6	%	13.0	%	4 ppts	5 ppts

(in millions)
Research and development	$	35	$	36	$	70	$	72	(3	)%	(3	)%
Selling, general and administrative	$	124	$	105	$	245	$	206	18	%	19	%

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For the three and six months ended April 30, 2007, gross margin improved 3 percentage points compared to the same periods last year. The improvement in gross margin was driven by increased revenue, manufacturing efficiencies, refunctionalization of general infrastructure allocations from cost of goods sold to research and development and selling, general and administrative expenses, and savings from selected cost reduction programs.

Research and development expenses decreased 3 percent for both the three and six months ended April 30, 2007, compared to the same periods last year. Spending was relatively flat to prior year investment levels.

Selling, general and administrative expenses increased 18 percent and 19 percent for the three and six months ended April 30, 2007, compared to the same periods last year. This increase was due to higher employee-related costs, higher sales commissions, investments in marketing programs, and higher general infrastructure costs.

For the three and six months ended April 30, 2007, operating margin increased 4 percentage points and 5 percentage points, respectively, compared to the same periods a year ago. These increases were due to higher revenues and operational efficiencies offsetting increased selling, general, and administrative investments to accommodate growth.

FINANCIAL CONDITION

Liquidity and Capital Resources

Our financial position as of April 30, 2007 consisted of cash and cash equivalents of $2,050 million as compared to $2,262 million as of October 31, 2006.

Net Cash Provided by Operating Activities of Continuing Operations

Net cash provided by operating activities of continuing operations was $395 million in the six months ended April 30, 2007 compared to $127 million provided in the same period in 2006. Looking forward to the remainder of the year, we expect to generate sufficient cash from continuing operations to fund our operations and investments in property, plant and equipment.

In the six months ended April 30, 2007, accounts receivable used cash of $4 million as compared to cash used of $36 million in the same period in 2006. Agilent revenues increased by approximately 8 percent in the first half of 2007 as compared to the same period in 2006, however, days sales outstanding decreased to 49 days as of April 30, 2007 from 53 days a year ago reflecting the continued improvement in receivables management. Accounts payable used cash of $31 million for the six months ended April 30, 2007 versus cash generation of $72 million in the same period in 2006. Cash used for inventory was $30 million for the six months ended April 30, 2007 compared to cash used of $17 million in the same period in 2006. Inventory days on-hand increased to 99 days as of April 30, 2007 compared to 92 days as of the end of the same period last year due to weakness in electronic measurement and our expectation for stronger segment growth in this year’s second half.

We made disbursements for restructuring activities of $39 million in the first six months of 2007, primarily in the form of severance payments, compared to $84 million during the same period of 2006. We have also paid approximately $103 million during the first half of 2007 under our variable pay programs, as compared to $93 million paid out during the first half of 2006.

We paid approximately $33 million in taxes in the first half of 2007 as compared to $125 million in the same period in 2006. The higher tax payments in 2006 were mostly associated with the U.S. tax liability created in 2005 for repatriation of earnings from our foreign subsidiaries of $970 million under the American Jobs Creation Act of 2004, and with the 2005 federal alternate minimum tax.

We contributed approximately $8 million to our U.S. defined benefit plans in the first half of 2007, compared to $41 million in 2006. We contributed approximately $16 million to our non-U.S. defined benefit plans in the first half of 2007 compared to $29 million in 2006. Our international defined benefit plans are generally funded ratably throughout the year. Total contributions in the six months ended April 30, 2007 were approximately $24 million compared to $70 million during the same period in the prior year. Our annual contributions are highly dependent on the relative performance of our assets versus our projected liabilities, among other factors. The reduced funding amounts in the U.S. were due to an improved funded status. We expect to contribute approximately $25 million to our U.S. and non-U.S. defined benefit plans during the remainder of fiscal 2007.

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Net Cash Provided by (Used in) Investing Activities of Continuing Operations

Net cash used in investing activities of continuing operations for the six months ended April 30, 2007 was $129 million compared to $1,852 million generated in the same period of 2006.

Cash generation in the first half of 2006 was high due to the divestiture of our semiconductor products business for $2.5 billion, net of transaction costs and taxes. We also completed the sale of our ownership in Lumileds to Philips for $949 million. During the first half of 2006, restricted cash and cash equivalents, net increased by approximately $1.6 billion. We are required to hold restricted cash and cash equivalents due to the financing described under “net cash used in financing activities” below.

Investments in property, plant and equipment were $79 million in the first half of 2007, almost flat compared to the same period in 2006. We believe that total capital expenditures for the current year will be approximately $150 million compared to capital expenditures last year of $185 million. The higher capital expenditure during the last year was due to the site consolidation and relocation following the semiconductor products business divestiture and spin-off of our semiconductor test solutions business. Proceeds from sale of property, plant and equipment were $8 million in the six months ended April 30, 2007 as compared to $89 million in the same period of 2006. In the second quarter of 2006, we sold our San Jose site facility for net proceeds of $87 million. During the first half of 2007, we invested $72 million in four acquisitions and several intangible assets, net of cash acquired, compared to $24 million during the same period of 2006.

Net Cash Used in Financing Activities

Net cash used in financing activities for the six months ended April 30, 2007 was $489 million compared to $1,571 million used in the same period of 2006.

Our board of directors authorized a new stock repurchase program of up to $2 billion in the fourth quarter of 2006. We repurchased approximately 19 million shares for $636 million during the first half of 2007 as compared to approximately 96 million shares for approximately $3.5 billion during the same period in 2006 under a different program. During the second quarter of 2007, our Board of Directors authorized acceleration of this program. As of April 30, 2007, we had authorization of approximately $1.3 billion remaining for future share repurchases that we expect to complete by end of this fiscal year. We may need to borrow funds or enter into other financing transactions in order to complete the remainder of our share repurchases in this fiscal year. Proceeds from issuance of common stock under employee stock plans were $147 million in first half of 2007 compared to $448 million during the same period of 2006.

In January 2006, Agilent Technologies World Trade, Inc., a consolidated wholly owned subsidiary of Agilent (“World Trade”), entered into a Master Repurchase Agreement and related Confirmation (together, the “Repurchase Agreement”) with a third party pursuant to which World Trade sold 15,000 Class A preferred shares of one of its wholly owned subsidiaries having an aggregate liquidation preference of $1.5 billion. Pursuant to the Repurchase Agreement, World Trade is obligated to repurchase from the third party those preferred shares for 100 percent of their aggregate liquidation preference in January 2011. The $1.5 billion obligation of our subsidiary to repurchase the preferred shares has been classified as long-term debt on our condensed consolidated balance sheet.

Off Balance Sheet Arrangements and Other

There were no substantial changes from our 2006 Annual Report on Form 10-K to our off-balance sheet arrangements or contractual commitments in the second quarter of fiscal year 2007. We have contractual commitments for non-cancelable operating leases. We have no other material non-cancelable guarantees or commitments.

Our liquidity is affected by many factors, some of which are based on normal ongoing operations of our business and some of which arise from fluctuations related to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout our global organization.

On December 11, 2006, Moody’s Investors Service (“Moody’s”) upgraded their corporate family rating and probability of default rating of Agilent from “Ba2” to “Ba1” and revised their rating outlook to positive, leaving unchanged the speculative grade liquidity rating of “SGL-1”. On March 22, 2007, Moody’s lowered its outlook to “Stable” from “Positive” due to the company’s announcement to accelerate its shares repurchase program. On January 12, 2007, Standard & Poor’s Rating Services (“S&P”) raised its corporate credit and senior unsecured debt ratings of Agilent to “BBB-” from “BB+”, with a “stable” ratings outlook. On March 29, 2007, Fitch Ratings initiated coverage of Agilent by assigning an issuer default rating of “BBB-” with “Stable” outlook.

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated sales, and assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. We hedge future cash flows denominated in currencies other than the functional currency using sales forecasts up to twelve months in advance. Our exposure to exchange rate risks is managed on an enterprise-wide basis. This strategy utilizes derivative financial instruments, including option and forward contracts, to hedge certain foreign currency exposures, with the intent of offsetting gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging them. We do not currently and do not intend to utilize derivative financial instruments for trading purposes.

The company’s operations generate non-functional currency cash flows such as revenues, third party vendor payments and inter-company payments. In anticipation of these foreign currency cash flows and in view of volatility of the currency market, the company enters into such foreign exchange contracts as are described above to manage its currency risk. Approximately 63 percent and 62 percent of our revenues were generated in U.S. dollars during the second quarter of 2007 and 2006, respectively.

We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in foreign exchange rates to the hedging contracts and the underlying exposures described above. As of April 30, 2007, the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended April 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

In November 2001, a securities class action, Kassin v. Agilent Technologies, Inc., et al., Civil Action No. 01-CV-10639, was filed in United States District Court for the Southern District of New York (the “Court”) against certain investment bank underwriters for our initial public offering (“IPO”), Agilent and various of our officers and directors at the time of the IPO. In 2003, the Court granted Agilent’s motion to dismiss the claims against Agilent based on Section 10 of the Securities Exchange Act, but denied Agilent’s motion to dismiss the claims based on Section 11 of the Securities Act. Agilent and more than 200 other issuer defendants have reached an agreement in principle for a settlement with plaintiffs. Under the settlement, plaintiffs’ claims against Agilent and its directors and officers would be released, in exchange for a contingent payment (which, if made, would be paid by Agilent’s insurer) and an assignment of certain potential claims. On June 14, 2004, papers formalizing the settlement among the plaintiffs, issuer defendants and insurers were presented to the Court in New York. On February 15, 2005, the Court granted preliminary approval of the settlement conditioned upon the parties’ modification of a proposed bar order contained in the settlement. On August 31, 2005, the Court confirmed its preliminary approval of the settlement. On April 24, 2006, the Court held a fairness hearing in connection with the motion for final approval of the settlement. The Court did not issue a ruling on the motion for final approval at the fairness hearing. On December 5, 2006, the Court of Appeals for the Second Circuit reversed the Court’s order certifying a class in several “test cases” that had been selected by the underwriter defendants and plaintiffs in the coordinated proceeding In re Initial Public Offering Securities Litigation. Agilent is not one of the test cases and it is unclear what impact this will have on Agilent’s case. On January 5, 2007, plaintiffs filed a petition for rehearing to the full bench of the Second Circuit. On April 6, 2007, the Second Circuit issued an order denying rehearing but noting that plaintiffs are free to “seek certification of a more modest class.” The settlement remains subject to a number of conditions, including final approval of the Court. Plaintiffs continue to prosecute their claims against the underwriter defendants, and discovery is now underway. Under our separation agreements with HP, HP agreed to indemnify us for a substantial portion of IPO-related liabilities. If the settlement does not occur, and the litigation against the company continues, Agilent believes it has meritorious defenses and intends to defend the case vigorously. We believe the likelihood that we will be required to pay any material amount is remote.

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We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There are no matters pending that we expect to be material in relation to our business, consolidated financial condition, results of operations or cash flows.

ITEM 1A.       RISK FACTORS

Risks, Uncertainties and Other Factors That May Affect Future Results

Our operating results and financial condition could be harmed if the markets into which we sell our products decline or do not grow as anticipated.

Visibility into our markets is limited. Our quarterly sales and operating results are highly dependent on the volume and timing of orders received during the quarter, which are difficult to forecast. In addition, our revenues and earnings forecasts for future quarters are often based on the expected seasonality or cyclicality of our markets. However, the markets we serve do not always experience the seasonality or cyclicality that we expect. Any decline in our customers’ markets or in general economic conditions would likely result in a reduction in demand for our products and services. For example, if the Asia Pacific market does not grow as anticipated, our results could suffer. The broader semiconductor market is one of the drivers for our electronic measurement business, and therefore, a decrease in the semiconductor market could harm our electronic measurement business. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such decline could harm our consolidated financial position, results of operations, cash flows and stock price, and could limit our ability to sustain profitability. Also, in such an environment, pricing pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to sales, research and development and manufacturing costs, if we were unable to respond quickly enough these pricing pressures could further reduce our gross margins.

The actions that we have taken in order to reduce costs could have long-term adverse effects on our business.

We have completed our program to transition our company to a reduced cost structure. These reductions, and regular, ongoing evaluations of our cost structure, could have the effect of reducing our talent pool and available resources and consequently could have long-term effects on our business by decreasing or slowing improvements in our products, affecting our ability to respond to customers, limiting our ability to increase production quickly if and when the demand for our products increases and limiting our ability to hire and retain key personnel. These circumstances could cause our income to be lower than it otherwise might be and as a result adversely affect our stock price.

If we do not introduce successful new products and services in a timely manner, our products and services will become obsolete, and our operating results will suffer.

We generally sell our products in industries that are characterized by rapid technological changes, frequent new product and service introductions and changing industry standards. In addition, many of the markets in which we operate are seasonal and cyclical. Without the timely introduction of new products, services and enhancements, our products and services will become technologically obsolete over time, in which case our revenue and operating results would suffer. The success of our new products and services will depend on several factors, including our ability to:

·properly identify customer needs;

·innovate and develop new technologies, services and applications;

·successfully commercialize new technologies in a timely manner;

·manufacture and deliver our products in sufficient volumes on time;

·differentiate our offerings from our competitors’ offerings;

·price our products competitively;

·anticipate our competitors’ development of new products, services or technological innovations; and

·control product quality in our manufacturing process.

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Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring products to market and damage our reputation. Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.

As part of our efforts to streamline operations and to cut costs, we have been outsourcing aspects of our manufacturing processes and other functions and will continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control. In addition, we outsource significant portions of our information technology (“IT”) function and other administrative functions. Since IT is critical to our operations, any failure to perform on the part of the IT providers could impair our ability to operate effectively. In addition to the risks outlined above, problems with manufacturing or IT outsourcing could result in lower revenues, unexecuted efficiencies, impact our results of operations and our stock price. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty.

Failure to adjust our purchases due to changing market conditions or failure to estimate our customers’ demand could adversely affect our income.

Our income could be harmed if we are unable to adjust our purchases to market fluctuations, including those caused by the seasonal or cyclical nature of the markets in which we operate. The sale of our products and services are dependent, to a large degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for their products. For example, the consumer electronics market is particularly volatile, making demand difficult to anticipate. During a market upturn, we may not be able to purchase sufficient supplies or components to meet increasing product demand, which could materially affect our results. In addition, some of the parts that require custom design are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to reengineer our product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may continue to enter into non-cancelable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for our communications and electronics products has decreased. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

Our income may suffer if our manufacturing capacity does not match the demand for our products.

Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand does not meet our expectations, our manufacturing capacity will likely exceed our production requirements. If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill orders in a timely manner. This inability could materially and adversely limit our ability to improve our results. By contrast, if during an economic downturn we had excess manufacturing capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our income.

Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.

Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. In addition, many of our employees, contract manufacturers, suppliers, job functions and manufacturing facilities are increasingly located outside the U.S. Accordingly, our future results could be harmed by a variety of factors, including:

·interruption to transportation flows for delivery of parts to us and finished goods to our customers;

·changes in foreign currency exchange rates;

·changes in a specific country’s or region’s political, economic or other conditions;

·trade protection measures and import or export licensing requirements;

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·negative consequences from changes in tax laws;

·difficulty in staffing and managing widespread operations;

·differing labor regulations;

·differing protection of intellectual property;

·unexpected changes in regulatory requirements; and

·geopolitical turmoil, including terrorism and war.

We centralized most of our accounting processes to two locations: India and Malaysia. These processes include general accounting, cost accounting, accounts payable and accounts receivables functions. If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers and collect our receivables. Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.

Our business will suffer if we are not able to retain and hire key personnel.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel. If we fail to retain and hire a sufficient number of these personnel, we will not be able to maintain or expand our business. The markets in which we operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and site closures. We believe our pay levels are very competitive within the regions that we operate. However, there is also intense competition for certain highly technical specialties in geographic areas where we continue to recruit, and it may become more difficult to retain our key employees.

Our acquisitions, strategic alliances, joint ventures and divestitures may result in financial results that are different than expected.

In the normal course of business, we frequently engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures, and generally expect to complete several transactions per year. For example, last year we completed the divestiture of our semiconductor products business and spin-off of our semiconductor test solutions business. As a result of such transactions, our financial results may differ from our own or the investment community’s expectations in a given quarter, or over the long term. Such transactions often have post-closing arrangements including but not limited to post-closing adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to predict. In addition, acquisitions and strategic alliances may require us to integrate a different company culture, management team and business infrastructure. We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances the performance of our combined businesses or product lines to realize the value from expected synergies. Depending on the size and complexity of an acquisition, our successful integration of the entity depends on a variety of factors, including:

·the retention of key employees;

·the management of facilities and employees in different geographic areas;

·the retention of key customers;

·the compatibility of our sales programs and facilities within those of the acquired company; and

·the compatibility of our existing infrastructure with that of an acquired company.

A successful divestiture depends on various factors, including our ability to:

·effectively transfer liabilities, contracts, facilities and employees to the purchaser;

·identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and

·reduce fixed costs previously associated with the divested assets or business.

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Future impairment of the value of purchased assets and goodwill could have a significant negative impact on our future operating results. And, our inability to timely and effectively apply our systems of internal controls to an acquired business could harm our operating results or cause us to fail to meet our financial reporting obligations.

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other Agilent products. All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

Environmental contamination from past operations could subject us to unreimbursed costs and could harm on-site operations and the future use and value of the properties involved and environmental contamination caused by ongoing operations could subject us to substantial liabilities in the future.

Some of our properties are undergoing remediation by Hewlett-Packard for subsurface contaminations that were known at the time of our separation from HP. HP has agreed to retain the liability for this subsurface contamination, perform the required remediation and indemnify us with respect to claims arising out of that contamination. HP will have access to our properties to perform remediation. While HP has agreed to minimize interference with on-site operations at those properties, remediation activities and subsurface contamination may require us to incur unreimbursed costs and could harm on-site operations and the future use and value of the properties. We cannot be sure that HP will continue to fulfill its indemnification or remediation obligations.  In addition, the determination of the existence and cost of any additional contamination caused by us could involve costly and time-consuming negotiations and litigation.

We have agreed to indemnify HP for any liability associated with contamination from past operations at all other properties transferred from HP to us other than those properties currently undergoing remediation by HP. While we are not aware of any material liabilities associated with any potential subsurface contamination at any of those properties, subsurface contamination may exist, and we may be exposed to material liability as a result of the existence of that contamination.

Our current and historical manufacturing processes involve, or have involved, the use of substances regulated under various international, federal, state and local laws governing the environment. As a result, we may become subject to liabilities for environmental contamination, and these liabilities may be substantial. While we have divested substantially all of our semiconductor related businesses to Avago and Verigy and regardless of indemnification arrangements with those parties, we may still become subject to liabilities for historical environmental contamination related to those businesses. Although our policy is to apply strict standards for environmental protection at our sites inside and outside the U.S., even if the sites outside the U.S. are not subject to regulations imposed by foreign governments, we may not be aware of all conditions that could subject us to liability.

Our customers and we are subject to various governmental regulations, compliance with which may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

Our businesses are subject to various significant international, federal, state and local regulations, including but not limited to health and safety, packaging, product content, labor and import/export regulations. These regulations are complex, change frequently and have tended to become more stringent over time. We may be required to incur significant expenses to comply with these regulations or to remedy violations of these regulations. Any failure by us to comply with applicable government regulations could also result in cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or expand our operations. In addition, because many of our products are regulated or sold into regulated industries, we must comply with additional regulations in marketing our products.

Our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the U.S. Federal Communications Commission. We also must comply with work safety rules. If we fail to adequately address any of these regulations, our businesses could be harmed.

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Some of our chemical analysis products are used in conjunction with chemicals whose manufacture, processing, distribution and notification requirements are regulated by the U.S. Environmental Protection Agency under the Toxic Substances Control Act, and by regulatory bodies in other countries with laws similar to the Toxic Substances Control Act. We must conform the manufacture, processing, distribution of and notification about these chemicals to these laws and adapt to regulatory requirements in all countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, then we could be made to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products in commerce until the products or component substances are brought into compliance.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenue associated with these customers.

We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations might result in suspension of these contracts, or administrative penalties.

Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from selling products.

While we do not believe that any of our products infringe the valid intellectual property rights of third parties, we may be unaware of intellectual property rights of others that may cover some of our technology, products or services. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert our management and key personnel from our business operations. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Claims of intellectual property infringement might also require us to enter into costly license agreements, and we may not be able to obtain license agreements on terms acceptable to us, or at all. We also may be subject to significant damages or injunctions against development and sale of certain of our products.

We often rely on licenses of intellectual property useful for our businesses. We cannot ensure that these licenses will be available in the future on favorable terms or at all. Our intellectual property portfolio, which we use in negotiating licenses and asserting counterclaims, has changed as a result of our divestitures and the Verigy spin-off. Portions of that portfolio relevant to the buyer of our semiconductor products business or to our semiconductor test solutions business are no longer available for our use except for a very limited ability to sublicense the divested and spun off intellectual property. We expect the IP portfolio to continue to change as we review and adjust our IP holdings consistent with our business strategies. Accordingly, the amount of intellectual property that we may use in our defense or for negotiations has decreased and will continue to change. We may be unable to obtain agreements on terms as favorable as we may have been able to obtain if we could have included in our defense or negotiations the divested and spun off intellectual property.

Third parties may infringe our intellectual property, and we may expend significant resources enforcing our rights or suffer competitive injury.

Our success depends in large part on our proprietary technology. We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our operating results.

Our pending patent and trademark registration applications may not be allowed, or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents may not provide us a significant competitive advantage.

We may be required to spend significant resources to monitor and police our intellectual property rights. We may not be able to detect infringement and our competitive position may be harmed before we do so. In addition, competitors may design around our intellectual property rights or develop competing technologies. Intellectual property rights and our ability to enforce them may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture market share and result in lost revenues. Furthermore, some of our intellectual property rights are licensed to other companies, allowing them to compete with us using that intellectual property.

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We expect to receive a Revenue Agent’s Report from the U.S. Internal Revenue Service for 2000 through 2002 claiming a significant increase in our U.S. taxable income. An adverse outcome of this examination or any future examinations involving similar claims could have a material adverse effect on our results of operations and financial condition.

Our operations are subject to income and transaction taxes in the U.S. and in multiple foreign jurisdictions. These taxes are subject to review or audit by the Internal Revenue Service (“IRS”) and state, local and foreign tax authorities. In connection with an IRS audit of our U.S. federal income tax returns for 2000 through 2002, we received various Notices of Proposed Adjustment (“NOPA”). In particular, we received a NOPA in October 2006 and in January 2007 in which the IRS claims significant increases to our U.S. taxable income which could result in a commensurate increase in our U.S. income taxes payable. The October 2006 NOPA relates to the use of Agilent’s brand name by our foreign affiliates. The January 2007 NOPA relates to a deemed dividend between Agilent’s affiliates. We expect to receive a Revenue Agent’s Report with respect to the October 2006 NOPA in due course in which we anticipate the IRS will assert a significant aggregate tax deficiency, plus interest and possible penalties.  The January 2007 NOPA may be included in the Revenue Agent’s Report if we are unsuccessful in addressing it before the IRS audit concludes. We believe that the claimed IRS adjustments are inconsistent with applicable tax laws. Accordingly, we will oppose the claimed adjustments vigorously. However, there can be no assurance that we will prevail, and, if this matter is decided adversely to us and we are required to pay a significant amount of additional U.S. taxes (and applicable interest and possible penalties) for these years, our results of operations and financial condition would be materially and adversely affected.

If we suffer loss to our factories, facilities or distribution system due to catastrophe, our operations could be seriously harmed.

Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism or other natural or man-made disasters. In particular, several of our facilities could be subject to a catastrophic loss caused by earthquake due to their locations. Our production facilities, headquarters and Agilent Technologies Laboratories in California, and our production facilities in Washington and Japan, are all located in areas with above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. In addition, since we have consolidated our manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, which could harm our brands and operating results.

Effective internal controls are necessary for us to provide reliable and accurate financial reports and effectively prevent fraud. We have devoted significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002. In addition, Section 404 under the Sarbanes-Oxley Act of 2002 requires that we assess and our auditors attest to the design and operating effectiveness of our controls over financial reporting. Our compliance with the annual internal control report requirement for each fiscal year will depend on the effectiveness of our financial reporting and data systems and controls across our operating subsidiaries. Furthermore, an important part of our growth strategy has been, and will likely continue to be, the acquisition of complementary businesses, and we expect these systems and controls to become increasingly complex to the extent that we integrate acquisitions and our business grows. Likewise, the complexity of our systems and controls may become more difficult to manage as we transform our operating structure and continue to reduce infrastructure costs. To effectively manage these changes, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. We cannot be certain that these measures will ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future, especially in light of likely future acquisitions of companies that are not in compliance with Section 404 of Sarbanes-Oxley Act of 2002. Any failure to implement required new or improved controls, difficulties encountered in their implementation or operation, or difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause it to fail to meet our financial reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital.

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ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

The table below summarizes information about the Company’s purchases, based on trade date; of its equity securities registered pursuant to Section 12 of the Exchange Act during the quarterly period ended April 30, 2007.

Period	Total Number of Shares of Common Stock Purchased (1)	Weighted Average Price Paid per Share of Common Stock (2)		Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (in millions)
	(a)	(b)		(c)	(d)
Feb. 1, 2007 through Feb. 28, 2007	2,559,600	$	32.62	2,559,600	$	1,594
Mar. 1, 2007 through Mar. 31, 2007	3,568,900	$	32.30	3,568,900	$	1,479
Apr. 1, 2007 through Apr. 30, 2007	5,720,022	$	34.93	5,720,022	$	1,279
Total	11,848,522	$	33.64	11,848,522

(1)           On September 20, 2006, the company announced its intention to repurchase up to $2.0 billion of its common stock over the next two years through any one or a combination of a variety of methods, including open-market purchases, block trades, self tenders, accelerated share repurchase transactions or otherwise. During the second quarter of 2007, our Board of Directors authorized the acceleration of this program, which should be completed by the end of fiscal year 2007.

(2)           The weighted average price paid per shares of common stock does not include the cost of commissions.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

a)             The Annual Meeting of Stockholders of Agilent Technologies, Inc. was held at 10:00 a.m. Pacific Standard Time, on February 27, 2007 at the South San Francisco Conference Center located at 255 South Airport Boulevard, South San Francisco, California.

The two proposals presented at the meeting were:

1.             To elect three (3) directors for a term of three years.

2.             To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the 2007 fiscal year.

b)            Each of the three directors was elected for a term of three years and received the number of votes set forth below:

Name	For	Withheld
Paul N. Clark	357,263,926	4,030,004
James G. Cullen	357,148,795	4,145,135
Robert L. Joss	356,677,853	4,616,077

The terms of office of Robert J. Herbold, Koh Boon Hwee, Heidi Kunz, David M. Lawrence, M.D., A. Barry Rand and William P. Sullivan as directors continued after the meeting.

c)             The second proposal was approved as follows:

The ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the 2007 fiscal year was approved by a vote of 355,678,033 shares in favor, 3,018,815 shares against and 2,597,082 shares abstaining.

ITEM 6.EXHIBITS

(a) Exhibits:

A list of exhibits is set forth in the Exhibit Index found on page 35 of this report.

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AGILENT TECHNOLOGIES, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 5, 2007	By:	/s/ Adrian T. Dillon
		Adrian T. Dillon
		Executive Vice President, Finance and Administration, Chief Financial Officer

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AGILENT TECHNOLOGIES INC.

EXHIBIT INDEX

Exhibit Number	Description
10.1	Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees (Amended and Restated Effective May 1, 2007).*
10.2	Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective March 20, 2007).*
10.3	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement For Standard Awards Granted to Employees.*
10.4	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement For Awards Granted to Employees in China and Thailand.*
10.5	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement For Awards Granted to Employees in France.*
10.6	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement For Awards Granted to Employees in the United Kingdom.*
10.7	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement Under The Long-Term Performance Program.*
10.8	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement Under The Long-Term Performance Program For Awards Granted to Employees in France.*
10.9	Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement Under The Long-Term Performance Program For Awards Granted to Employees in the United Kingdom.*
10.10	Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan (Amended and Restated Effective May 15, 2007).*
10.11	Separation Agreement and General Release between Agilent Technologies, Inc. and Patrick J. Byrne dated May 1, 2007. Incorporated by reference from Exhibit 10.1 of the company’s Form 8-K filed with the SEC on May 7, 2007.
10.12	Five-Year Credit Agreement, dated May 11, 2007, by and among Agilent Technologies, Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administration agent. Incorporated by reference from Exhibit 10.1 of the company’s Form 8-K filed with the SEC on May 14, 2007.
11.1	See Note 6, “Net Income Per Share”, to our Consolidated Financial Statements on page 9.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*              Indicates management contract or compensatory plan, contract or arrangement.

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EX-10.1

Exhibit 10.1

AGILENT TECHNOLOGIES, INC. PERFORMANCE-BASED COMPENSATION
PLAN FOR COVERED EMPLOYEES

Amended and Restated Effective May 1, 2007

1.Purpose.  The purpose of the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees is to provide certain employees of Agilent Technologies, Inc. and its subsidiaries with incentive compensation based upon the level of achievement of financial, business and other performance criteria.

2.Definitions.  As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(b)“AFM” shall mean the Company’s Accounting and Financial Manual, as posted from time to time on the Company’s internal web site.

(c)“Base Pay” shall mean the annual base rate of cash compensation, excluding bonuses, commissions, overtime pay, Variable Payments, Target Variable Payments, shift differential, payments under the Agilent Technologies, Inc. Disability Plan and the Agilent Technologies, Inc. Supplemental Income Protection Plan, or any other additional compensation.

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Code” shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, all as amended from time to time and any successors thereto.

(f)“Committee” shall mean the Committee designated pursuant to Section 4 of the Plan.

(g)“Company” shall mean Agilent Technologies, Inc., a Delaware corporation.

(h)“Covered Officer” shall mean at any date (i) any individual who with respect to the previous taxable year of the Company, was a “covered employee” of the Company within the meaning of Section 162(m); provided, however that the term “Covered Officer” shall not include any such individual who is designated by the Committee, in its sole discretion, at the time of any Variable Payment or at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to the then current taxable year of the Company, and (ii) any individual who is designated by the Committee, in its sole discretion, at the time of any Variable Payment or at any subsequent

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time, as reasonably expected to be such a “covered employee” with respect to the then current taxable year of the Company or with respect to the taxable year of the Company in which any applicable Variable Payment will be paid.

(i)“Fiscal Year” shall mean the twelve-month period from November 1 through October 31.

(j)“Net Order Dollars” shall be as defined in the Company’s Corporate Marketing Policy, as posted on the Company’s internal web site at the start of the Performance Period.

(k)“Net Profit Dollars” shall be as defined in the AFM at the start of the Performance Period.

(l)“Net Profit Growth” shall be defined with respect to any Performance Period as determined by the Committee, in its sole discretion.

(m)“Net Revenue Dollars” shall be as defined in the AFM at the start of the Performance Period.

(n)“Participant” shall mean each salaried employee of the Company or its Affiliates in active service whose position is designated by the Committee as eligible for participation in the Plan and who is selected by the Committee for participation in the Plan prior to the Predetermination Date.

(o)“Performance Measure” shall mean any measurable criteria tied to the Company’s success that the Committee may determine, 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, return on invested capital, other Company and business unit financial objectives, customer satisfaction indicators and operational efficiency measures.

(p)“Performance Period” shall mean a six-month period of time based upon the halves of the Company’s Fiscal Year, or such other time period as shall be determined by the Committee.

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(q)“Plan” shall mean the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees, as amended from time to time.

(r)“Predetermination Date” shall mean (i) the earlier of, a date 90 days after the commencement of the Performance Period, or a date not later than the expiration of 25% of the Performance Period, provided that the satisfaction of selected Performance Measures is substantially uncertain at such time, or (ii) such other date on which a performance goal is considered to be pre-established pursuant to Section 162(m).

(s)“Revenue Growth” shall be defined with respect to any Performance Period as determined by the Committee, in its sole discretion.

(t)“Section 162(m)” shall mean Section 162(m) of the Code.

(u)“Target Variable Payment” shall mean a Variable Payment amount that may be paid if 100% of all applicable Performance Measures are achieved in the Performance Period.  The Target Variable Payment shall be equal to a fixed percentage of the Participant’s Base Pay for such Performance Period.  Except as otherwise provided in Section 6, the Committee shall determine such percentage prior to the Predetermination Date.

(v)“Threshold Variable Payment Percentage” shall mean a Variable Payment amount that may be paid if the minimum level (or percentage) of applicable Performance Measures is achieved for a Performance Period.

(w)“Variable Payment” shall mean a cash payment, which may be an addition to Base Pay, made pursuant to the Plan with respect to a particular Performance Period.  The amount of a Variable Payment may be less than, equal to or greater than the Target Variable Payment; provided, however, that a Variable Payment shall not be greater than an amount equal to two hundred percent (200%) of the Target Variable Payment.

3.Eligibility.  Persons employed by the Company or any of its Affiliates during a Performance Period and in active service are eligible to be Participants under the Plan for such Performance Period, whether or not so employed or living at the date a Variable Payment is paid, and may be considered by the Committee for a Variable Payment.  A Participant is not rendered ineligible to be a Participant by reason of being a member of the Board.  Notwithstanding anything herein to the contrary, the Committee shall have sole discretion to designate or approve the Participants for any given Performance Period.

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4.Administration.

(a)Unless otherwise designated by the Board, the Compensation Committee of the Board shall be the Committee under the Plan.  A director may serve as a member or an alternate member of the Committee only during periods in which the director is an “outside director” as described in Section 162(m).  Subsequent determination that a member or alternate member of the Committee was not an “outside director” shall not invalidate the actions taken by the Committee during such period.  The Committee shall have full power and authority to construe, interpret and administer the Plan.  It may issue rules and regulations for administration of the Plan and shall meet at such times and places as it may determine.  A majority of the members of the Committee shall constitute a quorum and all decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders, employees and Participants.

(b)The expenses of the administration of the Plan shall be borne by the Company.

5.Term.  Subject to Section 10(l), the amended and restated Plan shall be effective as of May 1, 2007, and shall be applicable for future Performance Periods unless amended or terminated by the Board or the Committee pursuant to Section 10(e).

6.Determination of Plan Participants, Variable Payment Factors and Performance Measures.

(a)In General.  Prior to the Predetermination Date, the Committee shall designate or approve (A) the positions eligible for participation in the Plan; (B) the employees in those positions who have been selected for participation in the Plan for a Performance Period; (B) the applicable Performance Measures, the Threshold Variable Payment Percentage, the Target Variable Payment, and the maximum Variable Payments for each Participant; (iii) the percentages allocated to each Participant for each Performance Measure, and (iv) the Performance Period.  In addition, notwithstanding the foregoing, all Performance Measures pertaining to any Covered Officer shall be of such a nature that an objective third party having knowledge of all the relevant facts could determine at the end of the Performance Period whether performance results with respect to such Performance Measures have been achieved.

(b)Effect of Corporate Transactions.  Effective with the Performance Period commencing May 1, 2007, unless the Committee determines otherwise prior to the Predetermination Date with respect to a Performance Period, the Variable Payment shall be adjusted to take into account: (i) acquisitions, divestitures, and investments that (A) closed in

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the applicable Performance Period, and (B) were not already taken into account in the Participant’s Performance Measures for such period.  Any such adjustment shall be applied equally to all Participants.

7.Amount of Variable Payment.

(a)Calculation.  Within 60 days after the end of the relevant Performance Period, the Committee shall determine the amount of the Variable Payment for each Participant by:

(i)Determining the actual performance results for each Performance Measure;

(ii)Determining the amount to which each Participant is entitled based on the percentage allocated by the Committee to each Performance Measure against the Target Variable Payment for each Participant; and

(iii)Certifying by resolution duly adopted by the Committee the value of the Variable Payment for each Participant so determined.

(b)Committee Discretion.  Notwithstanding any other provision of this Plan, the Committee may, in the exercise of its sole discretion and based on any factors the Committee deems appropriate, reduce or eliminate to zero the amount of a Variable Payment to a Participant otherwise calculated in accordance with the provisions of Section 7(a) prior to payment thereof.  The Committee shall make a determination of whether and to what extent to reduce Variable Payments under the Plan for each Performance Period at such time or times following the close of the Performance Period as the Committee shall deem appropriate.  The reduction in the amount of a Variable Payment to a Participant for a Performance Period shall have no effect on the amount of the Variable Payment to any other Participant for such period.

(c)Maximum.  Notwithstanding any other provision of this Plan, the maximum Variable Payment that may be paid to a Covered Officer under the Plan with respect to a particular Performance Period is $1.5 million.  To the extent the period of time defining a Performance Period is changed by the Committee, then the maximum Variable Payment that may be paid to a Covered Officer under the Plan with respect to the Performance Period is an amount that bears the same pro rata relationship to the new period of time as the above amount does to the current six-month Performance Period as set by the Committee.

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8.Payment of Variable Payment.

(a)Payment of a Variable Payment to a Participant shall be made in a cash payment as soon as practicable after determination of the amount of the Variable Payment under Section 7 above, except to the extent a Participant has made a timely election to defer the payment of all or any part of such Variable Payment under the Agilent Technologies, Inc. Deferred Compensation Plan.

(b)The payment of a Variable Payment with respect to a specific Performance Period requires that the employee be on the Company’s payroll as of the end of such Performance Period.

(c)Payments of Variable Payments to Participants who are on the payroll of Affiliates of the Company shall be paid directly by such entities.

9.Changes in Status.

(a)If during a Performance Period an employee is newly hired or promoted into a position previously designated by the Committee as eligible for participation under the Plan, such employee is eligible for selection as a Participant as of the effective date of hire or  promotion.

The payment of Variable Pay with respect to all or a portion of a specific Performance Period, as applicable, requires that the employee be on the Company’s payroll in active service as of the end of such Performance Period unless the Participant is not in active service on the last day of the Performance Period due to retirement or death, in which case the Participant will be eligible to receive a prorated Variable Payment for days worked with respect to the Performance Period. A Participant who becomes ineligible for this Plan after the start of the Performance period is eligible to receive a prorated Variable Payment for days worked, except as provided in Section 9(b).

(b)A Participant will forfeit any Variable Payment for a Performance Period during which a Participant is involuntarily terminated for cause or voluntarily terminates his employment with the Company for reasons other than death, permanent and total disability or retirement, at the age and service-year level set by the Company or the local law requirements where the Participant is employed.

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10.Miscellaneous.

(a)No Assignment.  No portion of any Variable Payment under the Plan may be assigned or transferred otherwise than by will or the laws of descent and distribution prior to the payment thereof.

(b)Tax Requirements.  All payments made pursuant to the Plan or deferred pursuant to Section 8(a) shall be subject to all applicable taxes or contributions required by U.S. federal or state law or by non-U.S. local law to be withheld, in accordance with the procedures to be established by the Committee.

(c)No Additional Participant Rights.  The selection of an individual for participation in the Plan shall not give such Participant any right to be retained in the employ of the Company or any of its Affiliates, and the right of the Company and any such Affiliate to dismiss such Participant or to terminate any arrangement pursuant to which any such Participant provides services to the Company, with or without cause, is specifically reserved.  No person shall have claim to a Variable Payment under the Plan, except as otherwise provided for herein, or to continued participation under the Plan.  There is no obligation for uniformity of treatment of Participants under the Plan.  The benefits provided for Participants under the Plan shall be in addition to and shall in no way preclude other forms of compensation to or in respect of such Participants.  It is expressly agreed and understood that the employment is terminable at the will of either party and, if such Participant is a party to an employment contract with the Company or one of its Affiliates, in accordance with the terms and conditions of the Participant’s employment contract.

(d)Liability.  The Board and the Committee shall be entitled to rely on the advice of counsel and other experts, including the independent auditors for the Company.  No member of the Board or of the Committee, any officers of the Company or its Affiliates or any of their designees shall be liable for any act or failure to act under the Plan, except in circumstances involving bad faith on the part of such member, officer or designee.

(e)Amendment; Suspension; Termination.  The Board or Committee may, at any time and from time to time, amend, suspend or terminate the Plan or any part of the Plan as it may deem proper and in the best interests of the Company.  In the case of Participants employed outside the United States, the Board, the Committee or their designees may vary the provisions of the Plan as deemed appropriate to conform with local laws, practices and procedures.  In addition, the Executive Committee of the Board or any of the General Counsel, Secretary or

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Assistant Secretary of the Company is authorized to make certain minor or administrative changes required by or made desirable by government regulation.  Any modification of the Plan may affect present and future Participants and the amount of any Variable Payment hereunder.

(f)Other Compensation Arrangements.  Nothing contained in the Plan shall prevent the Company or any Affiliate of the Company from adopting or continuing in effect other compensation arrangements, which arrangements may be either generally applicable or applicable only in specific cases.

(g)Governing Law.  The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law.

(h)No Trust.  Neither the Plan nor any Variable Payments shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and any Participant.  To the extent that the Participant acquires a right to receive payments from the Company in respect of any Variable Payment, such right shall be no greater than the right of any unsecured general creditor of the Company.

(i)Section 162(m). All payments under this Plan are designed to satisfy the special requirements for performance-based compensation set forth in Section 162(m)(4)(C) of the Code, and the Plan shall be so construed.  Furthermore, if a provision of the Plan causes a payment to fail to satisfy these special requirements, it shall be deemed amended to satisfy the requirements to the extent permitted by law and subject to Committee approval.

(j)Designation of Beneficiaries.  A Participant may, if the Committee permits, designate a beneficiary or beneficiaries to receive all or part of the Variable Payments which may be paid to the Participant, or may be payable, after such Participant’s death.  A designation of beneficiary shall be made in accordance with procedures specified by the Company and may be replaced by a new designation or may be revoked by the Participant at any time.  In case of the Participant’s death, a Variable Payment with respect to which a designation of beneficiary has been made (to the extent it is valid and enforceable under applicable law) shall be paid to the designated beneficiary or beneficiaries.  Any Variable Payment granted or payable to a Participant who is deceased and not subject to such a designation shall be distributed to the Participant’s estate.  If there shall be any question

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as to the legal right of any beneficiary to receive a Variable Payment under the Plan, the amount in question may be paid to the estate of the Participant, in which event the Company or its Affiliates shall have no further liability to anyone with respect to such amount.

(k)Effect on Company Benefit Plans.  With the exception of the Agilent Technologies, Inc. Deferred Compensation Plan, it is the intent of the Company that Company benefits payable or accruable to Participants, to the extent such benefits are based on earnings or compensation level, shall be based on Base Pay.  Notwithstanding the foregoing, this paragraph (k) shall apply to Participants outside of the United States to the extent permissible under applicable local laws.

(l)Stockholder Approval.  Shareholders of the Company will be asked to approve the Plan to the extent necessary to allow the Company under Section 162(m) to preserve the tax deductibility of payments for performance-based compensation made under the plan to Covered Officers.  Plan amendments shall require stockholder approval to the extent required by applicable law or the applicable rules of any stock exchange.

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EX-10.2

Exhibit 10.2

AGILENT TECHNOLOGIES, INC.

2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(Amended and Restated Effective March 20, 2007)

Section 1.              Establishment and Purpose of Plan.

The Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (the “Plan”) was adopted and established effective as of November 1, 2004 and is hereby amended and restated effective March 20, 2007.  The Plan continues the program of deferred compensation embodied in the document for the Agilent Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Prior Plan Document”) in a manner designed to comply with the requirements of the American Jobs Creation Act of 2004.  The rules of this Plan document, rather than those of the Prior Plan Document, will govern new deferrals.

The Plan is intended to be an unfunded and unsecured deferred compensation arrangement between the Director and Agilent, in which the Director agrees to give up a percentage of the Director’s cash portion of his or her annual retainer and/or committee fees in exchange for Agilent’s unfunded and unsecured promise to make a payment at a future date, as specified in Section 6.  Agilent retains the right, as provided in Section 13, to amend or terminate the Plan at any time.  Certain capitalized words used in the text of the Plan are defined in Section 21 in alphabetical order.

Section 2.              Participation in the Plan.

All Directors are eligible to defer some or all of the cash portion of their annual retainer and committee fees.

Section 3.              Timing and Amounts of Deferred Compensation.

3.1           Annual Retainer/Committee Fees Deferral.

(a)           Timing of Annual Retainer/Committee Fees Deferral.  With respect to each Plan Year, a Director must make an election, if any, to defer a percentage of the cash portion of his or her annual retainer payment and/or committee fees otherwise becoming payable during such Plan Year on or before December 31, or such earlier date established by the Committee, of the preceding the Plan Year.  All such elections shall be made in accordance with any procedures established by the Committee.  The term “Plan Year” shall mean the one-year period beginning on March 1 and ending on the next subsequent February 28, or February 29, as the case may be.  A newly elected or appointed Director must make an initial deferral election, if any, within 30 days of becoming a Director.

(b)         Amount of Annual Retainer/Committee Fees Deferral.  A Director may defer with respect to a Plan Year any portion, up to 100%, of any annual cash retainer payment and/or committee fees to which he or she may become entitled during such Plan Year, so long as the deferral amount is expressed in terms of a dollar amount or a whole percentage point.  Once

an election is made by a Director to defer any portion or all of an annual cash retainer payment and/or committee fees, the appropriate dollar amount will be withheld from the annual cash retainer or committee fee, as the case may be, at the time that this amount would have otherwise been paid.

3.2           Suspension.  A Director’s participation in the Plan shall be suspended for any period during which he or she ceases to qualify as a Director, but is then an employee of Agilent or one of its affiliates.  However, during such suspension period, the Director’s Deferral Account shall continue to share in the Plan.

3.3           Committee Discretion.  Notwithstanding anything in this Section 3 to the contrary, the Committee shall have the discretion to modify the availability and timing of a valid deferral election under this Section 3, in any manner it deems appropriate; provided, however, that any alteration must comply with Section 409A of the Code, and any alteration with respect to a Covered Officer must be consistent with the requirements for deductibility of compensation under Section 162(m) of the Code.

Section 4.              Deferral Accounts.

Crediting in General.  Amounts deferred pursuant to Section 3 above shall be credited to a Deferral Account in the name of the Director.  Deferred Amounts arising from deferrals of annual cash retainer payments or committee fees shall be credited to a Deferral Account as soon as practicable after the time that such deferred annual retainer or committee fees would otherwise have been paid.  The Director’s rights in the Deferral Account shall be no greater than the rights of an unsecured general creditor of Agilent.  Deferred Amounts invested hereunder shall for all purposes be part of the general funds of Agilent.  Any payout to a Director of amounts credited to a Director’s Deferral Account is not due, nor is such amount ascertainable, until the Payout Commencement Date.

Section 5.              Investment of Deferred Amounts; Dividends

5.1       Investment of Deferred Amounts.  Amounts deferred pursuant to Section 3 above shall be deemed to be invested wholly in Shares.

5.2       Determination of Number of Shares.  The number of Shares in which the Deferred Amount credited to a Director’s Deferral Account on a Payment Date (as defined below) shall be determined by dividing the dollar value of such Deferred Amount by the Fair Market Value of a share of the common stock of Agilent Technologies, Inc. on the Payment Date.  For purposes of this Plan, the term “Payment Date” shall mean the payment date as specified and established by the Committee under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan (the “Director Stock Plan”).

5.3           Fair Market Value.  For purposes of this Plan, the term “Fair Market Value” shall mean, as of any date, the quoted closing sales price for such Common Stock as of such date (or if no sales were reported on such date, the closing price 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 Company shall determine.

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5.4           Timing of Investment.  With respect to all Plan Years, investment of the Directors’ Deferral Amounts in the Shares under the Agilent Stock Fund will be made automatically on the Payment Date.

5.5           Dividends.  Shares credited to a Director’s Deferral Account will be credited with dividend equivalents until such amounts are paid out to the Director under this Plan as set forth in Section 6.  All dividend equivalents attributable to the Deferral Account shall be added to the liability of and retained therein by Agilent.  Any such addition to the liability shall be appropriately reflected on the books and records of Agilent and identified as an addition to the total sum owing the Director.  All such dividend equivalents shall be automatically reinvested in additional Shares under the Plan.

Section 6.              Payout to Directors.

6.1           Termination.  If a Director’s Deferral Account balance is equal to or greater than $25,000 on the Termination Date, the form and commencement of benefit may be made in accordance with the Director’s election at the time of deferral and this Section 6.1.  If a Director’s Deferral Account balance is less than $25,000 on the Termination Date, the form shall be a single lump sum payout in the first pay period in January of the year following the Termination Year.

(a)           Form of Payout.  A Director making a valid election under this Section 6.1 may elect to receive either (i) a single lump sum payout in the first pay period in January of the year following the Termination Year, or (ii) a payout in annual installments over a five (5) to fifteen (15) year period beginning in the first pay period in January following the Termination Year.  Payment of the Director’s Deferral Account shall be made in the form of Shares.

(b)           Commencement of Payout.  A Director making a valid election under this Section 6.1 may elect to further defer the Payout Commencement Date, under either the single lump sum or the annual installment election addressed in Section 6.1(a), by an additional one (1), two (2) or three (3) years.

(c)           Dividend Equivalents on Deferral Accounts.  Whatever the form of payout under Section 6, and whatever the timing of the Payout Commencement Date, the Deferral Account of a Director shall continue to be credited with dividend equivalents until all amounts in such an account are paid out to the Director.

6.2           Default Form and Commencement of Payout.  If a valid election under Section 6.1 is not made, and the Director’s Deferral Account balance is equal to or greater than $25,000 on the Termination Date, then the Director shall receive his or her payout in annual installments over the fifteen (15) year period beginning in the first pay period in January following the Termination Year.  If, however, such Deferral Account balance is less than $25,000 on the Termination Date, then the Director shall receive a single lump sum payout in the first pay period in January following the Termination Year.

6.3           Death of Director.  If a Director dies and an election was made under Section 6.1, the Beneficiary will be paid according to the election even though the election was not made twelve (12) months or more prior to the Director’s death.  If the Director dies and no valid

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election was made, and the Director’s Deferral Account balance is equal to or greater than $25,000 on the date of death, then the Beneficiary will receive the payout in annual installments over the fifteen (15) year period beginning in the first pay period in January in the calendar year following the year of the Director’s death.  If, however, such Deferral Account balance is less than $25,000 on the date of death, then the Beneficiary shall receive a single lump sum in the first pay period in January of the year following the year of death.

6.4           Committee Discretion.  Notwithstanding anything in this Section 6 to the contrary, the Committee shall have the discretion to modify the availability and timing of a valid election, and the timing, form and amount of any payout, in any manner it deems appropriate (except that a Director who is then serving as a member of the Committee may not participate in any such decision that affects his or her Deferral Account); provided, however, that any alteration must comply with Section 409A of the Code, and any alteration with respect to a Covered Officer must be consistent with the requirements for deductibility of compensation under Section 162(m) of the Code.

6.5           Specified Employees.  Notwithstanding any other Plan provision, no payment to a “specified employee” (as defined in Section 409A of the Code) shall commence earlier than six (6) months after the date of such individual’s Termination Date (except in the case of a termination by death).  The commencement of a validly elected payment shall be delayed to the day that is six (6) months after such separation.

Section 7.              Hardship Provision for Unforeseeable Emergencies.

Neither the Director nor his or her Beneficiary is eligible to withdraw amounts credited to a Deferral Account prior to the time specified in Section 6.  However, such credited amounts may be subject to early withdrawal if (1) an unforeseeable emergency occurs that is caused by a sudden and unexpected illness or accident of the Director or of a dependent (as defined in Section 152(a) of the Code) of the Director, loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Director’s or Beneficiary’s control, (2) such circumstances would result in severe financial hardship to the individual if early withdrawal is not permitted, and (3) any other requirements established under the Code and regulations promulgated thereunder, applying the standards established under Section 457 of the Code and the regulations promulgated thereunder, are satisfied.  A severe financial hardship exists only when all other reasonably available financial resources have been exhausted, including but not limited to (1) reimbursement or compensation by insurance or otherwise, (2) liquidation of the Director’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship, or (3) cessation of deferrals under the Plan.   Examples of what are not considered to be unforeseeable emergencies include the need to send a Director’s child to college or the desire to purchase a home.

The Committee shall have sole discretion to determine whether to approve any hardship withdrawal, which amount will be limited to the amount necessary to meet the emergency.  The Committee’s decision is final and binding on all interested parties.  A Director who is then serving as a member of the Committee shall not vote on whether or not he or she is eligible for such a hardship withdrawal.

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Section 8.              Designation of Beneficiaries.

The Director shall, in accordance with procedures established by the Committee, (1) designate one or more Beneficiaries hereunder, and (2) shall have the right thereafter to change such designation.  In the case of a Director’s death, payment due under this Plan shall be made to the designated Beneficiary or Beneficiaries or, in the absence of such designation, by will or the laws of descent and distribution in the Director’s state of residence at the time of his or her death.

Section 9.        Change in Control.

9.1           Discretion to Accelerate.  In the event of a proposed change in control of Agilent, as defined below, the Committee shall have complete authority and discretion, but no obligation, to accelerate payments of all Directors, both terminated and active Directors.

9.2           Proposed Change in Control.  A “proposed change in control” shall mean (1) a tender offer by any person or entity, other than Agilent or an Agilent subsidiary, to acquire securities representing 40 percent or more of the voting power of Agilent or (2) the submission to Agilent’s shareholders for approval of a transaction involving the sale of all or substantially all of the assets of Agilent or a merger of Agilent with or into another corporation.

9.3           Request for Negotiation.  The Committee may also ask the Board of Directors to negotiate, as part of any agreement involving the sale or merger of Agilent, or a sale of substantially all of Agilent’s assets or a similar transaction, terms providing for protection of Directors and their interests in the Plan.

Section 10.    Limitation on Assignments.

Benefits under this Plan are not subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Director or the Director’s Beneficiary and any attempt to do so shall be void.

Section 11.    Administration.

11.1         Administration by Committee.  The Committee shall administer the Plan.  Notwithstanding any provision of the Plan to the contrary, no member of the Committee shall be entitled to vote on any matter which would create a significant risk that such member could be treated as being in constructive receipt of some or all of his or her Deferral Account.  The Committee shall have the sole authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan and to make any other determinations that it believes necessary or advisable for the administration of the Plan. Decisions and determinations by the Committee shall be final and binding upon all parties, including shareholders, Directors, Beneficiaries and other employees.  The Committee may delegate its administrative responsibilities, as it deems appropriate.

11.2         Books and Records.  Books and records maintained for the purpose of the Plan shall be maintained by the officers and employees of Agilent at its expense and subject to supervision and control of the Committee.

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Section 12.    No Funding Obligation.

Agilent is under no obligation to transfer amounts credited to the Director’s Deferral Account to any trust or escrow account, and Agilent is under no obligation to secure any amount credited to a Director’s Deferral Account by any specific assets of Agilent or any other asset in which Agilent has an interest.  This Plan shall not be construed to require Agilent to fund any of the benefits provided hereunder nor to establish a trust for such purpose.  Agilent may make such arrangements as it desires to provide for the payment of benefits, including, but not limited to, the establishment of a grantor trust or such other equivalent arrangements as Agilent may decide.  No such arrangement shall cause the Plan to be a funded plan within the meaning of Title I of ERISA, nor shall any such arrangement change the nature of the obligation of Agilent nor the rights of the Directors under the Plan as provided in this document.  Neither the Director nor his or her estate shall have any rights against Agilent with respect to any portion of the Deferral Account except as a general unsecured creditor.  No Director has an interest in his or her Deferral Account until the Director actually receives the deferred payment; provided, that Agilent may, in its sole discretion and in accordance with applicable law, make arrangements to allow a Director to direct the voting of Shares deemed to be credited to the Director’s Deferral Account.

Section 13.    Amendment and Termination of the Plan.

Agilent, by action of the Committee, in its sole discretion may suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that amounts already credited to Deferral Accounts will continue to be owed to the Directors or Beneficiaries and continue to be a liability of Agilent.  Any amendment or termination of the Plan will not affect the entitlement of any Director or the Beneficiary of a Director who terminates service before the amendment or termination.  All benefits to which any Director or Beneficiary may be entitled shall be determined under the Plan as in effect at the time the Director terminates service and shall not be affected by any subsequent change in the provisions of the Plan; provided, however, that Agilent reserves the right to change the basis of return on investment of the Deferral Account with respect to any Director or Beneficiary.  Directors or Beneficiaries will be given notice prior to the discontinuance of the Plan or reduction of any benefits provided by the Plan. Notwithstanding any other provision of the Plan, Agilent may without Director or Beneficiary consent amend the Plan or change the Plan’s administrative rules and procedures to comply with Section 409A of the Code.

Section 14.    Adjustment on Changes in Capitalization.

If any change, such as a stock split or dividend, is made in Agilent’s capitalization, and the change results in an increase or decrease in the number of issued shares of common stock without receipt of consideration by Agilent, an appropriate adjustment shall be made in the corresponding number of Shares payable under the Plan.

Section 15.    Tax Withholding.

If Agilent concludes that Tax is owing with respect to any deferral of income or payment hereunder, Agilent shall withhold such amounts from any payments due the Director, or

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otherwise make appropriate arrangements with the Director or his or her Beneficiary for satisfaction of such obligation.

Section 16.    Choice of Law.

This Plan shall be interpreted and construed in accordance with the laws of the State of California, excluding the conflicts of laws provisions thereof, and is not subject to ERISA.

Section 17.    Notice.

Any written notice to Agilent required by any of the provisions of this Plan shall be addressed to the chief personnel officer of Agilent or his or her delegate and shall become effective when it is received.

Section 18.    No Rights to Continued Service.

 Nothing in the Plan nor any action of Agilent pursuant to the Plan, shall be deemed to give any person the right to continued service as a member of the Board of Directors of Agilent or affect the right of the Board of Directors of Agilent and/or Agilent’s shareholders to remove an individual from the Agilent Board of Directors in accordance with the General Corporation Law of the State of Delaware, Agilent’s governing documents, including Agilent’s Articles of Incorporation and Bylaws, and any other applicable law.

Section 19.    Severability of Provisions.

If any particular provision of this Plan is found to be invalid or unenforceable, such provision shall not affect any other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision had been omitted.

Section 20.    Code Section 162(m).

Notwithstanding any other provision of the Plan, except in the event of an acceleration of payment in connection with a proposed change in control under Section 9, the maximum amount that is not “performance-based” (as defined in Section 162(m)(4)(C) of the Code) which may be paid to a Covered Officer under the Plan in any fiscal year shall not exceed one million dollars ($1,000,000) less the amount of other compensation paid to the Director by the Company in such fiscal year that is not “performance-based” (as defined in Section 162(m)(4)(C) of the Code), which amounts shall be reasonably determined by the Committee at the time of the proposed payout.  Any amount which is not paid to the Covered Officer in a fiscal year as a result of this limitation shall be paid to the Covered Officer in the next fiscal year, subject to compliance with the foregoing limitation, or if sooner, as soon as reasonably practicable following the Director’s ceasing to be a Covered Officer.

Section 21.            Definitions.

21.1         Agilent means Agilent Technologies, Inc., a Delaware corporation, and any business entity within the Agilent consolidated group.

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21.2         Beneficiary means the person or persons designated by a Director pursuant to Section 8, in accordance with and accepted by Agilent, to receive any amounts payable under the Plan in the event of the Director’s death.

21.3         Code means the Internal Revenue Code of 1986, as amended from time to time.

21.4         Committee means the Compensation Committee of the Board of Directors of Agilent or its delegate.

21.5         Covered Officer shall have the same meaning as “covered employee” does under Section 162(m) of the Code.

21.6         Deferral Account means the account balance of a Director in the Plan created from Deferred Amounts.

21.7         Deferred Amount means the amount the Director elects to have deferred from his or her annual cash retainer and committee fees.

21.8         Director means an individual who is serving as a member of Agilent’s Board of Directors and who is not then an employee of Agilent or any of Agilent’s affiliates.

21.9         ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

21.10       Payout Commencement Date means the date on which the payout to a Director of amounts credited to his or her Deferral Account first commences.

21.11       Plan means the Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors.

21.12       Shares mean shares of the common stock of Agilent Technologies, Inc.

21.13       Tax or (Taxes) means any federal, state, local, or any other governmental income tax, employment tax, payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any Earnings thereon, and any payments made to Directors or Beneficiaries under the Plan.

21.14       Termination Date means the date on which the Director ceases to be a Director of Agilent.

21.15       Termination Year means the calendar year within which a Director’s Termination Date falls.

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Section 22.    Execution.

IN WITNESS WHEREOF, Agilent has caused this Plan to be duly adopted by the undersigned this 20th day of March, 2007, effective as of  March 20, 2007.

Agilent Technologies, Inc.

By:	/s/ D. Craig Nordlund
	D. Craig Nordlund,
	Senior Vice President, General Counsel and Secretary
	Agilent Technologies, Inc.

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EX-10.3

Exhibit 10.3

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

For Standard Awards Granted to Employees

Section 1.              Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan.  The Stock Award is an unfunded and unsecured promise by the Company to deliver shares in the future.  Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2.              Vesting Period.  So long as Awardee remains an Awardee Eligible to Vest, the Stock Award shall vest as to 25% of the shares beginning on the first anniversary of the date of grant stated in Section 1 above and another 25% on each subsequent anniversary of the date of grant so that the Stock Award is fully vested on the fourth anniversary of the date of grant.

Section 3.              Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 4.              Termination of Employment or Service.

(a)           Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program.  Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.

(b)           Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full.  The vested portion of the Stock Award shall be delivered to 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.

(c)           Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. 

(d)           In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction.  The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities.

(e)           Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Section 5.              Restrictions on Sale of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

Section 6.              Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount.  Finally, Awardee shall pay to the

Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Section 7.              Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 8.              Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)           the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;

(2)           the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)           all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)           participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)           participating in the Plan is voluntary;

(6)           the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

(7)           the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)           in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

(9)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(10)         if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;

(11)         in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)         the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 9.              Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, such as outside the European Economic Area, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country.  All such transfers of Data will be in accordance with the Company’s Privacy Policies and Guidelines.  Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Common Stock acquired upon vesting of the Stock Award.  Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan.  Awardee hereby understands that Awardee 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 Awardee’s local human resources representative.  Awardee hereby understands, however, that refusing or withdrawing

the Awardee’s consent may affect the Awardee’s ability to participate in the Plan.  For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 10.            No Rights Until Issuance.  Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.  The Committee in its sole discretion may substitute a cash payment in lieu of shares of Common Stock, such cash payment to be equal to the Fair Market Value of the Shares on the date that such Shares would have otherwise been issued under the terms of the Plan.

Section 11.            Administrative Procedures.  Awardee agrees to follow the administrative procedures that may be established by the Company and/or its designated broker for participation in the Plan which may include a requirement that the shares issued upon vesting be held by the Company’s designated broker until the Awardee disposes of such shares.  Awardee further agrees that the Company may determine the actual method of withholding for Tax-Related Items as described in Section 6 above.

Section 12.            Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 13.            Amendment.  This Stock Award may be amended as provided in the Plan.

Section 14.            Language.  If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 15.            Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means.  The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Section 16.            Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 17.            Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

EX-10.4

Exhibit 10.4

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

For Awards Granted to Employees in China and Thailand

Section 1.              Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan.  The Stock Award is an unfunded and unsecured promise by the Company to deliver shares in the future.  Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2.              Vesting Period.  So long as Awardee remains an Awardee Eligible to Vest, the Stock Award shall vest as to 25% of the shares beginning on the first anniversary of the date of grant stated in Section 1 above and another 25% on each subsequent anniversary of the date of grant so that the Stock Award is fully vested on the fourth anniversary of the date of grant.

Section 3.              Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 4.              Termination of Employment or Service.

(a)           Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program.  Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.

(b)           Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full.  The vested portion of the Stock Award shall be delivered to 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.

(c)           Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. 

(d)           In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction.  The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities.

(e)           Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Section 5.              Restrictions on Issuance of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

Notwithstanding any terms of the Plan or this Stock Award Agreement to the contrary, no shares will be issued in connection with this Stock Award.  As soon as practicable after each vesting date described in Section 2 above, Awardee shall receive a cash payment equal to the Fair Market Value of the underlying shares on the vesting date.

Section 6.              Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits.  Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required

to withhold as a result of Awardee’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to deliver payment if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Section 7.              Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 8.              Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)           the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;

(2)           the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)           all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)           participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)           participating in the Plan is voluntary;

(6)           the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

(7)           the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)           in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

(9)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(10)         in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)         the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 9.              Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, such as outside the European Economic Area, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country.  All such transfers of Data will be in accordance with the Company’s Privacy Policies and Guidelines.  Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan.  Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan.  Awardee hereby understands that Awardee 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 Awardee’s local human resources representative.  Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan.  For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 10.            No Rights Until Issuance.  Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.  The Committee in its sole discretion may substitute a cash payment in lieu of shares of Common Stock, such cash payment to be equal to the Fair Market Value of the Shares on the date that such Shares would have otherwise been issued under the terms of the Plan.

Section 11.            Administrative Procedures.  Awardee agrees to follow the administrative procedures that may be established by the Company and/or its designated broker for participation in the Plan which may include a requirement that the shares issued upon vesting be held by the Company’s designated broker until the Awardee disposes of such shares.  Awardee further agrees that the Company may determine the actual method of withholding for Tax-Related Items as described in Section 6 above.

Section 12.            Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 13.            Amendment.  This Stock Award may be amended as provided in the Plan.

Section 14.            Language.  If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 15.            Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means.  The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Section 16.            Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 17.            Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

EX-10.5

Exhibit 10.5

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

For Awards Granted to Employees in France

Section 1.Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”). This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account, subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan, the Agilent Technologies, Inc. 1999 Stock Plan for Awards Granted to Employees in France (the “French RSU Plan”) and the administrative rules thereunder. Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan or the French RSU Plan, as applicable. The Stock Award is an unfunded and unsecured promise by the Company to deliver shares in the future.

This Stock Award is intended to be a grant of French qualified shares which qualifies for favorable tax and social security contributions treatment in France under Section L. 225-197-1 to L. 225-197-5 of the French Commercial Code, as amended.

Section 2.Vesting Period.  So long as Awardee remains an Awardee Eligible to Vest, the Stock Award shall vest as to 100% of the shares on the second anniversary of the date of grant stated in Section 1 above.

Section 3.Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution. The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 4.Termination of Employment or Service.

(a)Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, except as described in Sections 4(b)-(e) below. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.

Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate.

(b)Notwithstanding any provision in the Plan to the contrary, in the event of Awardee’s death while employed by the Company or its French Subsidiary, on the date of death, the Stock Award shall become fully vested and transferable to Awardee’s heirs. Awardee’s heirs may request issuance of the underlying shares within six months of Awardee’s death. If Awardee’s heirs do not request the issuance of the underlying shares within six months of Awardee’s death, the Stock Award will be forfeited.

(c)Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability or due to retirement in accordance with the Company’s local retirement policy, any unvested Stock Award will continue to vest under the vesting schedule set forth in Section 2.

 (d)In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. If vesting occurs prior to the second anniversary of the date of grant provided in Section 1 above, the Stock Award will be disqualified and will no longer benefit from the favorable tax and social security treatment in France.

(e)Notwithstanding any provision in the Plan to the contrary, if an Awardee ceases to be an Awardee Eligible to Vest as a result of participation in the Company’s Workforce Management Program, any unvested Stock Award will continue to vest under the vesting schedule set forth in Section 2.

(f)Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Section 5.Restrictions on Sale of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws. Awardee may not sell or transfer the shares issued pursuant to the Stock Award prior to the second anniversary of each vesting date or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-qualified awards under Section L. 225-197-1 of the French Commercial Code, the French Tax Code or the French Social Security Code, as amended. Notwithstanding the above, the Awardee’s heirs, in case of the Awardee’s death, or the Awardee in case of the

Awardee’s Disability (as defined under the French RSU Plan), are not subject to this restriction on the sale of shares.

Nevertheless, if Awardee qualifies as a corporate officer under French law (“mandataire social”) on the Grant Date, Awardee must hold 20% of the shares issued to him or her upon vesting of the Stock Awards in a nominative account until the termination of the Awardee’s function as a corporate officer.

In addition, the underlying shares cannot be sold during certain “Closed Periods” as provided for by Section L. 225-197-1 of the French Commercial Code, as amended, so long as those Closed Periods are applicable to shares underlying French-qualified awards, as interpreted by the French administrative guideline, to the extent applicable.

Section 6.  Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, the Company and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Awardee shall pay, by means of cash, check or credit transfer, to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Section 7.  Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan. If those adjustments are not in compliance with the laws applicable to French qualified stock awards, the Stock Awards may be disqualified and may no longer benefit from the favorable tax and social security treatment in France.

Section 8. Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)the Plan and the French RSU Plan are established voluntarily by the Company, they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, the French RSU Plan and this Award Agreement;

(2)the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)participation in the Plan and the French RSU Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)participating in the Plan and the French RSU Plan is voluntary;

(6)the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

(7)the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

(9)the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(10)if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;

(11)in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 9.Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer as necessary for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan and the French RSU Plan.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan and the French RSU Plan (“Data”). Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere (such as outside the European Economic Area), and that the recipient’s country may have different data privacy laws and protections than Awardee’s country. All such transfers of Data will be in accordance with the Company’s Privacy Policies and Guidelines. Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative. Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan and the French RSU Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Common Stock acquired upon vesting of the Stock Award. Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan and the French RSU Plan. Awardee hereby understands that Awardee 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 Awardee’s local human resources representative. Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan and French RSU Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 10.No Rights Until Issuance.  Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.

Section 11.Administrative Procedures.  Awardee agrees to follow the administrative procedures that may be established by the Company and/or its designated broker for participation in the Plan which may include a requirement that the shares issued upon vesting

be held by the Company’s designated broker until the Awardee disposes of such shares. Awardee further agrees that the Company may determine the actual method of withholding for Tax-Related Items as described in Section 6 above.

Section 12.Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 13.Amendment.  This Stock Award may be amended as provided in the Plan and the French RSU Plan.

Section 14.Language.  If the Awardee has received this or any other document related to the Plan or the French RSU Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 15.Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means. The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Section 16.Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 17.Entire Agreement.  The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

EX-10.6

Exhibit 10.6

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

For Awards Granted to Employees in the United Kingdom

Section 1.              Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan.  The Stock Award is an unfunded and unsecured promise by the Company to deliver shares in the future.  Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2.              Vesting Period.  So long as Awardee remains an Awardee Eligible to Vest, the Stock Award shall vest as to 25% of the shares beginning on the first anniversary of the date of grant stated in Section 1 above and another 25% on each subsequent anniversary of the date of grant so that the Stock Award is fully vested on the fourth anniversary of the date of grant.

Section 3.              Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 4.              Termination of Employment or Service.

(a)           Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program.  Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.

(b)           Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full.  The vested portion of the Stock Award shall be delivered to 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.

(c)           Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. 

(d)           In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction.  The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities.

(e)           Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Section 5.              Elections.  The vesting of the Stock Award is subject to the execution by Awardee of a joint election between the Company and/or the Employer and Awardee (the “Election”), the form of such Election being formally approved by HM Revenue & Customs (the “U.K. Revenue”) and such approval remaining in force to provide for the shifting of any Secondary Class 1 National Insurance Contributions (“Employer NICs”) liability arising in connection with the vesting of the Stock Award from the Company and/or the Employer to Awardee.  By accepting the Stock Award, Awardee consents and agrees to satisfy any liability for Employer NICs that may be payable by the Company and/or the Employer in connection with the vesting of the Stock Award.  Awardee further agrees that the Company and/or the Employer may collect the Employer NICs from Awardee by any of the means set forth in Section 7 of this Award Agreement.  Based on the foregoing, Awardee agrees to execute an Election with the Company and/or the Employer, and any other consents or elections required to accomplish the above, promptly upon request.  If Awardee does not enter into an Election prior to the first vesting date, or if the Election is revoked at any time by the U.K. Revenue, the Stock Award shall become null and void without any liability to the Company and/or the Employer and may not vest and shall lapse with immediate effect.

Section 6.              Restrictions on Sale of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

Section 7.              Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection

with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) to the extent the Awardee has not already paid an amount sufficient to cover the Tax-Related Items, withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount.  Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Awardee to the Employer, effective on the Due Date.  The Awardee agrees that the loan will bear interest at the then-current U.K. Revenue Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to above.  If the Awardee fails to make satisfactory arrangements for the payment of any Tax-Related Items at the time any applicable Stock Awards otherwise are scheduled to vest, the Awardee acknowledges and agrees that the Company may refuse to deliver such shares to the Awardee.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.

Section 8.              Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 9.              Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)           the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;

(2)           the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)           all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)           participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)           participating in the Plan is voluntary;

(6)           the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

(7)           the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)           in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

(9)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(10)         if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;

(11)         in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)         the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 10.            Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, such as outside the European Economic Area, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country.  All such transfers of Data will be in accordance with the Company’s Privacy Policies and Guidelines.  Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Common Stock acquired upon vesting of the Stock Award.  Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan.  Awardee hereby understands that Awardee 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 Awardee’s local human resources representative.  Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan.  For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 11.            No Rights Until Issuance.  Notwithstanding Section 12(f) of the Plan, Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.  The Committee may not use its discretion to substitute a cash payment in lieu of shares of Common Stock.

Section 12.            Administrative Procedures.  Awardee agrees to follow the administrative procedures that may be established by the Company and/or its designated broker for participation in the Plan which may include a requirement that the shares issued upon vesting be held by the Company’s designated broker until the Awardee disposes of such shares.  Awardee further agrees that the Company may determine the actual method of withholding for Tax-Related Items as described in Section 7 above.

Section 13.            Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 14.            Amendment.  This Stock Award may be amended as provided in the Plan, provided that in no event may the Stock Award be amended to provide for a cash equivalent payment to be made instead of shares of Common Stock.

Section 15.            Language.  If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 16.            Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means.  The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Section 17.            Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 18.            Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

EX-10.7

Exhibit 10.7

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

Under

The Long-Term Performance Program

Section 1.              Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan, the Long-Term Performance Program (“LTPP”) and the administrative rules thereunder.  Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2.              Performance Period.  This Stock Award shall vest upon the achievement of Objective Business Criteria (as set forth below) over a period of three years from the date stated in Section 1 above.

Section 3.              Objective Business Criteria.  This Stock Award shall not vest and no shares of Common Stock will be issued to the Awardee until the Committee has certified in writing that the Objective Business Criteria set forth under the LTPP have been achieved or exceeded.

Section 4.              Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 5.              Termination of Employment or Service.

(a)           An Awardee who, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed in a participating position at any time during a Performance Period, shall not be eligible to receive a payout except as set forth in this Section 5.  Except as provided in this Section 5, in order to receive payment of the Stock Award upon vesting, the Awardee must be listed on the payroll of the Company or an Affiliate on the date when the Stock Award is paid out.  Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is

1

not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.

(b)           An Awardee who dies or terminates employment as a result of becoming totally and permanently disabled during a Performance Period shall have paid to his or her estate or designated beneficiaries or, in the case of disability, either (i) him or her or (ii) his or her legally appointed guardian, at the end of the Performance Period, a payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such death or termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the Award determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such death or termination of employment, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Period that commenced November 1, 2003 only, the amount of the payout will be paid within 180 days of the date of death or termination and will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of death or termination over the full Performance Period and will be based on the amount of the Target Award.

(c)           Unless otherwise required under local law, an Awardee who retires (in accordance with the Company’s then current retirement policy) during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such retirement occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such retirement, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Period that commenced November 1, 2003 only, the payout, if any, will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of retirement over the full Performance Period.

(d)           An Awardee who is demoted from eligibility and accordingly ceases to be employed in a participating position at any time during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such demotion occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such demotion, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Periods that commenced November 1, 2003

2

and November 1, 2004 only, the payout, if any, will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of demotion over the full Performance Period.

(e)           An Awardee who terminates employment at any time during a Performance Period under a Workforce Management Program of the Company or its Subsidiary shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such termination of employment, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Periods that commenced November 1, 2003 and November 1, 2004 only, an Awardee who ceases to employed under a Workforce Management Program of the Company or its Subsidiary at any time during a Performance Period, shall not be eligible to receive a payout with respect to such Performance Periods.

(f)            In the event of a Change In Control of the Company (as defined in Section 15(c) of the 1999 Stock Plan or any successor), an Awardee shall, at the earlier of the end of the Performance Period or the termination date of the Program, be guaranteed to receive a Long-term Performance Program payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this Program by the Company’s corporate finance department); except that, with respect to any Performance Period in which such Change in Control occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  herein times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such Change in Control, and the denominator of which is the number of days in the 12-month period.

Section 7.              Restrictions on Sale of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

Section 8.              Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the

3

terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount.  Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Section 9.              Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 10.            Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)           the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;

(2)           the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)           all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)           participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)           participating in the Plan is voluntary;

(6)           the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

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(7)           the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)           in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

(9)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(10)         if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;

(11)         in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)         the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 11.  Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, and that the recipient’s

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country may have different data privacy laws and protections than Awardee’s country.  Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Common Stock acquired upon vesting of the Stock Award.  Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan.  Awardee hereby understands that Awardee 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 Awardee’s local human resources representative.  Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan.  For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 12.            No Rights Until Issuance.  Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.  The Committee in its sole discretion may substitute a cash payment in lieu of shares of Common Stock, such cash payment to be equal to the Fair Market Value of the Shares on the date that such Shares would have otherwise been issued under the terms of the LTPP.

Section 13.            Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 14.            Amendment.  This Stock Award may be amended as provided in the Plan and the LTPP.

Section 15.            Language.  If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 16.            Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means.  The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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Section 17.            Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 18.            Entire Agreement.  The Plan is incorporated herein by reference.  The Plan, the LTPP and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

7

EX-10.8

Exhibit 10.8

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

Under

The Long-Term Performance Program

For Awards Granted to Employees in France

Section 1.              Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account, subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”), the Agilent Technologies, Inc. 1999 Stock Plan for Awards Granted to Employees in France (the “French RSU Plan”), the Long-Term Performance Program (the “LTPP”) and the administrative rules thereunder.  Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan, the French RSU Plan or the LTPP, as applicable.

This Stock Award is intended to be a grant of French qualified shares which qualifies for favorable tax and social security contributions treatment in France under Section L. 225-197-1 to L. 225-197-5 of the French Commercial Code, as amended.

Section 2.              Performance Period.  This Stock Award shall vest upon the achievement of Objective Business Criteria as set forth under the LTPP over a period of three years from the date stated in Section 1 above.  In no event shall any portion of this Stock Award vest prior to the second anniversary of the date of grant provided in Section 1 above.

Section 3.              Objective Business Criteria.  This Stock Award shall not vest and no shares of Common Stock will be issued to the Awardee until the Committee has certified in writing that the Objective Business Criteria set forth under the LTPP have been achieved or exceeded.

Section 4.              Acceptance of Grant.  The Awardee may accept this Stock Award (within 30 days of the date stated in Section 1 above) by signing and delivering this Award Agreement to the stock plan administrator.

Section 5.              Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

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Section 6.              Termination of Employment or Service.

(a)           An Awardee who, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed in a participating position at any time during a Performance Period, shall not be eligible to receive a payout under the Stock Award except as set forth in this Section 6.  Except as provided in this Section 6, in order to receive payment of the Stock Award upon vesting, the Awardee must be listed on the payroll of the Company or an Affiliate on the date when the Stock Award is paid out.

Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate.

(b)           Notwithstanding any provision in the Plan to the contrary, in the event of your death while employed by the Company or its French Subsidiary, on the date of death, your Stock Award shall become fully vested and transferable to your heirs.  Your heirs may request issuance of the underlying shares within six months of your death.  If your heirs do not request the issuance of the underlying shares within six months of your death, the Stock Award will be forfeited.

(c)           An Awardee who terminates employment as a result of becoming totally and permanently disabled during a Performance Period shall be eligible to have the Stock Award paid to either (i) him or her or (ii) his or her legally appointed guardian, at the end of the Performance Period, a payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the Award determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such termination of employment, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Period that commenced November 1, 2003 only, the amount of the payout will be paid within 180 days of the date of termination and will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of termination over the full Performance Period and will be based on the amount of the Target Award.

(d)           Unless otherwise required under local law, an Awardee who retires (in accordance with the Company’s then current retirement policy) during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such retirement occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such retirement, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Period that commenced November 1, 2003 only, the payout, if any, will be prorated on the basis of the percentage of time from the commencement of the Performance Period

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to the date of retirement over the full Performance Period.

(e)           An Awardee who is demoted from eligibility and accordingly ceases to be employed in a participating position at any time during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such demotion occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such demotion, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Periods that commenced November 1, 2003 and November 1, 2004 only, the payout, if any, will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of demotion over the full Performance Period.

(f)            An Awardee who terminates employment at any time during a Performance Period under a Workforce Management Program of the Company or its Subsidiary shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such termination of employment, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Periods that commenced November 1, 2003 and November 1, 2004 only, an Awardee who ceases to employed under a Workforce Management Program of the Company or its Subsidiary at any time during a Performance Period, shall not be eligible to receive a payout with respect to such Performance Periods.

(g)           In the event of a Change In Control of the Company (as defined in Section 15(c) of the 1999 Stock Plan or any successor), an Awardee shall, at the earlier of the end of the Performance Period or the termination date of the Program, be guaranteed to receive a Long-term Performance Program payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this Program by the Company’s corporate finance department); except that, with respect to any Performance Period in which such Change in Control occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  herein times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such Change in Control, and the denominator of which is the number of days in the 12-month period.  If the

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payment occurs prior to the second anniversary of the date of grant provided in Section 1 above, the Stock Award will be disqualified and will no longer benefit from the favorable tax and social security treatment in France.

Section 7.              Restrictions on Sale of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.  Awardee may not sell or transfer the shares issued pursuant to the Stock Award prior to the second anniversary of each vesting date or such other period as is required to comply with the minimum mandatory holding period applicable to shares underlying French-qualified awards under Section L. 225-197-1 of the French Commercial Code, the French Tax Code or the French Social Security Code, as amended.    Notwithstanding the above, the Awardee’s heirs, in case of the Awardee’s death, or the Awardee in case of the Awardee’s Disability (as defined under the French RSU Plan), are not subject to this restriction on the sale of shares.

Nevertheless, if Awardee qualifies as a corporate officer under French law (“mandataire social”) on the Grant Date,  Awardee must hold 20% of the shares issued to him or her upon vesting of the Stock Awards in a nominative account until the termination of the Awardee’s function as a corporate officer.

In addition, the underlying shares cannot be sold during certain “Closed Periods” as provided for by Section L. 225-197-1 of the French Commercial Code, as amended, so long as those Closed Periods are applicable to shares underlying French-qualified awards, as interpreted by the French administrative guideline, to the extent applicable.

Section 8.              Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock.  Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, the Company and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest.  Awardee shall pay, by means of cash, check or credit transfer, to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to

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withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

Section 9.              Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan.  If those adjustments are not in compliance with the laws applicable to French qualified stock awards, the Stock Awards may be disqualified and may no longer benefit from the favorable tax and social security treatment in France.

Section 10.            Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)           the Plan, the French RSU Plan and the LTPP are established voluntarily by the Company, they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, the French RSU Plan, the LTPP and this Award Agreement;

(2)           the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)           all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)           participation in the Plan, the French RSU Plan and the LTPP shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)           participating in the Plan, the French RSU Plan and the LTPP is voluntary;

(6)           the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

(7)           the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)           in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

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(9)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(10)         if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;

(11)         in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)         the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 11.            Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer as necessary for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan, the French RSU Plan and the LTPP.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan, the French RSU Plan and the LTPP (“Data”).  Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere (such as outside the European Economic Area), and that the recipient’s country may have different data privacy laws and protections than Awardee’s country.  All such transfers of Data will be in accordance with the Company’s Privacy Policies and Guidelines.  Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, the French RSU Plan and the LTPP, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Common Stock acquired upon vesting of the Stock Award.  Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan, the French RSU Plan and the LTPP.

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Awardee hereby understands that Awardee 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 Awardee’s local human resources representative.  Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan, the French RSU Plan and the LTPP.  For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 12.            No Rights Until Issuance.  Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.

Section 13.            Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 14.            Amendment.  This Stock Award may be amended as provided in the Plan, the French RSU Plan and the LTPP.

Section 15.            Language.  If the Awardee has received this or any other document related to the Plan, the French RSU Plan or the LTPP translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 16.            Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means.  The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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Section 17.            Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 18.            Entire Agreement.  The Plan is incorporated herein by reference.  The Plan, the French RSU Plan, the LTPP and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

8

EX-10.9

Exhibit 10.9

AGILENT TECHNOLOGIES, INC.

1999 Stock Plan

Stock Award Agreement (“Award Agreement”)

Under

The Long-Term Performance Program

For Awards Granted to Employees in the United Kingdom

Section 1.              Grant of Stock Award.  This Stock Award Agreement, dated as of the date of grant indicated in your account maintained by the company providing administrative services in connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to receive the number of shares of the Company’s $0.01 par value voting common stock indicated in the Awardee’s External Administrator account subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan, the Long-Term Performance Program (“LTPP”) and the administrative rules thereunder.  Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2.              Performance Period.  This Stock Award shall vest upon the achievement of objective business criteria (the “Objective Business Criteria”) as set forth under the LTPP over a period of three years from the date stated in Section 1 above.

Section 3.              Objective Business Criteria.  This Stock Award shall not vest and no shares of Common Stock will be issued to the Awardee until the Committee has certified in writing that the Objective Business Criteria set forth under the LTPP have been achieved or exceeded.

Section 4.              Acceptance of Grant.  The Awardee may accept this Stock Award (within 30 days of the date stated in Section 1 above) by signing and delivering this Award Agreement to the stock plan administrator.

Section 5.              Nontransferability of Stock Award.  This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 6.              Termination of Employment or Service.

(a)           An Awardee who, whether voluntarily or involuntarily, terminates from the Company or otherwise ceases to be employed in a participating position at any time during a Performance Period, shall not be eligible to receive a payout except as set forth in this Section 6.  Except as provided in this Section 6, in order to receive payment of the Stock Award upon vesting, the Awardee must be listed on the payroll of the Company or an Affiliate on the date when the Stock Award is paid out.

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Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.

(b)           An Awardee who dies or terminates employment as a result of becoming totally and permanently disabled during a Performance Period shall have paid to his or her estate or designated beneficiaries or, in the case of disability, either (i) him or her or (ii) his or her legally appointed guardian, at the end of the Performance Period, a payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such death or termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the Award determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such death or termination of employment, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Period that commenced November 1, 2003 only, the amount of the payout will be paid within 180 days of the date of death or termination and will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of death or termination over the full Performance Period and will be based on the amount of the Target Award.

(c)           Unless otherwise required under local law, an Awardee who retires (in accordance with the Company’s then current retirement policy) during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such retirement occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such retirement, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Period that commenced November 1, 2003 only, the payout, if any, will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of retirement over the full Performance Period.

(d)           An Awardee who is demoted from eligibility and accordingly ceases to be employed in a participating position at any time during a Performance Period shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such demotion occurs during the first 12 months of

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the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such demotion, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Periods that commenced November 1, 2003 and November 1, 2004 only, the payout, if any, will be prorated on the basis of the percentage of time from the commencement of the Performance Period to the date of demotion over the full Performance Period.

(e)           An Awardee who terminates employment at any time during a Performance Period under a Workforce Management Program of the Company or its Subsidiary shall, at the end of the Performance Period, be entitled to receive his or her Long-term Performance Program payout based on the full amount of the specified percentage of the Target Award determined by the Committee under Section 3 for the full Performance Period; except that, with respect to any Performance Period in which such termination of employment occurs during the first 12 months of the Performance Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of such termination of employment, and the denominator of which is the number of days in the 12-month period.  With respect to the Performance Periods that commenced November 1, 2003 and November 1, 2004 only, an Awardee who ceases to be employed under a Workforce Management Program of the Company or its Subsidiary at any time during a Performance Period, shall not be eligible to receive a payout with respect to such Performance Periods.

(f)      In the event of a Change In Control of the Company (as defined in Section 15(c) of the Plan or any successor), an Awardee shall, at the earlier of the end of the Performance Period or the termination date of the LTPP, be guaranteed to receive a Long-term Performance Program payout that is equivalent to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this LTPP by the Company’s corporate finance department); such payout to be prorated, with respect to Performance Periods commencing prior to November 1, 2006, on the basis of the percentage of time from the commencement of the Performance Period to the date of the closing of the Change In Control, and, with respect to Performance Periods commencing on and after November 1, 2006, on the basis of the days elapsed during the first 12 months of the Performance Period.

Section 7.               Elections.  The vesting of the Stock Award is subject to the execution by Awardee of a joint election between the Company and/or the Employer and Awardee (the “Election”), the form of such Election being formally approved by HM Revenue & Customs (the “U.K. Revenue”) and such approval remaining in force to provide for the shifting of any Secondary Class 1 National Insurance Contributions (“Employer NICs”) liability arising in connection with the vesting of the Stock Award from the Company and/or the Employer to Awardee.  By accepting the Stock Award, Awardee consents and agrees to satisfy any liability for Employer NICs that may be payable by the Company and/or the Employer in connection with the vesting of the Stock Award.  Awardee further agrees that the Company and/or the Employer may collect the Employer NICs from Awardee by any of the means set forth in

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Section 9 of this Award Agreement.  Based on the foregoing, Awardee agrees to execute an Election with the Company and/or the Employer, and any other consents or elections required to accomplish the above, promptly upon request.  If Awardee does not enter into an Election prior to the first vesting date, or if the Election is revoked at any time by the U.K. Revenue, the Stock Award shall become null and void without any liability to the Company and/or the Employer and may not vest and shall lapse with immediate effect.

Section 8.              Restrictions on Sale of Shares.  The Company shall not be obligated to issue any shares of Common Stock pursuant to this Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

Section 9.              Responsibility for Taxes.  Regardless of any action the Company or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including the grant and vesting of the Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Stock Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) to the extent the Awardee has not already paid an amount sufficient to cover the Tax-Related Items, withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount.  Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Awardee to the Employer, effective on the Due Date.  The Awardee agrees that the loan will bear interest at the then-current U.K. Revenue Official Rate, it will be immediately due and repayable, and the Company or the

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Employer may recover it at any time thereafter by any of the means referred to above.  If the Awardee fails to make satisfactory arrangements for the payment of any Tax-Related Items at the time any applicable Stock Awards otherwise are scheduled to vest, the Awardee acknowledges and agrees that the Company may refuse to deliver such shares to the Awardee.  The Company may refuse to deliver the shares of Common Stock if Awardee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.

Section 10.            Adjustment.  The number of shares of Common Stock subject to this Stock Award and the price per share, if any, of such shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 11.            Nature of the Award.  By accepting this Stock Award, Awardee acknowledges that:

(1)           the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement;

(2)           the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past;

(3)           all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(4)           participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment relationship at any time;

(5)           participating in the Plan is voluntary;

(6)           the Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Awardee’s employment contract, if any;

(7)           the Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company or the Employer;

(8)           in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;

(9)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

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(10)         if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;

(11)         in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from termination of Awardee’s employment by the Company or the Employer and Awardee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)         the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement.

Section 12.  Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, the Company and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee hereby understands that the Company and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Stock Awards or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, such as outside the European Economic Area, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country.  Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Common Stock acquired upon vesting of the Stock Award.  Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan.  Awardee hereby understands that Awardee 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 Awardee’s local human resources representative.  Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan.  For more information on the

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consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

Section 13.            No Rights Until Issuance.  Notwithstanding Section 12(f) of the Plan, Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Stock Award until the date that shares of Common Stock are issued to the Awardee.  The Committee may not use its discretion to substitute a cash payment in lieu of shares of Common Stock.

Section 14.            Governing Law.  This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws as provided in the Plan.

Section 15.            Amendment.  This Stock Award may be amended as provided in the Plan and the LTPP, provided that in no event may the Stock Award be amended to provide for a cash equivalent payment to be made instead of shares of Common Stock.

Section 16.            Language.  If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

Section 17.            Electronic Delivery.  the Company may, in its sole discretion, decide to deliver any documents related to the Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means.  The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Section 18.            Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 19.            Entire Agreement.  The Plan is incorporated herein by reference.  The Plan, the LTPP and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee.

AGILENT TECHNOLOGIES, INC.

[Name]

[Title]

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Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

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EX-10.10

Exhibit 10.10

AGILENT TECHNOLOGIES, INC.

1999 NON-EMPLOYEE DIRECTOR STOCK PLAN

(Amended and Restated Effective May 15, 2007)

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.

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If any outstanding option or grant of Common Stock under the Plan for any reason expires or is terminated without having been vested or exercised in full, the shares allocable to the unexercised portion of such option or the grant of Common Stock 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 stockholders 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 Deferred Share grant (as provided for in Section 7(c) and 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 Non-Executive Chairman, 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 sixty-five thousand dollars ($65,000.00) and sixty-five thousand dollars ($65,000.00) payable in cash in four (4) quarterly installments (the “Cash Payment”).  The first installment of the Cash Payment shall be payable on the later of (i) March 1 of each Plan Year (or if March 1 is not a trading day the next succeeding trading day), or (ii) the first trading day following the annual stockholders meeting (the “Initial Payment Date”).  The subsequent installments shall be payable on the dates that are three months, six months and nine months after the Initial Payment Date (or the next succeeding trading day in the event any such date is not a trading day) (each such subsequent date a “Subsequent Payment Date” and, together with the Initial Payment Date, each a “Payment Date”).  A trading day shall be a day on which the NYSE is open for trading.

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 Non-Executive Chairman, 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 Non-Executive Chairman, shall, on an annual basis, receive an additional five thousand dollars ($5,000.00) in cash.

The Non-Executive Chairman 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 sixty-five thousand dollars ($65,000.00) and two hundred sixty

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thousand dollars ($260,000.00) in cash.  The Non-Executive Chairman shall not be eligible to receive any Committee Chair Premiums.

A Non-Employee Director who joins the Board of Directors after the start of the Plan Year shall have his or her Option Payment and Cash Payment pro-rated based upon the remaining days in the Plan Year that the director will serve.

(b)Option Payment.  Each option granted under this Plan shall be a non-statutory option and shall be evidenced by a written agreement in such form as the Board or Committee shall from time to time approve, which Agreements shall comply with and be subject to the following terms and conditions and such additional terms and conditions as may be determined by the Board or Committee:

(i)Date of Payment.  For each Plan Year, an option constituting the Option Payment shall be granted in the prior Plan Year on the date that the Company makes its regular annual grant of equity awards to employees who are officers of the Company within the meaning of Section 16 of the Exchange Act; provided, that in the case of a Non-Employee Director who subsequently ceases to be a member of the Board of Directors for any reason on or prior a Vesting Date as provided in Section 7(v) below, except as provided in Section 7(vi) below, such option shall be automatically cancelled to the extent not yet exercisable on the date of such cessation, and the shares that were subject to the unexercisable portion thereof shall become available for future grant under the Plan (unless the Plan has terminated).

(ii)Number of Shares Subject to Option.  The number of shares to be subject to any option granted pursuant to the Plan shall be an amount necessary to make such option equal in value, using an option valuation model, as determined by the Board or Committee, to sixty-five thousand dollars ($65,000). The value of the option will be calculated by assuming that the value of an option to purchase one share of Common Stock equals the product of (i) the Multiplier, as defined below, and (ii) the average Fair Market Value of a share of Common Stock for the period described below ending on the date of grant.

The number of shares represented by an option granted pursuant to the Plan shall be determined by multiplying the number of shares determined in Section 7(b)(ii) above by a multiplier determined using an option valuation method (the “Multiplier”).  The Board or the Committee shall determine the Multiplier prior to the option grant made with respect to any succeeding Plan Year.  The number of shares to be subject to the option shall be equal to the number of shares determined as follows:

$65,000.00			=	Number of shares
The average Fair Market Value for the 20  trading days ending prior to the grant date.	x	Multiplier

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(iii)Price of Options.  The exercise price of the option will be the Fair Market Value of the Common Stock on the date of grant.

(iv)Exercise of Options.  Options may be exercised in any manner permitted by the external stock option administrator retained by the Company, and will be subject to such administrator’s fees and procedures.

(v)Vesting and Term of Option.  Except as provided in Section 7(vi) below, the option will vest and become exercisable in four (4) twenty-five percent (25%) increments (the date as of which an increment vests a “Vesting Date”).  The first Vesting Date shall be the date of the annual stockholders meeting next following the grant date, and an increment shall vest as of the first Vesting Date only with respect to Non-Employee Directors who will continue as members of the Board following the stockholders meeting.  The second, third and fourth Vesting Dates shall be the dates six months, nine months and one year, respectively, following the grant date.  An increment shall vest and become exercisable on the second, third or fourth Vesting Date only to the extent the Non-Employee Director continues as a member of the Board on the Vesting Date.  No option shall be exercisable after the expiration of ten (10) years from the date upon which such option is granted.

(vi)Exercise by Representative Following Death of Director.  A Non-Employee Director, by written notice to the Company, may designate one or more persons (and from time to time change such designation) including his or her legal representative, who, by reason of his or her death, shall acquire the right to exercise all or a portion of the option.  If the person or persons so designated wish to exercise any portion of the option, they must do so within the term of the option as provided in Section 7(b)(v).  Any exercise by a representative shall be subject to the provisions of this Plan.

(vii)Options Nontransferable.  Unless determined otherwise by the Board or the Committee, each option granted under the Plan by its terms shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him.  No option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

(c)Annual Deferred Share Credit.  For each Plan Year, each Non-Employee Director shall be credited under the Agilent Technologies, Inc. 2005 Non-Employee Director Deferred Compensation Plan (the “Deferred Compensation Plan”), as of the later of (i) March 1 of each Plan Year (or if March 1 is not a trading day the next succeeding trading day), or (ii) the first trading day following the annual stockholders meeting, with a deemed investment in shares of Common Stock (“Shares”), as that term is defined under the Deferred Compensation Plan), with a Fair Market Value of sixty-five thousand dollars ($65,000), determined as provided below.  The Shares shall vest in four (4) twenty-five percent (25%) increments each three (3) months from the date

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of credit, provided the Non-Employee Director continues in Board service on the vesting date.  Shares credited under this Section 7(c) shall be issued from this Plan.

The number of Shares subject to an Annual Deferred Share Credit shall be equal to the number of shares determined as follows:

$65,000.00	=	Number of shares
The average Fair Market Value for the 20 trading days ending prior to the grant date

(d)Deferred Share Credit for New Directors.  Effective as of November 1, 2005, each newly appointed Non-Employee Director shall be credited under the Deferred Compensation Plan , as of the date service commences as a Non-Employee Director, with Shares (as that term is defined under the Deferred Compensation Plan) with a Fair Market Value of one hundred thirty thousand dollars ($130,000.00), determined as provided below.  The Shares shall vest in four (4) twenty-five percent (25%) increments each three (3) months from the date of credit, provided the Non-Employee Director continues in Board service on the vesting date.  Shares credited under this Section 7(d) shall be issued from this Plan.

The number of Shares subject to a grant under this Section 7(d) shall be equal to the number of shares determined as follows:

$130,000.00	=	Number of shares
The average Fair Market Value for the 20 trading days ending prior to the grant date.

(e)Cash Payment and Committee Chair Premiums.  Except to the extent a Non-Employee Director has properly elected to defer all or part of the cash component of his or her Annual Retainer or Committee Chair Premium under a deferred compensation plan sponsored by the Company, all Cash Payments shall be made in four (4) quarterly installments as soon as practical following the Payment Dates (provided the Non-Employee Director continues as a Board member on such Payment Date).  Committee Chair Premiums shall be made in a lump sum payment as soon as practicable following the Initial Payment Date with respect to the Plan Year.

(f)Special Compensation.  The Board or the Committee may, from time to time, deem it appropriate and may provide certain Non-Employee Directors with additional compensation (“Special Compensation”) under this Plan.  Such Special Compensation shall be in the form of a grant of Common Stock or stock options subject to terms, conditions and restrictions established by the Board or Committee at the time of the grant.

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(g)Form of Issuance of Shares.  Any shares issued under the Plan shall be in either book entry form or in certificate form pursuant to the instructions given by the Non-Employee Director to the Company’s transfer agent.

(h)Transferability.  In the event of a Non-Employee Director’s death, all of such person’s rights to receive any accrued but unpaid Option Payment and/or Special Compensation will transfer to the maximum extent permitted by law to such person’s beneficiary.  Each Non-Employee Director may name, from time to time, any beneficiary or beneficiaries (which may be named contingently or successively) as his or her beneficiary for purposes of this Plan.  Each designation shall be on a form prescribed by the Committee, will be effective only when delivered to the Company and when effective will revoke all prior designations by the Non-Employee Director.  If a Non-Employee Director dies with no such beneficiary designation in effect, such person’s beneficiary shall be his or her estate and such person’s payments will be transferable by will or pursuant to laws of descent and distribution applicable to such person.

PART III. GENERAL PROVISIONS

8.Assignments.  The rights and benefits under this Plan may not be assigned except for the designation of a beneficiary as provided in Section 7.

9.Limitation of Rights.

(a)No Right to Continue as a Director.  Neither the Plan, nor the issuance of shares of Common Stock, nor the grant of special Compensation, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time, or at any particular rate of compensation.

(b)No Stockholders’ Rights for Options.  An optionee shall have no rights as a stockholder with respect to the shares covered by his or her options until the date of the issuance to him of a stock certificate therefor or the making of a book entry with the Company’s transfer agent, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such certificate is issued.

10.Adjustments in Present Stock.  In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split, or other change in the corporate structure or capitalization affecting the Company’s present Common Stock, at the time of such event the Board or the Committee shall make appropriate adjustments to the number (including the aggregate numbers specified in Section 4) and kind of shares to be issued under the Plan and the price of any Stock Option.

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11.Amendment and Termination of the Plan.

(a)Amendment and Termination.  The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the awards granted to any Non-Employee Director theretofore made, without his or her consent.  In addition, to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b)Effect of Amendment or Termination.  Any such amendment or termination of the Plan shall not affect any Stock Option already granted and such Stock Options shall remain in full force and effect as if this Plan had not been amended or terminated.

12.Definitions.

“Annual Retainer” shall mean the amount to which a Non-Employee Director will be entitled to receive for serving as a director in a relevant Plan Year, but shall not include reimbursement for expenses, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to the Company.

“Fair Market Value” shall mean, as of any date, the quoted closing sales price for such Common Stock as of such date (or if no sales were reported on such date, the closing price 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 Company shall determine.

“Non-Executive Chairman” shall mean the Non-Employee Director who is appointed to serve as the Chairman of the Board.

“Plan Year” shall mean the year beginning March 1 and ending February 28, or February 29, as the case may be.

13.Notice.  Any written notice to the Company required by any of the provisions of this Plan shall be addressed to the Secretary of the Company and shall become effective when it is received.

14.Governing Law.  This Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware and construed accordingly.

15.Stockholder Approval.  The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted.  Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law and any stock exchange rules.

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16.Annual Maximum Shares.  Subject to adjustments as provided in Section 10 of the Plan, the maximum number of shares that can be granted to each Non-Employee Director under the Plan is 150,000 shares per year.

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William P. Sullivan, certify that:

1. I have reviewed this Form 10-Q of Agilent Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 5, 2007
	/s/ William P. Sullivan
	William P. Sullivan Director, President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adrian T. Dillon, certify that:

1. I have reviewed this Form 10-Q of Agilent Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 5, 2007
	/s/ Adrian T. Dillon
	Adrian T. Dillon Executive Vice President, Finance and Administration, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Agilent Technologies, (the “Company”) on Form 10-Q for the period ended April 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William P. Sullivan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: June 5, 2007	/s/ William P. Sullivan
	William P. Sullivan Director, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Agilent Technologies, (the “Company”) on Form 10-Q for the period ended April 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adrian T. Dillon, Executive Vice President, Finance and Administration, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: June 5, 2007
	/s/ Adrian T. Dillon
	Adrian T. Dillon Executive Vice President, Finance and Administration, Chief Financial Officer