We ask that our stockholders ratify the selection of Contents

Audit and Finance Committee

        The Audit and Finance Committee is responsible for the oversight of the quality and integrity of Agilent's consolidated financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of itsPricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm for fiscal year 2013. Below is summary information about PricewaterhouseCoopers’ fees for services during fiscal years 2012 and 2011:

Executive Compensation Matters

The proxy statement contains information about Agilent’s executive compensation programs. In particular, you will find detailed information in the performance of its internal audit function and independent registered public accounting firm and other significant financial matters. In discharging its duties, the Audit and Finance Committee is expected to:

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have the sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent registered public accounting firm;



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review and approve the scope of the annual internal and external audit;



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review and pre-approve the engagement of Agilent's independent registered public accounting firm to perform audit and non-audit services and the related fees;



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meet independently with Agilent's internal auditing staff, independent registered public accounting firm and senior management;



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review the adequacy and effectiveness of the system of internal control over financial reporting and any significant changes in internal control over financial reporting;



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review Agilent's consolidated financial statements and disclosures including "Management'sCompensation Discussion and Analysis of Financial Conditionstarting on page 29 and Results of Operations"the Executive Compensation tables starting on page 44.

Our executive officers are compensated in the Company's reports on Form 10-K or Form 10-Q;



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establisha manner consistent with Agilent’s business strategy, competitive practice, sound compensation governance principles, and oversee procedures for (a) the receipt, retentionstockholder interests and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;



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review funding and investment policies, implementation of fundingconcerns. Our compensation policies and investment performance of Agilent's benefit plans;



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monitor compliance with Agilent's Standards of Business Conduct;decisions are focused on pay-for-performance. As you can read, our executive compensation programs have remained substantially the same for several years, and



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review disclosures from Agilent's independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independence of accountant's communications we believe that our programs are well aligned with the audit committeeinterests of the concerning independence.

Compensation Committeeour shareholders and are instrumental to achieving our business strategy.

        The Compensation Committee reviews the performance of Agilent's elected officers and other key employees and determines, approves and reports to the Board on the elements of their compensation, including total cash compensation and long-term equity based incentives. In addition, the Compensation Committee:

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approves and monitors Agilent's benefit plan offerings;



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supervises and oversees the administration of Agilent's incentive compensation, variable pay and stock programs;



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recommends to the Board the annual retainer fee as well as otherdetermining executive compensation for non-employee directors;



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establishes comparator peer group and compensation targets based on this peer group for the Company's named executive officers; and

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has sole authority to retain and terminate executive compensation consultants.

        For more information on the responsibilities and activities offiscal year 2012, the Compensation Committee includingof the committee's processes forBoard considered the overwhelming stockholder support that the “Say-on-Pay” proposal received at our March 21, 2012 annual meeting of stockholders. As a result, the Compensation Committee continued to apply the same effective principles and philosophy it has used in previous years in determining executive compensation see "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation"will continue to consider stockholder concerns and feedback in the Compensation Committee's charter.future. Fiscal year 2012 was successful for Agilent despite uncertainties in the economy. Revenue, orders, net income and earnings per share improved year over year. However, performance did not meet our targets. Therefore, consistent with our philosophy to pay for performance, our CEO’s total direct compensation dropped slightly from the preceding fiscal year.

        The Compensation Committee also helps determineWe are requesting your non-binding vote to approve the compensation for non-employee directors. The process the Compensation Committee undertakes for setting non-employee director compensation is similar to that of setting executive officer compensation. The Compensation Committee is aided by an independent consultant, currently F. W. Cook & Co., Inc., who is selected and retained by the Compensation Committee. The role of the independent consultant isCompany’s named executive officers as described on pages 29 to measure56, including the Summary Compensation Table and benchmark our non-employee director compensation against a certain peer groupsubsequent tables on pages 44 to 56 of companies with respect to appropriate compensation levels for positions comparable in the market. The independent consultant recommends appropriate retainers, committee chair retainers, grant valuesproxy statement.

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2013 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
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TABLE OF CONTENTS

2013 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
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ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

Director Nomination Criteria: Qualifications and stock ownership guidelines to the Compensation Committee. This information is reviewed, discussed and finalized at a Compensation Committee meeting and a recommendation is made to the full Board. The full Board makes the final determination on non-employee director compensation.

Nominating/Corporate Governance CommitteeExperience

    The Nominating/Corporate Governance Committee proposes a slate(the “Nominating Committee”) performs an assessment of the skills and the experience needed to properly oversee the interests of the Company. Generally the Nominating Committee reviews both the short and long term strategies of the Company to determine what current and future skills and experience are required of the Board in exercising its oversight function. The Nominating Committee then compares those skills to the skills of the current directors for election by Agilent's stockholders at each annual meeting and appoints candidatespotential director candidates. The Nominating Committee conducts targeted efforts to fill any vacancies on the Board. It is also responsible for reviewing management succession plans, determining the appropriate Board size and committee structure and developing and reviewing corporate governance principles applicable to Agilent.

        The Nominating/Corporate Governance Committee will consider candidates recommended for nomination by stockholders, provided that the recommendations are made in accordance with the procedures described in the section entitled "Additional Questions and Information Regarding the Annual Meeting and Stockholder Proposals" located at the end of this Proxy Statement. Candidates recommended for nomination by stockholders that comply with these procedures will receive the same consideration as other candidates recommended by the Nominating/Corporate Governance Committee.

        Agilent hires a third party search firm to help identify and facilitaterecruit individuals who have the screeningqualifications identified through this process. The Nominating Committee looks for its current and interview processpotential directors collectively to have a mix of candidatesskills and qualifications, some of which are described below:

• a reputation for director. To be considered by the Nominating/Corporate Governance Committee, a director nominee must have:

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  personal and professional integrity and ethics;
  

  executive or similar policy-making experience as a Board memberin relevant business or senior officer of a Fortune 200 or equivalent company or have achieved nationaltechnology areas ornational prominence in an academic, government or other relevant field;
  
  

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  breadth of experience;
  
  

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  soundness of judgment;
  
  

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  the ability to make independent, analytical inquiries;
  
  

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  the willingness and ability to devote the time required to perform Board activities adequately; andactivitiesadequately;
  

  
  
  

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  the ability to represent the total corporate interests of Agilent.

  Agilent; and
  

• Tablethe ability to represent the long-term interests of Contentsstockholders as a whole.

    In addition to these minimum requirements, the Nominating/Corporate GovernanceNominating Committee will also evaluateconsider whether the candidate'scandidate’s skills are complementary to the existing Board members' skillsmembers’ skills; the diversity of the Board in factors such as age, experience in technology, manufacturing, finance and marketing, international experience and culture; and the Board'sBoard’s needs for specific operational, management financial, international, technological or other expertise. The search firm screensNominating Committee from time to time reviews the appropriate skills and characteristics required of board members, including factors that it seeks in board members such as diversity of business experience, viewpoints and, personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates does reference checks, prepares a biographyfor the Board of Directors, the Nominating Committee considers these factors in the light of the specific needs of the Board of Directors at that time.

Current Director Terms

    Agilent’s Board is divided into three classes serving staggered three-year terms. Directors for each candidateclass are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Agilent’s Bylaws, as amended, allow the Nominating/Corporate Governance CommitteeBoard to reviewfix the number of directors by resolution. Our Board currently consists of nine directors divided into three classes. One class of directors is elected annually, and helps set up interviews.each class serves for a term of three years. The Nominating/Corporate Governance Committeeterms of the three current director nominees will expire at this Annual Meeting. The composition of the Board and Agilent'sthe term expiration dates for each director is as follows:

ELECTION OF DIRECTORS(CONTINUED)

    Directors elected at the 2013 annual meeting will hold office for a three-year term expiring at the annual meeting in 2016 (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal). All of the nominees are currently directors of Agilent. Information regarding each of the nominees is provided below as of December 31, 2012. There are no family relationships among Agilent’s executive officers and directors.

Director Nominees for Election to New Three-Year Terms That Will Expire in 2016

    Mr. Clark has been an Operating Partner of Genstar Capital, LLC since August 2007, a middle market private equity firm that focuses on investments in selected segments of life sciences and healthcare services, industrial technology, business services and software. Prior to that, Mr. Clark was the Chief Executive Officer interview candidates that meet the criteria,and President of ICOS Corporation, a biotherapeutics company, from June 1999 to January 2007, and the Nominating/Corporate Governance Committee selects candidates that best suit the Board's needs. We do not use a third party to evaluate current Board members.

        The Nominating/Corporate Governance Committee also administers Agilent's Related Person Transactions Policy and Procedures. See "Related Person Transactions Policy and Procedures" for more information.

Executive Committee

        The Executive Committee meets or takes written action when the Board is not otherwise meeting. The Committee has full authority to act on behalfChairman of the Board except that it cannot amend Agilent's Bylaws, recommend any action that requiresof Directors of ICOS from February 2000 to January 2007. From 1984 to December 1998, Mr. Clark worked in various capacities for Abbott Laboratories, a health care products manufacturer, retiring from Abbott Laboratories as Executive Vice President and a board member. His previous experience included senior positions with Marion Laboratories, a pharmaceutical company, and Sandoz Pharmaceuticals (now Novartis Corporation), a pharmaceutical company.

    Mr. Clark has significant experience in the approvalpharmaceutical and biotechnology industries, including his experience serving in senior management positions with ICOS Corporation (where he served as Chief Executive Officer and President), Abbott Laboratories, Marion Laboratories and Sandoz Pharmaceuticals. In addition, Mr. Clark brings considerable public company director experience and perspective on company management and governance issues and practices.

    Mr. Cullen has been a director of Agilent since April 2000 and the stockholders, fill vacancies on the Board or any Board committee, fix director compensation, amend or repeal any non-amendable or non-repealable resolutionNon-Executive Chairman of the Board declaresince March 2005. Mr. Cullen was President and Chief Operating Officer of Bell Atlantic Corporation (now known as Verizon) from 1997 to June 2000 and a distributionmember of the office of chairman from 1993 to June 2000. Prior to this appointment, Mr. Cullen was the President and Chief Executive Officer of the Telecom Group of Bell Atlantic from 1995 to 1997. Prior to the stockholders exceptcreation of Bell Atlantic on January 1, 1984, Mr. Cullen held management positions with New Jersey Bell from 1966 to 1981 and AT&T from 1981 to 1983.

    Mr. Cullen has considerable managerial and operational experience and expertise from his senior leadership position with Bell Atlantic and its predecessors. In addition, Mr. Cullen brings significant public company director experience and perspective on public company management and governance. Mr. Cullen has a strong understanding of Agilent having served on the board for over 10 years, including more than 5 years as the non-executive chairman.

ELECTION OF DIRECTORS(CONTINUED)

    Dr. Yamada currently serves as the Chief Medical and Scientific Officer of Takeda Pharmaceuticals International, Inc., a research-based global pharmaceutical company. Dr. Yamada previously served as President of the Global Health Program of the Bill & Melinda Gates Foundation from June 2006 to June 2011. From 2000 to 2006, Dr. Yamada was Chairman of Research and Development for GlaxoSmithKline Inc. and prior to that, he held research and development positions at rates determined bySmithKline Beecham. Prior to joining SmithKline Beecham, Dr. Yamada was Chairman of the Department of Internal Medicine at the University of Michigan Medical School and Physician-in-Chief of the University of Michigan Medical Center.

    Dr. Yamada brings to our Board a unique perspective with his experience as the former President of the Global Health Program of the Bill & Melinda Gates Foundation as well as his significant research and development experience. Dr. Yamada’s extensive pharmaceutical industry knowledge gives him an insight into a number of issues facing Agilent that other directors might not possess.

Agilent’s Board recommends a vote FOR the election to the Board appointof each of the
foregoing nominees.

Continuing Directors Not Being Considered for Election at this Annual Meeting

    The Agilent directors whose terms are not expiring this year are listed below. They will continue to serve as directors for the remainder of their terms or such other committees or take any action not permitted under Delaware law to be delegated to a committee.date, in accordance with Agilent’s Bylaws. Information regarding each of such directors is provided below.

Statement on Directors Whose Terms Will Expire in 2014

    Ms. Fields served as Executive Vice President and Chief Financial Officer of Blue Shield of California from September 2003 through December 2012. She served as Executive Vice President and the Chief Financial Officer of Gap, Inc. from 1999 to January 2003. Prior to assuming that position, Ms. Fields served as the Chief Financial Officer of ITT Industries, Inc. from 1995 to 1999. From 1979 to 1995, she held senior financial management positions at General Motors Corporation, including Vice President and Treasurer.

    Ms. Fields possesses significant experience and experience in management and financial matters, having served as the Chief Financial Officer of both public and private companies, including at Blue Shield of California, Gap, Inc. and ITT Industries, Inc. Ms. Fields is the chairperson of our Audit and Finance Committee and is qualified as a financial expert under SEC guidelines. In addition, Ms. Fields has considerable experience and expertise with Agilent having been a member of Agilent’s board of directors for over 10 years.

ELECTION OF DIRECTORS(CONTINUED)

    Dr. Lawrence served as Chairman of the Board from 1992 to May 2002 and Chief Executive Officer from 1991 to May 2002 of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals. From May 2002 to December 2002, he served as Chairman Emeritus of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals. He held a number of management positions with these organizations prior to assuming these positions, including Vice Chairman of the Board and Chief Operating Officer.

    Dr. Lawrence possesses considerable experience and expertise with Agilent having been a member of Agilent’s board of directors since its spin-off from Hewlett-Packard. In addition, Dr. Lawrence brings strong leadership experience in the healthcare industry, having served for a decade as Chairman and Chief Executive Officer of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals. Dr. Lawrence brings notable public company director experience and perspective on public company management and governance issues and practices.

    Pursuant to Agilent’s Corporate Governance Standards, the Board considered and approved Dr. Lawrence’s continued service beyond his 72nd birthday as a Board member until the end of his current term.

    Mr. Rand has served as the Chief Executive Officer of AARP since April 2009. He served as Chairman and Chief Executive Officer of Equitant from February 2003 to April 2005 and as Non-Executive Chairman of Aspect Communications from February 2003 to October 2005. Mr. Rand was the Chairman and Chief Executive Officer of Avis Group Holdings, Inc. from November 1999 to April 2001. Prior to joining Avis Group, Mr. Rand was Executive Vice President, Worldwide Operations, for Xerox Corporation from 1992 to 1999. Mr. Rand is Chairman of the Board of Trustees of Howard University and holds a MBA from Stanford University where he also was a Stanford Sloan Executive Fellow. Mr. Rand also holds several honorary doctorate degrees.

    Mr. Rand possesses a strong mix of organizational and operational management skills having served as the chairman and/or chief executive officer of numerous companies, including past roles with Equitant, Avis Group Holdings and Aspect Communications, and his current position with the AARP. He brings public company director experience and perspective from his membership on the Campbell Soup board of directors and has considerable expertise with Agilent having served as a director for over 10 years.

ELECTION OF DIRECTORS(CONTINUED)

Directors Whose Terms Will Expire in 2015

    Mr. Herbold has served as the Managing Director of the consulting firm The Herbold Group, LLC since 2003. He served as Executive Vice President and Chief Operating Officer of Microsoft Corporation from 1994 to April 2001 and served as an Executive Vice President (part-time) of Microsoft Corporation until June 2003. Prior to joining Microsoft, Mr. Herbold was employed by The Procter & Gamble Company for twenty-six years, and served as a Senior Vice President at The Procter & Gamble Company from 1990 to 1994.

��   Mr. Herbold possesses significant leadership experience and business expertise from his executive leadership positions with Microsoft Corporation and The Procter & Gamble Company. Having been a member of the Agilent board for over 10 years, Mr. Herbold has a strong knowledge of Agilent’s business. In addition, Mr. Herbold brings considerable public and private company director experience and perspective on public company management and governance issues and practices.

    Mr. Koh is the managing partner of Credence Capital Fund II (Cayman) Ltd., a private equity fund. Mr. Koh has served as the non-Executive Chairman of Sunningdale Tech Ltd. since January 2009 and previously served as its Executive Chairman and Chief Executive Officer from July 2005 to January 2009. He has served as the non-Executive Chairman of Yeo Hiap Seng Ltd. since April 2010 and Rippledot Capital Advisers Pte. Ltd. since February 2011. He served as Executive Director of MediaRing Limited from February 2002 to August 2009; Chairman of DBS Bank from January 2006 to April 2010; Chairman of Singapore Airlines from July 2001 to December 2005 and Chairman of Singapore Telecom from April 1992 to August 2001. Mr. Koh spent fourteen years with Hewlett-Packard Company in its Asia Pacific region.

    Mr. Koh possesses a strong mix of leadership and operational experience from his various senior positions with Sunningdale Tech, AAC Technologies, MediaRing Limited, DBS Bank, Singapore Airlines and Singapore Telecom. In addition, Mr. Koh has deep experience in the Asia Pacific region and brings that knowledge and perspective to the Board. Mr. Koh has extensive experience with Agilent and its predecessor, Hewlett-Packard, having served on the Agilent board for over 9 years and having spent 14 years with Hewlett-Packard.

ELECTION OF DIRECTORS(CONTINUED)

    Mr. Sullivan has served as Agilent’s Chief Executive Officer since March 2005 and served as President from March 2005 to November 2012. Before being named as Agilent’s Chief Executive Officer, Mr. Sullivan served as Executive Vice President and Chief Operating Officer from March 2002 to March 2005. In that capacity, he shared the responsibilities of the president’s office with Agilent’s former President and Chief Executive Officer, Edward W. Barnholt. Mr. Sullivan also had overall responsibility for Agilent’s Electronic Products and Solutions Group, the company’s largest business group. Prior to assuming that position, Mr. Sullivan served as our Senior Vice President, Semiconductor Products Group, from August 1999 to March 2002. Before that, Mr. Sullivan held various management positions at Hewlett-Packard Company.

    Mr. Sullivan has broad and deep experience with Agilent and its businesses having been an employee of Agilent and its predecessor, Hewlett-Packard, for over 30 years. During the course of his career, he has developed considerable expertise in, and in-depth knowledge of, Agilent’s businesses, having seen them as an individual contributor and at numerous levels of management. This perspective gives valuable insight to the Agilent board. Mr. Sullivan also brings public company director experience and perspective from his current positions on the URS Corporation and Avnet boards.

CORPORATE GOVERNANCE

Corporate Governance Matters

    Agilent has had formal corporate governance standards in place since the Company'sCompany’s inception in 1999. We have reviewed internally and with the Board the provisions of the Sarbanes-Oxley Act of 2002 ("(“Sarbanes-Oxley Act"Act”), the rules of the SEC and the NYSE'sNYSE’s corporate governance listing standards regarding corporate governance policies and processes and are in compliance with the rules and listing standards.

    We have adopted charters for our Compensation Committee, Audit and Finance Committee, and Nominating/Corporate Governance Committee and Executive Committee consistent with the applicable rules and standards. You can access our committee charters, Amended and Restated Corporate Governance Standards and Standards of Business Conduct by clicking on "Governance Policies"“Governance Policies” in the "Corporate Governance"“Corporate Governance” section, which is on the left side of our web page at www.investor.agilent.com.

Board Leadership Structure

    Agilent currently separates the positions of chief executive officer and chairman of the Board. Since March 2005, Mr. Cullen, one of our independent directors, has served as our chairman of the Board. The responsibilities of the chairman of the Board include: setting

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Table of ContentsCOMMITTEES OF THE BOARD OF DIRECTORS

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

        Directors who are employed by Agilent do not receive any compensation for their Board activities. As a result, Mr. Sullivan, an employee of Agilent, received no additional compensation for his Board services. The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity-based compensation. The non-employee director's compensation plan year begins on March 1 of each year. Except for the Non-Executive Chairman, non-employee directors in 2009 received (a) $75,000 in cash which is paid quarterly; (b) $75,000 in value of a stock option; and (c) $75,000 in value of deferred shares of Agilent common stock. Any newly appointed director receives $130,000 in value of deferred shares of Agilent common stock, pursuant to the 2009 Stock Plan. The stock options and the deferred shares vest quarterly over one year.

        In 2009, the Non-Executive Chairman received an annual retainer that consisted of (i) $270,000 in cash which is paid quarterly, (ii) $75,000 in value of a stock option, and (iii) $75,000 in value of deferred shares of Agilent common stock. The Non-Executive Chairman is not eligible to receive any committee chair premiums.

        Effective as of March 1, 2010, incumbent non-employee directors will receive a total of $150,000 in value of a stock grant in lieu of the $75,000 in value of a stock option and $75,000 in value of deferred shares of Agilent common stock that non-employee directors received prior to 2010. The stock grant will be granted on the later of (i) March 1 and (ii) the first trading day after each Annual Meeting of Stockholders.

        The number of shares is determined by dividing $150,000 by the average fair market value of Agilent's common stock over 20 consecutive trading days up to and including the day prior to the grant date. Voluntary deferral is available as an option for the non-employee directors.

        In addition, non-employee directors who serve as the chairperson of a Board committee are entitled to a "committee chair premium." Specifically, the chairperson of the Audit and Finance Committee provided that she was not the Non-Executive Chairman, on an annual basis, received an additional $20,000 in cash. The chairperson of the Compensation Committee of the Board and Nominating/Corporate Governance Committee of the Board, provided he was not the Non-Executive Chairman, on an annual basis, received an additional $10,000 in cash. Also, each member of the Audit and Finance Committee, on an annual basis, received an additional $10,000 in cash. Each non-employee director may elect to defer all or part of the cash component of his or her annual retainer and committee chair premium under the deferred compensation plan sponsored by Agilent. Any cash compensation that is deferred can only be deferred into shares of Agilent common stock.

        A non-employee director who joins the Board of Directors after the start of the plan year will have his or her stock payment and cash payment pro-rated based upon the remaining days in the plan year that the director will serve.

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Non-Employee Director Compensation for Fiscal Year 2009

        The table below provides information on Agilent's compensation during the fiscal year ended October 31, 2009 for non-employee directors, including (i) cash compensation, and (ii) the compensation expense recognized in Agilent's financial statements for outstanding options and stock awards.

Non-Employee Director Compensation for Fiscal Year 2009
		Fees Earned or Paid in Cash (1)						Awards
Name		Cash Payment ($)			Cash Payment Deferred into Agilent Shares ($)			Option Awards ($)(2)(4)			Stock Awards ($)(3)(4)			Total ($)(5)
Paul N. Clark			0			75,000			65,932			149,903			215,836
James G. Cullen(6)			202,500			67,500			65,932			136,535			404,968
Robert J. Herbold(7)			85,000			0			65,932			69,035			219,968
Robert L. Joss(7)			0			85,000			65,932			159,260			225,192
Koh Boon Hwee			75,000			0			65,932			69,035			209,968
Heidi Fields(8)			0			95,000			65,932			168,616			234,549
David M. Lawrence, M.D.(9)			85,000			0			65,932			69,035			219,968
A. Barry Rand			25,000			50,000			65,932			122,946			213,879

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(1)

Reflects all cash compensation earned during fiscal year 2009, whether or not payment of the cash compensation was deferred pursuant to the 2005 Deferred Compensation Plan for Non-Employee Directors.

(2)

Reflects the dollar amount recognized for financial statement reporting purposes in fiscal year 2009 in accordance with FAS 123(R) for all stock options held by such director and outstanding on October 31, 2009. For additional information, see Note 3 under the heading "Valuation Assumptions" of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2009. The amounts reflect Agilent's accounting expense for these awards and do not correspond to actual value that will be recognized by the directors with respect to these awards.

(3)

Reflects the dollar amount recognized for financial statement reporting purposes in fiscal year 2009 in accordance with FAS 123(R) for all stock awards held by such director and outstanding on October 31, 2009. It includes the (i) the portion of $75,000 in value of deferred shares of Agilent common stock awarded to the director in the fiscal year 2009 that was expensed in the same year, and (ii) the value of any stock awards received in prior years that were expensed in fiscal year 2009. The amounts reflect Agilent's accounting expense for these awards and do not correspond to actual value that will be recognized by the directors with respect to these awards.

(4)

A supplemental table following these footnotes sets forth: (i) the aggregate number of stock awards and option awards outstanding at fiscal year end; (ii) the aggregate number of stock awards and option awards granted during fiscal year 2009; and (iii) the grant date fair market value of equity awards granted by Agilent during fiscal year 2009 to each of our non-employee directors.

(5)

"Total" column excludes the column "Cash Payment Deferred into Agilent Shares" since this amount is captured in the column "Stock Awards."

(6)

Mr. Cullen has served as the Non-Executive Chairman of the Board since March 1, 2005.

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(7)

Includes an additional $10,000 paid each to Mr. Herbold and Mr. Joss for being a member of the Audit and Finance Committee.

(8)

Includes an additional $20,000 paid to Ms. Fields for chairing the Audit and Finance Committee during fiscal year 2009.

(9)

Includes an additional $10,000 paid to Dr. Lawrence for chairing the Compensation Committee during fiscal year 2009.

Additional Information With Respect to Director Equity Awards

        The following table provides additional information on the outstanding equity awards at fiscal year-end and award during fiscal year 2009 for non-employee directors.

Name		Stock Awards Outstanding at Fiscal Year-End (#)			Option Awards Outstanding at Fiscal Year-End (#)			Stock Awards Granted During Fiscal Year 2009 (#)			Option Awards Granted During Fiscal 2009 (#)			Grant Date Fair Value of Stock and Option Awards Granted in Fiscal Year 2009 ($)(1)
Paul N. Clark			24,183			27,746			11,249			11,312			187,536
James G. Cullen			50,285			71,561			8,992			11,312			174,168
Robert J. Herbold			9,525			68,146			5,081			11,312			106,668
Robert L. Joss			28,580			62,243			11,249			11,312			196,892
Koh Boon Hwee			18,221			74,787			5,759			11,312			106,668
Heidi Fields			31,246			68,750			11,249			11,312			206,249
David M. Lawrence, M.D.			20,089			93,289			6,436			11,312			106,668
A. Barry Rand			18,291			72,998			9,193			11,312			160,579

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(1)

Reflects the fair value of stock options and stock awards granted in fiscal year 2009, calculated in accordance with FAS 123(R). For options awards, that number is calculated by multiplying the Black-Scholes value by the number of options awarded. For stock awards, that number is calculated by multiplying (x) the fair market value of our common stock on the date of grant less the per share price by (y) the number of shares awarded.

Non-Employee Director Reimbursement Practice for Fiscal Year 2009

        Non-employee directors are reimbursed for travel and other out-of-pocket expenses connected to Board travel.

Stock Ownership Guidelines

        In 2005, the company adopted a policy that requires each non-employee director to own Agilent shares having a value of at least three times the annual cash retainer (currently $225,000). The shares counted toward ownership guidelines include shares owned outright and the shares of Agilent stock in the director's deferred compensation account. These ownership levels must be attained by the end of fiscal year 2009. Separately, company policy prohibits executive officers, members of the Board of Directors and other senior management employees from engaging in hedging strategies using puts, calls or other types of derivative securities based upon the value of Agilent stock.

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PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

ELECTION OF DIRECTORS

        Agilent's Board is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Agilent's Bylaws, as amended, allow the Board to fix the number of directors by resolution. The number of directors is currently fixed at nine. Pursuant to resolutions passed by the Board, effective immediately after the time of the annual meeting the authorized number of directors will be reduced to eight in connection with Mr. Robert L. Joss' resignation as a member of Agilent's Board immediately before the annual meeting

        The terms for two directors will expire at the annual meeting. The two nominees named below are the only individuals proposed for election to the Board at the annual meeting. Mr. Robert L. Joss will resign as a director immediately before the annual meeting pursuant to written notice given to Agilent on November 18, 2009.

        Directors elected at the 2010 annual meeting will hold office for a three-year term expiring at the annual meeting in 2013 (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal). All of the nominees are currently directors of Agilent. Information regarding each of the nominees is provided below as of December 18, 2009. There are no family relationships among Agilent's executive officers and directors.

Nominees for Three Year Terms That Will Expire in 2010

Paul N. Clark Age 62		Mr. Clark has been a director of Agilent since May 2006. Mr. Clark has been an Operating Partner of Genstar Capital, LLC since August 2007, a middle market private equity firm that focuses on investments in selected segments of life sciences and healthcare services, industrial technology, business services and software. Prior to that, Mr. Clark was the Chief Executive Officer and President of ICOS Corporation, a biotherapeutics company, from June 1999 to January 2007, and the Chairman of the Board of Directors of ICOS from February 2000 to January 2007. From 1984 to December 1998, Mr. Clark worked in various capacities for Abbott Laboratories, a health care products manufacturer, retiring from Abbott Laboratories as Executive Vice President and a board member. His previous experience included senior positions with Marion Laboratories, a pharmaceutical company, and Sandoz Pharmaceuticals (now Novartis Corporation), a pharmaceutical company. Mr. Clark is a member of the board of directors of Amylin Pharmaceuticals, Inc., Catalent Pharma Solutions, Talecris Biotherapeutics and Harlan Labs.

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James G. Cullen Age 67		Mr. Cullen has been a director of Agilent since April 2000 and the Non-Executive Chairman of the Board since March 2005. Mr. Cullen was President and Chief Operating Officer of Bell Atlantic Corporation (now known as Verizon) from 1997 to June 2000 and a member of the office of chairman from 1993 to June 2000. Prior to this appointment, Mr. Cullen was the President and Chief Executive Officer of the Telecom Group of Bell Atlantic from 1995 to 1997. Prior to the creation of Bell Atlantic on January 1, 1984, Mr. Cullen held management positions with New Jersey Bell from 1966 to 1981 and AT&T from 1981 to 1983. Mr. Cullen is a member of the board of directors of Johnson & Johnson, Prudential Financial, Inc. and Neustar, Inc.

Agilent's Board recommends a vote FOR the election to the Board
of each of the foregoing nominees.

Directors Whose Terms Will Expire in 2010

        On November 18, 2009, Robert L. Joss gave written notice to Agilent that, effective March 2, 2010, immediately before the annual meeting, he will resign as a member of the Board of Directors of Agilent.

Robert L. Joss Age 68		Mr. Joss has served as a director of Agilent since July 2003. Mr. Joss served as the Dean of the Graduate School of Business of Stanford University from 1999 to September 2009. Prior to assuming this position, Mr. Joss was the Chief Executive Officer and Managing Director of Westpac Banking Corporation, one of Australia's largest banks, from 1993 to 1999. Before this position, from 1971 to 1993, Mr. Joss held a succession of positions as Senior Vice President, Executive Vice President and Vice Chairman of Wells Fargo Bank. He is a director of Citigroup, Inc.

        The Agilent directors whose terms are not expiring this year are listed below. They will continue to serve as directors for the remainder of their terms or such other date, in accordance with Agilent's Bylaws. Information regarding each of such directors is provided below.

Directors Whose Terms Will Expire in 2011

Heidi Fields Age 55		Ms. Fields has been a director of Agilent since February 2000. Ms. Fields has served as Executive Vice President and Chief Financial Officer of Blue Shield of California since September 2003. Ms. Fields served as an Executive Vice President and the Chief Financial Officer of Gap, Inc. from 1999 to January 2003. Prior to assuming that position, Ms. Fields served as the Chief Financial Officer of ITT Industries, Inc. from 1995 to 1999. From 1979 to 1995, Ms. Fields held senior financial management positions at General Motors Corporation, including Vice President and Treasurer. Ms. Fields is a director of Financial Engines, Inc.

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David M. Lawrence, M.D. Age 69		Dr. Lawrence has been a director of Agilent since July 1999. Dr. Lawrence served as Chairman of the Board from 1992 to May 2002 and Chief Executive Officer from 1991 to May 2002 of Kaiser Foundation Health Plan,  Inc. and Kaiser Foundation Hospitals. From May 2002 to December 2002, he served as Chairman Emeritus of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals. He held a number of management positions with these organizations prior to assuming these positions, including Vice Chairman of the Board and Chief Operating Officer. Dr. Lawrence is a director of McKesson Corporation and Dynavax Technologies Corporation.
A. Barry Rand Age 65		Mr. Rand has been a director of Agilent since November 2000. Mr. Rand has served as the Chief Executive Officer of AARP since April 2009. Mr. Rand served as Chairman and Chief Executive Officer of Equitant from February 2003 to April 2005 and as Non-Executive Chairman of Aspect Communications from February 2003 to October 2005. Mr. Rand was the Chairman and Chief Executive Officer of Avis Group Holdings, Inc. from November 1999 to April 2001 and continues to hold the title of Chairman Emeritus. Prior to joining Avis Group, Mr. Rand was Executive Vice President, Worldwide Operations, for Xerox Corporation from 1992 to 1999. Mr. Rand is a member of the board of directors of Campbell Soup Company and is Chairman of the Board of Trustees of Howard University. Mr. Rand holds a MBA from Stanford University where he also was a Stanford Sloan Executive Fellow. Mr. Rand holds several honorary doctorate degrees.

Directors Whose Terms Will Expire in 2012

William P. Sullivan Age 59		Mr. Sullivan has served as Agilent's President, Chief Executive Officer and a Director since March 2005. Before being named as Agilent's Chief Executive Officer, Mr. Sullivan served as Executive Vice President and Chief Operating Officer from March 2002 to March 2005. In that capacity, he shared the responsibilities of the president's office with Agilent's former President and Chief Executive Officer, Edward W. Barnholt. Mr. Sullivan also had overall responsibility for Agilent's Electronic Products and Solutions Group, the company's largest business group. Prior to assuming that position, Mr. Sullivan served as our Senior Vice President, Semiconductor Products Group, from August 1999 to March 2002. Before that, Mr. Sullivan held various management positions at Hewlett-Packard Company. Mr. Sullivan serves on the Board of URS Corporation and Avnet, Inc. as well as the Children's Discovery Museum in San Jose, California.

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Robert J. Herbold Age 67		Mr. Herbold has been a director of Agilent since June 2000. He was an Executive Vice President and Chief Operating Officer of Microsoft Corporation from 1994 to April 2001 and served as an Executive Vice President (part-time) of Microsoft Corporation until June 2003. Prior to joining Microsoft, Mr. Herbold was employed by The Procter & Gamble Company for twenty-six years, and served as a Senior Vice President at The Procter & Gamble Company from 1990 to 1994. Mr. Herbold is a director of Vision Solutions, Inc. He is the Managing Director of the consulting firm The Herbold Group, LLC, and is an operating partner of the private equity firm Thoma Bravo.
Koh Boon Hwee Age 59		Mr. Koh has served as a director of Agilent since May 2003. He has served as the non-Executive Chairman of Sunningdale Tech Ltd. since January 2009 and previously served as its Executive Chairman and Chief Executive Officer from July 2005 to January 2009. He has served as Chairman of DBS Group Holdings Ltd. since January 2006 and Chairman of AAC Acoustic Technologies Holdings, Inc. since November 2004. Mr. Koh served as a director of MediaRing Limited from April 1998 to October 2009 and as Executive Director from February 2003 to August 2009. Mr. Koh was Chairman of Singapore Airlines from July 2001 to December 2005 and Chairman of Singapore Telecom from April 1992 to August 2001. Mr. Koh spent fourteen years with Hewlett-Packard Company in its Asia Pacific region. Mr. Koh is also a director of the William and Flora Hewlett Foundation and Temasek Holdings Pvt. Limited.

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PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    The Audit and Finance Committee is responsible for the oversight of the Board has appointed PricewaterhouseCoopers LLP as Agilent'squality and integrity of Agilent’s consolidated financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm, tothe performance of its internal audit its consolidated financial statements for the 2010 fiscal year. During the 2009 fiscal year, PricewaterhouseCoopers LLP served as Agilent'sfunction and independent registered public accounting firm and also provided certain tax and other non-audit services. Although Agilent is not required to seek stockholder approval of this appointment, the Board believes it to be sound corporate governance to do so. If the appointment is not ratified,significant financial matters. In discharging its duties, the Audit and Finance Committee will investigateis expected to:

• have the reasons for stockholder rejectionsole authority to appoint, retain, compensate, oversee, evaluate and will reconsiderreplace the appointment.

          Representativesindependent registered public accounting firm;
  

• review and approve the scope of PricewaterhouseCoopers LLP are expected to attend the annual meeting where they will be availableinternal and external audit;
  
• review and pre-approve the engagement of Agilent’s independent registered public accountingfirm to respond to questionsperform audit and if they desire, to make a statement.

  non-audit services and the related fees;
  

• Agilent'smeet independently with Agilent’s internal auditing staff, independent registered publicaccounting firm and senior management;
  
• review the adequacy and effectiveness of the system of internal control over financial reportingand any significant changes in internal control over financial reporting;
  
• review Agilent’s consolidated financial statements and disclosures including “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in the Company’sreports on Form 10-K or Form 10-Q;
  
• establish and oversee procedures for (a) the receipt, retention and treatment of complaintsreceived by the Company regarding accounting, internal accounting controls or auditingmatters, and (b) the confidential anonymous submission by employees of the Company ofconcerns regarding questionable accounting or auditing matters;
  
• review funding and investment policies, implementation of funding policies and investmentperformance of Agilent’s benefit plans;
  
• monitor compliance with Agilent’s Standards of Business Conduct; and
  
• review disclosures from Agilent’s independent registered public accounting firm required bythe applicable requirements of the Public Company Accounting Oversight Board recommends a vote FORregarding theindependence of accountant’s communications with the ratification of the
  Audit and Finance Committee's appointment of
  PricewaterhouseCoopers LLP as Agilent's Independent Registered Public Accounting Firm.audit committee.

CORPORATE GOVERNANCE

Table of ContentsCompensation Committee

PROPOSAL NO. 3

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

    The Compensation Committee reviews the performance of Agilent’s elected officers and other key employees and determines, approves and reports to the Board previously adopted,on the elements of their compensation, including total cash compensation and in 2000long-term equity based incentives. In addition, the stockholders approved,Compensation Committee:

• approves and monitors Agilent’s benefit plan offerings;
  
• supervises and oversees the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees (the "Former Performance-Based Compensation Plan") (previously entitledadministration of Agilent’s incentive compensation, variablepay and stock programs, including the "Agilent Technologies, Inc. Pay-for-Results Plan").

          Atimpact of Agilent’s compensation programs andarrangements on Company risk;
  

• recommends to the Board the annual meeting, stockholders are being askedretainer fee as well as other compensation fornon-employee directors;
  
• establishes comparator peer group and compensation targets based on this peer group for theCompany’s named executive officers; and
  
• has sole authority to approveretain and terminate executive compensation consultants.

    For more information on the Performance-Based Compensation Plan for Covered Employees (the "Performance-Based Compensation Plan"), which was adopted byresponsibilities and activities of the Compensation Committee, on November 18, 2009, to replaceincluding the Former Performance-Based Compensation Plan. The Performance-Based Compensation Plan would:

•

Increase the number of performance goals available under the Performance-Based Compensation Plan;



•

Give thecommittee’s processes for determining executive compensation, committee greater flexibility with respect to establishing performance periods of up to a maximum of (36) months using any one or more of the performance goals instead of restricting the performance periods to six-month periods as currently provided under the Performance-Based Compensation Plan;see “Compensation Discussion and



•

Modify the maximum per participant award limitation from the current maximum of $1,500,000 during each 6-month performance period to a proposed maximum of $10,000,000 with respect to any 12-month performance cycle.

        The Board believes that a well designed incentive compensation plan for the managers of Agilent is a significant factor in improving operating and financial performance of Agilent, thereby enhancing shareholder value. The Board also believes that all amounts paid pursuant to such a plan should be deductible as a business expense of Agilent. Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") limits the deductibility of bonuses paid to Agilent's Chief Executive Officer and certain other executive officers, unless the plan under which they are paid meets specified criteria, including stockholder approval. The Board believes the adoption of the Performance-Based Compensation Plan to be in the best interest of stockholders and recommends approval. If the Performance-Based Compensation Plan is not approved by Agilent's stockholders, bonuses shall not be paid under the Performance-Based Compensation Plan.

Agilent's Board recommends a vote FOR the approval of the
Agilent Technologies, Inc.
Performance-Based Compensation Plan for Covered Employees.

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Summary of the Performance-Based Compensation Plan

General

        The purpose of the Performance-Based Compensation Plan is to motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain objective performance goals related to the performance of Agilent and its affiliates. In accordance with Agilent's compensation policy that cash compensation should vary with company performance, a substantial part of each executive's total cash compensation may be tied to Agilent's performance by way of performance-based bonuses under the Performance-Based Compensation Plan.

        Because of the fact-based nature of the performance-based compensation exception under Code Section 162(m) and the limited availability of binding guidance thereunder, Agilent cannot guarantee that the awards under the Performance-Based Compensation Plan to covered employees will qualify for exemption under Code Section 162(m). However, the intention of Agilent Analysis,” “Compensation Committee Report,” “Executive Compensation” and the Compensation Committee’s charter.

    The Compensation Committee is to administer the Plan in compliance with Code Section 162(m) with respect to covered employees or participants who may become covered employees. If any provision of the Performance-Based Compensation Plan does not comply with the requirements of Code Section 162(m), then such provision will be construed or deemed amended to the extent necessary to conform to such requirements.

Administration

also helps determine compensation for non-employee directors. The Performance-Based Compensation Plan will be administered byprocess the Compensation Committee which will have the authorityundertakes for setting non-employee director compensation is similar to interpret the Performance-Based Compensation Plan, to establish performance targets and to establish the amountsthat of awards payable under the Performance-Based Compensation Plan.

Participation and Eligibility

        Individuals eligible for Performance-Based Compensation Plan awards are officers and key employees of Agilent (as determined by the Compensation Committee), which include Agilent's covered employees (within the meaning of Code Section 162(m)) and executive officers. Eachsetting executive officer has an interest in Proposal No. 3. The number of key employees who will participate in the Performance-Based Compensation Plan and the amount of Performance-Based Compensation Plan awards are not presently determinable.

Plan Operation

        This proposal enables Agilent to provide a more competitive bonus plan reflecting the more prevalent customs and practices for bonus plans among its peer group. The payment of awards to each participant is based on an individual bonus target for the performance period set by the Compensation Committee in writing and is directly related to the satisfaction of the applicable performance goal(s) set by the Compensation Committee for such performance period. The

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Performance-Based Compensation Plan increases the number of performance goals available under the Performance-Based Compensation Plan as reflected below:

Performance Goals under the current Performance-Based Compensation Plan				Performance Goals under the proposed amendment and restatement of the Performance-Based Compensation Plan
I.		Net order dollars		I.		Pre-tax income or after-tax income
II.		Net profit growth		II.		Income or earnings including operating income, earnings before or after taxes, interest, depreciation and/or amortization
III.		Net revenue dollars		III.		Net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements
IV.		Revenue Growth		IV.		Earnings or book value per share (basic or diluted)
V.		Individual performance		V.		Return on assets (gross or net), return on investment, return on invested capital, or return on equity
VI.		Earnings per share		VI.		Return on revenues
VII.		Return on assets		VII.		Cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital
VIII.		Return on equity		VIII.		Economic value created
IX.		Return on invested capital		IX.		Operating margin or profit margin
X.		Other company-wide and business unit financial objectives		X.		Stock price or total stockholder return
XI.		Customer satisfaction indicators		XI.		Income or earnings from continuing operations
XII.		Operational efficiency measures		XII.		Capital expenditures, cost targets, reductions and savings and expense management
				XIII.		Strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, objective customer satisfaction or information technology goals, and objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions

        Under the Performance-Based Compensation Plan, a performance goal is an objective formula or standard utilizing one or more of the factors in the table above and any objectively verifiable adjustment(s) thereto permitted and preestablished by the Compensation Committee in accordance with Code Section 162(m).

        The Former Performance-Based Compensation Plan provided for six-month performance periods that coincided with each half of Agilent's fiscal year. Pursuant to the Performance-Based

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Compensation Plan, the Compensation Committee will have more flexibility to determine the duration of a performance period as any period not exceeding 36 months. The performance period(s)' individual bonus target(s) and performance goal(s) will be adopted by the Compensation Committee in its sole discretion with respect to each performance period and must be adopted no later than the latest time permitted by the Internal Revenue Code in order for bonus payments pursuant to the Performance-Based Compensation Plan to be deductible under Code Section 162(m). Additionally, the Compensation Committee may establish different performance periods for different participants, and the Committee may establish concurrent or overlapping performance periods.

        Bonus payments under the Performance-Based Compensation Plan may be made in cash only. The actual amount of future bonus payments under the Performance-Based Compensation Plan is not presently determinable. However, the Performance-Based Compensation Plan provides that the maximum amount of any Awards that can be paid under the Performance-Based Compensation Plan to any participant with respect to any 12-month performance cycle is $10,000,000. Prior to the Former Performance-Based Compensation Plan, the maximum amount was $1,500,000 during each 6-month performance period. The $10,000,000 maximum award with respect to any 12-month performance period is better aligned with current competitive maximums of Agilent's peer group and gives the compensation committee greater flexibility to award cash incentives based on need pursuant to prevalent practices by members of Agilent's peer group and pursuant to potential concurrent or overlapping performance periods. Further, the Compensation Committee, in its sole discretion, may reduce or eliminate the amount of a participant's bonus under the Performance-Based Compensation Plan to an amount below the amount otherwise payable pursuant to the Performance-Based Compensation Plan formula.

        The payment of a bonus for a given performance period generally requires the participant to be employed by Agilent as of the last day of the performance period. Prior to the payment of any bonus under the Performance-Based Compensation Plan, the Compensation Committee must make a determination, certified in writing, that the conditions to payment for the applicable performance period have been satisfied. The payment of bonuses under the Plan must be made in cash and occur within a reasonable period of time after the end of the applicable performance period.

Federal Income Tax Considerations

        All amounts paid pursuant to the Performance-Based Compensation Plan are taxable income to the employee when paid. Agilent will be entitled to a federal income tax deduction for all amounts paid under the Performance-Based Compensation Plan if it is approved by stockholders and meets the other requirements of Section 162(m) of the Code.

Amendment and Term of the Plan

        The Performance-Based Compensation Plan will first become available for performance periods beginning in fiscal 2010. The Performance-Based Compensation Plan does not have a fixed termination date and may be terminated by the Compensation Committee at any time, provided that such termination will not affect the payment of any award accrued prior to the time of termination. The Compensation Committee may amend or suspend, and reinstate, the Performance-Based Compensation Plan at any time, provided that any such amendment or reinstatement shall be subject to shareholder approval if required by Code Section 162(m), or any other applicable laws, rules or regulations.

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Plan Benefits

        All awards under the Performance-Based Compensation Plan to the Agilent officers named in the Summary Compensation Table on page              and all current executive officer participants as a group during fiscal 2010 will be based on Agilent's actual performance during fiscal 2010 and will be made at the discretion of the Compensation Committee. Therefore, the benefits and amounts that will be received or allocated under the Performance-Based Compensation Plan to Agilent's executive officers during fiscal 2010 are not determinable at this time. Cash bonuses paid to our named executive officers during fiscal 2009 are shown in this Proxy Statement in the Summary Compensation Table included in the section entitled "Executive Compensation" below and discussed in more detail in the section entitled "Compensation Discussion and Analysis—Short-Term Cash Incentives" below.

Incorporation By Reference

        The foregoing is only a summary of the Performance-Based Compensation Plan and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Appendix A.

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information, as of December 18, 2009, concerning:

•

each person or group known by Agilent, based on filings pursuant to Section 13(d) or (g) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to own beneficially more than 5% of the outstanding shares of our common stock as of the Record Date;



•

the beneficial ownership of Agilent's common stock by each director and each of the executive officers named in the Summary Compensation Table herein; and



•

the beneficial ownership of Agilent's common stock by all directors and executive officers as a group.

        The number of shares beneficially owned by each entity, person, director or executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire as of February 16, 2010, 60 days after December 18, 2009, through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such powers with his or her spouse, with respect to the shares set forth in the following table.

BENEFICIAL OWNERSHIP TABLE

			Shares of Agilent Common Stock Beneficially Owned
Name of Beneficial Owner			Number			Nature(1)		Percentage(2)
William P. Sullivan				326,711		Direct
				1,410,985		Vested Options
				1,737,696					*
Paul N. Clark				24,947		Direct(3)
				0		Vested Options
				27,746		Indirect(4)
				52,693					*
James G. Cullen				52,285		Direct(5)
				71,561		Vested Options
				3,000		Indirect(6)
				126,846					*
Adrian T. Dillon				129,925		Direct
				682,469		Vested Options
				812,394					*
Heidi Fields				32,246		Direct(7)
				68,750		Vested Options
				100,996					*
Robert J. Herbold				16,377		Direct(8)
				68,146		Vested Options
				84,523					*

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			Shares of Agilent Common Stock Beneficially Owned
Name of Beneficial Owner			Number			Nature(1)		Percentage(2)
Robert L. Joss				30,770		Direct(9)
				62,243		Vested Options
				93,013					*
Koh Boon Hwee				19,483		Direct(10)
				74,787		Vested Options
				94,270					*
The William and Flora Hewlett Foundation				4,830,223		Direct(11)			1.38	%
David M. Lawrence, M.D.				21,611		Direct(12)
				61,048		Vested Options
				2,336		Indirect(13)
				84,995					*
Michael R. McMullen				36,732		Direct
				135,768		Vested Options
				172,500					*
Ronald S. Nersesian				38,221		Direct
				106,703		Vested Options
				144,924					*
A. Barry Rand				25,757		Direct(14)
				72,998		Vested Options
				98,755					*
Nicholas Roelofs				38,508		Direct
				59,967		Vested Options
				98,475					*
Davis Selected Advisers, L.P.(15)
	2949 East Elvira Road, Suite 101
	Tucson, AZ 85706			27,260,866					7.74	%
Barclays Global Investors, NA(16)
	400 Howard Street
	San Francisco, CA 94105			25,140,532					7.14	%
All current directors and executive officers as a group (16 persons)(17)				4,313,005					1.2	%

---

*

Represents holdings of less than one percent.

(1)

"Vested Options" means options that may be exercised as of February 16, 2010.

(2)

Percentage ownership is calculated based upon 349,777,431 shares of Agilent common stock outstanding on December 18, 2009, except as noted.

(3)

Includes 24,183 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Mr. Clark has voting power.

(4)

Consists of vested options gifted to Mr. Clark's Family LLC.

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(5)

Includes 50,285 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Mr. Cullen has voting power.

(6)

Consists of shares held by Mr. Cullen's Family Limited Partnership.

(7)

Includes 31,246 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Ms. Fields has voting power.

(8)

Includes 11,377 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Mr. Herbold has voting power.

(9)

Includes 28,580 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Mr. Joss has voting power.

(10)

Includes 18,108 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Mr. Koh has voting power.

(11)

Mr. Koh is a board member of The William and Flora Hewlett Foundation. Mr. Koh shares voting power on grants only but he does not have any shared investment power as he is not a member of the investment committee. Mr. Koh disclaims any beneficial interest in the foregoing shares, because he has no pecuniary interest in the shares.

(12)

Includes 20,089 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Dr. Lawrence has voting power.

(13)

Consists of shares held for the benefit of Dr. Lawrence's children in the Lawrence 2000 Irrevocable Trust of which Dr. Lawrence and his spouse are the trustees.

(14)

Includes 20,143 shares held by Fidelity Management Trust Company under Agilent's Deferred Compensation Plan for Non-Employee Directors for which Mr. Rand has voting power.

(15)

Based solely on information provided in a Schedule 13G/A filed by Davis Selected Advisers, L.P. with the U.S. Securities and Exchange Commission on February 13, 2009. Davis Selected Advisers, L.P. reported sole voting power as to 25,291,474 shares and sole dispositive power as to 27,260,866 shares and that it is deemed to be the beneficial owner of 27,260,866 shares.

(16)

Based solely on information provided in a Schedule 13G filed jointly by Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors, Ltd., Barclays Global Investors Japan Limited, Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited and Barclays Global Investors (Deutschland) AG with the U.S. Securities and Exchange Commission on February 5, 2009. Barclays Global Investors, NA has (i) sole voting power with respect to 13,525,205 shares; and (ii) sole dispositive power with respect to 16,650,678 shares. Barclays Global Fund Advisors has (i) sole voting power with respect to 4,341,475 shares; and (ii) sole dispositive power with respect to 4,363,387 shares. Barclays Global Investors, Ltd. has (i) sole voting power with respect to 1,881,728 shares; and (ii) sole dispositive power with respect to 2,242,740 shares. Barclays Global Investors Japan Limited has (i) sole voting power with respect to 1,344,568 shares; and (ii) sole dispositive power with respect to 1,344,568 shares. Barclays Global Investors Canada Limited has (i) sole voting power with respect to 512,303 shares; and (ii) sole dispositive power with respect to 512,303 shares. Barclays Global Investors Australia Limited has (i) sole voting power with respect to 26,856 shares; and (ii) sole dispositive power with respect to 26,856 shares. Barclays Global Investors (Deutschland) AG has no voting or dispositive power.

(17)

Includes 109,002 direct and indirect shares, and 501,921 vested options for a total of 610,923 shares held by executive officers not separately listed in this table.

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Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act, requires Agilent's directors, executive officers and holders of more than 10% of Agilent common stock to file reports with the SEC regarding their ownership and changes in ownership of Agilent stock. Agilent believes that during the 2009 fiscal year, its executive officers, directors and holders of 10% or more of our common stock complied with all Section 16(a) filing requirements with the following exceptions. A Form 4 reporting the surrender of 556 shares and 34 shares to Agilent to satisfy the tax liability on the release of restricted shares issued to Koh Boon Hwee on March 2, 2009 and November 2, 2009, respectively was inadvertently not filed. An amended Form 4 was filed on December 24, 2009 to correct these omissions. In making these statements, Agilent has relied upon examination of copies of Forms 3, 4 and 5 provided to Agilent and the written representations of its directors and officers.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

compensation. The Compensation Committee is responsible for Agilent's compensation philosophy, as well as making determinations regarding all forms of compensation for our named executive officers. The "Executive Compensation" section of this Proxy Statement presents the detailed compensation arrangements for our named executive officers for fiscal year 2009. For the fiscal year ended October 31, 2009, our named executive officers and their titles were as follows:

•

William P. Sullivan, President and Chief Executive Officer



•

Adrian T. Dillon, Executive Vice President, Finance and Administration and Chief Financial Officer



•

D. Craig Nordlund, Former Senior Vice President, General Counsel and Secretary



•

Ronald S. Nersesian, Senior Vice President, Agilent, President, Electronic Measurement Group



•

Michael R. McMullen, Senior Vice President, Agilent, President, Chemical Analysis Group



•

Nicolas Roelofs, Senior Vice President, Agilent, President, Life Sciences Group

        Mr. Nordlund announced his retirement from Agilent on May 26, 2009. He retired (and concurrently resigned) asaided by an executive officer effective as of September 22, 2009 and entered into a Separation Agreement and General Release Agreement with Agilent. Mr. Nordlund remained an employee of Agilent through October 31, 2009.

Compensation Philosophy

        The objectives of our executive compensation program are to:

•

align pay with performance;



•

keep overall compensation competitive with our peer group and the larger business market where applicable, and



•

ensure that we can recruit, motivate and retain executives in the larger marketplace.

        Executive compensation at Agilent is comprised of four basic elements.

        Base Salary.    Base salaries have historically accounted for 50% or less of total compensation for our executives. This element is intended to establish the minimum or base-line competitive compensation level that sits beneath the incentive compensation components.

        Discretionary Bonus.    The Compensation Committee may award discretionary bonuses in order to recognize outstanding individual performance or assist in the retention of key talent. No such awards were made in fiscal 2009.

        Short-Term Cash Incentives.    We use short-term cash performance incentives using both revenue growth and Return On Invested Capital ("ROIC") metrics to determine the short-term bonus payout. ROIC is a non-GAAP measure and defined as:

        Income (loss) from operations less other (income) expense and taxes, annualized, divided by the average of the three most recent quarter-end balances of assets less net current liabilities.

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        Long-Term Incentives.    Long-term performance incentives are a combination of (1) regular stock options and (2) equity awards that vest based on total shareholder return of Agilent vs. peer companies over a three-year period. This long-term incentive component has both a medium-term incentive with the three-year performance-based stock awards under our Long-term Performance Program (the "LTP Program") as well as a longer-term incentive in the form of time-based stock option awards, which vest annually over a 4-year period and have a 10-year exercise term. For a technology company such as Agilent, we feel that a compensation perspective spanning a range of short-term to very long-term helps in retaining key executives. Our executive compensation program provides this range while also adding the security of competitive base salary and a good benefits package.

        Our target total rewards package for each named executive officer will vary based on (i) company performance measured against external metrics that correlate to long-term stockholder value, (ii) performance of the business organizations against specific targets, and (iii) individual performance measured against internal metrics. These performance measures form the basis of the Compensation Committee's decisions regarding each of our four principal elements of pay: base salary, discretionary bonuses, short-term incentive compensation and long-term incentive compensation, each of which is discussed in detail below.

        Additionally, we designed our total rewards package such that our short-term and long-term incentives programs do not encourage executives to take unnecessary risks. This is accomplished through the following measures:

•

Mix of short-term and long-term incentives do not overemphasize short-term incentives over long-term incentives;



•

Performance metrics with thresholds, targets and maximums (not to exceed 150-200% of target under the Performance-Based Compensation Plan (as described below) and the LTP Program) are presented to and approved by the Compensation Committee for both short-term and long-term incentive programs;



•

The Compensation Committee considers the full range of potential upside and downside payouts;



•

The short-term incentives program allows the Compensation Committee to exercise downward discretion where appropriate; and



•

The newly adopted Executive Compensation Recoupment Policy permits recoupment of both short-term and long-term incentives from executives across a broad range of circumstances.

Setting Objectives and Measuring Performance: Internal Metrics

        Each fiscal year, management engages in a planning process to establish internal performance measures, metrics and targets for the fiscal year consisting of (i) company performance, (ii) business unit level performance and (iii) individual performance. Company goals and metrics include revenue and profitability targets for the fiscal year. Business unit level performance goals and metrics are set by our CEO and include expense levels, ROIC and revenue growth and individual performance goals and metrics for Business Unit Vice Presidents include customer survey results as well as employee feedback on the company's leadership surveys. The CEO uses these goals, metrics and targets to evaluate the performance of each of the named executive officers, other than himself. Once company targets have been reviewed and approved by our full Board, they become the basis for the Compensation Committee's evaluation of executive

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performance and setting compensation levels for the then-current fiscal year based on that performance.

        Agilent uses an internal relative ranking system to evaluate the performance of all employees, including our named executive officers. Executive officers are ranked by the CEO based on three main components: delivering results, setting strategic direction and building organizational capability.

        Metrics used to assess individual performance are set at the enterprise level by the Compensation Committee for Mr. Sullivan, Mr. Dillon, and Mr. Nordlund. Each of the Business Unit, including Mr. Nersesian, Mr. McMullen and Mr. Roelofs, are measured against their respective business level metrics.

        The measures used at both the enterprise level and business unit level include:

•

Core measures: ROIC and revenue;



•

Diagnostic measures: orders, operating expenses, gross margin, operating margin, working capital (including inventory days and collections), headcount and total stockholder return;



•

Customer loyalty measures: Agilent customer loyalty index and customer satisfaction data;



•

Growth measures: Growth of business year-over-year by quarter, revenue added by merger and acquisition activity, as well as new product revenue and market share; and



•

Leadership measures: Scores on an employee survey index.

Setting Objectives and Measuring Performance: External Benchmarking

        At the beginning of each year, our Senior Vice President, Human Resources meets with the Compensation Committee's independent compensation consultant, currently FredrickFrederic W. Cook & Co., Inc. ("(“F.W. Cook"Cook”). After discussion with our Senior Vice President, Human Resources, the following objective selection criteria was, who is selected by F.W. Cook and the Compensation Committee to determine the peer group listed below: each company in the peer group is (1) a publicly traded high technology, measurement and/or life science company and (2) had revenues in fiscal year 2008 which were in the range of approximately 0.5 to 2 times Agilent's total revenues in fiscal year 2008.

        In fiscal year 2009, for purposes of determining Total Shareholder Return ("TSR") under the LTP Program, the Compensation Committee expanded the peer group for the LTP Program from 60 companies used in fiscal year 2008 to all companies in the S&P 500 Indexes Information Technology, Heath Care and Industrials Sectors (approximately 187 companies). The expanded peer group provides a broader index for comparison, better alignment with shareholder investment choices and decreases the need to adjust the peer group based on S&P changes. The S&P 500 constituent list is maintainedretained by the S&P Index Committee, a team of Standard & Poor's economists and index analysts, who meet on a regular basis to evaluate additions and/or deletions to the list of companies in our selected peer group, based on Standard &Poor's published guidelines which are available on the website www.indices.standardandpoors.com. The change in the number of companies in our peer group is due to the fact that some companies within the index failed to meet one or more of Standard & Poor's criteria for index inclusion and as a result, were excluded from the S&P 500 list.

        For all other elements of compensation, we use a compensation survey of executive total compensation prepared by the Radford Survey + Consulting, a unit of Aon Consulting, which

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provides compensation market intelligence on our peer group of 38 high technology and life sciences companies, as listed below, with revenues between $3 billion and $12 billion for corporate positions while data for business unit positions were based on the appropriate revenue cut for each unit. The Radford survey is a total compensation survey that includes total direct compensation, including base salary, annual short-term incentive compensation and long-term incentive compensation and is widely used and known within the high technology industry. For the General Counsel, Senior Vice President, Human Resources and business unit vice presidents' positions, the Radford survey data is used by F.W. Cook for benchmarking those positions because there is very little peer group data available. For the CEO, and CFO positions, F.W. Cook used the compensation information reported in the public filings of these companies to make our comparisons and adjusts the data to reflect the age of the reported information.

Adobe Systems Inc.		Embarq Corporation		Intuit Inc.		Qualcomm, Inc.
Advanced Micro Devices, Inc.		Corning Incorporated		Level 3 Communications, LLC		SanDisk Corporation
Affiliated Computer Services, Inc.		Covidien PLC		Lexmark International, Inc.		Science Applications International Corporation (SAIC)
Applied Materials, Inc.		DRS Technologies, Inc.		Marvell Technology Group Ltd.		Symantec Corporation
Automatic Data Processing, Inc.		Eastman Kodak Company		Micron Technology, Inc.		SYNNEX Corporation
Boston Scientific Corporation		Ebay Inc.		Molex, Inc.		Thermo Fischer Scientific, Inc.
Broadcom Corporation		Electronic Arts Inc.		NCR Corporation		Western Digital Corporation
CA, Inc.		Genentech, Inc.		NetApp, Inc.		Windstream Corporation
Celanese Corporation		Harris Corporation		NVIDIA Corporation		Yahoo! Inc.
		Insight Enterprises, Inc.		Pitney Bowes Inc.

The Compensation Committee Process and the Role of Management

        To determine total compensation for the upcoming fiscal year, the Compensation Committee uses the performance ranking for the individual executive, reviews the peer group data from the Compensation Committee's independent consultant, and analyzes these measures against our business and strategic goals for the coming fiscal year. F.W. Cook makes recommendations that provide insight to market practices for the Committee's actions, but it does not make any specific compensation recommendations on the individual named executive officers. The Compensation Committee determines the form and amount of compensation for all executive officers. For fiscal year 2009, F.W. Cook advised the Committee on a spectrum of matters, including but not limited to:

•

Criteria used to identify peer companies for executive compensation and performance metrics;



•

Target percentages for total compensation and each element of compensation;



•

Evaluation of Agilent's total rewards program for the named executive officers and 7 other senior officers against similar positions at companies within our peer group and our business objectives;



•

Mix of long-term incentives under the LTP Program and conversion ratio;



•

Design changes to the short- and long-term incentive compensation plans for future years;



•

Competitiveness of Agilent's non-employee director compensation; and



•

Various other proposals presented to the Compensation Committee by management.

        For fiscal year 2009, the process for determining compensation also included a comprehensive review of detailed tally sheets for the CEO and other named executive officers. Tally sheets used for 2009 included all elements of executive compensation listed in the section

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under "Compensation Paid for Fiscal Year 2009", including potential compensation to our named executive officers in the event of change of control.

        The Compensation Committee, which is composed solely of independent members of the Board, operates under a Board-approved charter which spells out the Committee's duties and responsibilities. This charter is available on Agilent's website at http://media.corporate-ir.net/media_files/IROL/10/103274/CorpGov/Com pCommCharter_0707.pdf.

        The CEO and the Senior Vice President, Human Resources consider the responsibilities, performance and capabilities of each of the named executive officers and what compensation package they believe will incent each to achieve the targeted results for Agilent. The analysis used is a combination of the market data based on our peer group and the survey data mentioned above, performance against the targets, and overall performance assessment (resulting in a rank). The elements are used to determine if an increase is warranted and the amount and type of any increase for each of the total compensation components for the then-current fiscal year. After consulting with the Senior Vice President, Human Resources, the CEO makes compensation recommendations, other than for his own compensation, to the Compensation Committee at the first Compensation Committee meeting of the fiscal year. The Senior Vice President, Human Resources does not provide input on setting her own compensation.

        The Compensation Committee's process is also aided by F.W. Cook, who reports to the Compensation Committee. As noted above, theThe role of the independent compensation consultant is to measure and benchmark our executive officernon-employee director compensation against a certain peer group of companies (described above) with respect to totalappropriate compensation levels for positions comparable to our named executive officers and certain other positions.in the market. The independent compensation consultant recommends appropriate retainers, committee chair retainers, grant values and stock ownership guidelines to the appropriate range for base pay, discretionary bonuses, short-term incentive targets, and long-term incentive targets of the total compensation package.Compensation Committee. This information is reviewed, discussed and discussedfinalized at a Compensation Committee meeting. The consultant's information for compensation levels for the coming fiscal yearmeeting and a recommendation is used by the Compensation Committee to establish salary, discretionary bonus, any short-term incentive, long-term incentive and stock awards for our CEO, CFO and each of the other named executive officers.

        The Compensation Committee is responsible for determining the final compensation package for each named executive officer. However, in making its decision, the Compensation Committee considers the recommendations of management, its independent compensation consultant and our full Board (except the input of the CEO for his own compensation).

        Agilent's Senior Vice President, Human Resources works directly with the Compensation Committee Chair to provide the data and framework and to answer questions relatedmade to the CEO's total compensation.full Board. The CEO is not involved in the process to set his compensation. The Compensation Committee establishes the CEO's compensation based on a thorough review of the CEO's performance that includes: (i) an objective assessment against agreed-to metrics set by the Compensation Committee; (ii) tally sheets, (iii) a self-evaluation by the CEO that the Compensation Committee discusses with the independent directors; and (iv) a qualitative evaluation of the CEO's performance that is developed by the independent directors, including each member of the Compensation Committee, in executive session. The CEO's total direct compensation package is reviewed annually by the Compensation Committee, which then presents its recommendation to the other independent directors. The Compensation Committee thenfull Board makes the final determinationsdetermination on compensationnon-employee director compensation.

Nominating/Corporate Governance Committee

    The Nominating/Corporate Governance Committee proposes a slate of directors for election by Agilent’s stockholders at each annual meeting and recommends to the CEO.

Table of ContentsBoard candidates to fill any vacancies on the Board. It is also responsible for reviewing management succession plans, recommending to the Board the appropriate Board size and committee structure and developing and reviewing corporate governance principles applicable to Agilent.

Recoupment Policy

        In July 2009, the Compensation Committee adopted an Executive Compensation Recoupment Policy which applies to all of our executive officers under Section 16 of the Securities Exchange Act. Under this Policy, in the event of (A) a material restatement of financial results (which results were incorrect at the time published due to mistake, fraud or other misconduct), or (B) fraud or misconduct by an executive officer, the Compensation Committee will, in the case of a restatement, review all short and long-term incentive compensation awards that are paid or awarded to executive officers for performance periods beginning after July 14, 2009 that occur, in whole or in part, during the restatement period. In the case of fraud or misconduct, the    The Nominating/Corporate Governance Committee will consider actionsdirector candidates recommended for nomination by stockholders, provided that the recommendations are made in accordance with the procedures described in the section entitled “General Information About the Meeting” located at the end of this Proxy Statement. Candidates recommended for nomination by stockholders that comply with these procedures will receive the same consideration as other candidates recommended by the Nominating/Corporate Governance Committee.

CORPORATE GOVERNANCE

    Agilent typically hires a third party search firm to remedyhelp identify and facilitate the misconduct, prevent its recurrence,screening and impose discipline oninterview process of candidates for director. To be considered by the wrongdoers,Nominating/Corporate Governance Committee, a director nominee must have:

• a reputation for personal and professional integrity and ethics;
  
• executive or similar policy-making experience in each case, as relevant business or technology areas ornational prominence in an academic, government or other relevant field;
  
• breadth of experience;
  
• soundness of judgment;
  
• the Committee deems appropriate.

          If ability to make independent, analytical inquiries;
  

• the Compensation Committee concludes that,willingness and ability to devote the time required to perform Board activities adequately;
  
• the ability to represent the total corporate interests of Agilent; and
  
• the ability to represent the long-term interests of stockholders as a result of incorrect financial results, an executive officer has received more incentive compensation than he/she would have received under the restated financial results, or that fraud or misconduct warrants remedial actions, it may take such actions as it deems appropriate in its sole discretion after considering all relevant facts and circumstances. These actions may include without limitation, to the extent permitted by governing law, requiring reimbursement of compensation, causing the cancellation of outstanding restricted stock or deferred stock awards, stock options, and other equity incentive awards, limiting future awards or compensation, and requiring the disgorgement of profits realized from the sale of Agilent stock to the extent such profit was, in part or in whole, resulting from fraud or misconduct.

  Compensation Paid for Fiscal Year 2009whole.

    In addition to our four principal pay elements (base salary, discretionary bonuses, short-term incentive compensation and long-term incentive compensation), executive compensation at Agilent consiststhese minimum requirements, the Nominating/Corporate Governance Committee will also consider whether the candidate’s skills are complementary to the existing Board members’ skills; the diversity of the following components:

•

Benefits



•

HealthBoard in factors such as age, experience in technology, manufacturing, finance and welfare



•

Disability insurance



•

Life insurance



•

Financial counseling



•

Executive physical medical examination



•

Non-qualified deferred compensation



•

Pension plans



•

Change of control agreements

        For compensation paid to the named executive officers in fiscal year 2009, we targeted the 50^th to the 75^th percentile of peer group companies. The Compensation Committee chose this range in order to attract, retainmarketing, international experience and motivate our executives as well as provide rewards for such factors as job performance, skill set, prior experience, time in the position and/or with Agilent, and superior achievement in current business conditions. With this pay positioning, the Compensation Committee believes the company will achieve above 50^th percentile business

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performance against the peer groupculture; and the following illustrates that Agilent is approximately in the 50^th to 75^th percentile of the peer group based on revenue and market capitalization:

		Revenues (in millions) ($)			Market Capitalization on 10/31/2008 (in millions) ($)			Number of Employees as of 11/2/2009 (#)
25th Percentile		$	3,946.50		$	3,008.00			8,032
Median		$	5,867.00		$	4,633.00			14,762
75th Percentile		$	7,973.50		$	14,006.25			24,700
Agilent Technologies, Inc.		$	5,420.00		$	7,934.00			16,951

        Our named executive officers' target total compensationBoard’s needs for fiscal year 2009 varied from 88% to 144% of target benchmark data for each position, measured from the 50^th percentile, which means that the Compensationspecific operational, management or other expertise. The Nominating/Corporate Governance Committee looked at the benchmark data at the 50^th percentile, measured each named executive officer's compensation against that data and set compensation levels for each named executive officer above or at the 50^th percentile based on that named executive officer's overall performance ranking for fiscal year 2009.

        Our CEO's total compensation is approximately two times the total compensation of our CFO. Our Compensation Committee believes that based on market data, the CEO merits a larger total compensation package as a result of his significant additional responsibilities. The CEO's base salary in fiscal year 2009 was within our target of the 50th to the 75th percentile of the benchmark data of other CEOs in our peer group.

        For the CFO, the Compensation Committee considered peer group data for both the CFO and the COO positions when setting the total compensation for Mr. Dillon, in recognition of his additional job responsibilities that are more operational in nature and broader in scope than those of the average CFO. For fiscal year 2009, the CFO's total compensation was within our target of the 50^th and 75^th percentiles of the benchmark data for both the CFOs and COOs in our peer group.

Chief Executive Officer		Other Named Executive Officers (Average)

        Our executives' total compensation packages reflect Agilent's philosophy of aligning pay with performance and rewarding top talent. Accordingly, approximately 74% of our CEO's total direct compensation and 62% of our named executive officers' total direct compensation (non-equity incentive plan payouts, stock awards and option awards) is "at-risk"—which means that our executives' compensation varies year on year depending on Agilent's revenue, return on invested capital, absolute stock price performance, and relative total shareholder return versus our peers. Long-term incentive awards, which for fiscal year 2009 consisted primarily of stock options and performance-based stock awards, represent the largest element of pay for senior executives in order to encourage creation of lasting value for our stockholders by directly tying executive compensation to our success and our stockholders' interests.

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Base Salary

        Our salaries reflect the responsibilities of each named executive officer, the competitive market for comparable professionals in our industry, and are set to create an incentive for executives to remain with Agilent. Salaries as well as our benefits packages are the components of our named executive officers' compensation packages that are fixed and do not vary with company performance. Base salaries of our named executive officers are set by considering the benchmark market data described above as well as the performance of the named executive officers.

Short-Term Cash Incentives

        The Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees ("Performance-Based Compensation Plan") applies to our named executive officers and provides the opportunity for cash awards every six months linked to specific business financial targets. Agilent has two major lines of business, the Electronic Measurement Group ("EMG") and the Life Sciences and Chemical Analysis Group ("LSCA"). The business and financial targets for each fiscal year half are pre-established by the Compensation Committee at the beginning of each fiscal half, based on recommendations from management. After the Compensation Committee certifies the calculations of performance against metrics for the fiscal year half, payouts, if any, are made in cash. Metrics and goals cannot be changed after they have been approved by the Compensation Committee. The Performance-Based Compensation Plan reflects our pay-for-performance philosophy and directly ties short-term incentives to short-term business performance.

        For fiscal year 2009, the Performance-Based Compensation Plan targets were based on ROIC goals and revenue goals. ROIC was chosen as a metric because the Compensation Committee believes it measures how efficiently and effectively management deploys capital. We believe that sustained ROIC levels greater than our cost of capital create wealth for our stockholders. Revenue was chosen because it places focus on our continued growth. To determine the payout, we use payout matrices for eligible individuals at the Agilent, or business unit level. The payout matrices link the two metrics (ROIC and Revenue) and contain all payout possibilities from threshold to the maximum of both the metrics. Bonuses were not paid unless the ROIC threshold was achieved. The Compensation Committee determined the goals and metrics based upon recommendations from the CEO and Senior Vice President, Human Resources. The target metrics set for our short-term incentives and their corresponding results were as follows:

		ROIC																				Revenue
		First Half FY09										Second Half FY09										First Half FY09										Second Half FY09
		Target			Results			Achievement				Target			Results			Achievement				Target (Mil)			Results (Mil)			Achievement				Target (Mil)			Results (Mil)			Achievement
Agilent			19	%		9	%	Below Target					9	%		14	%	Above Target				$	2,766		$	2,257		Below Target				$	2,109		$	2,224		Above Target
EMG			15	%		-2	%	Below Target					-3	%		4	%	Above Target				$	1,632		$	1,234		Below Target				$	996		$	1,083		Above Target
LSCA			25	%		25	%	On Target					25	%		28	%	Above Target				$	1,134		$	1,023		Below Target				$	1,010		$	1,040		Above Target

        Our Compensation Committee set the monetary value of the fiscal year 2009 short-term incentive targets based on a percent of base salary for each named executive officer. The Compensation Committee also considered the relative responsibility of each named executive officer. In response to the economic downturn, as stated in the table above, our Compensation Committee approved target metrics that were lower for the second half of the fiscal year (when compared to the metrics set in the first half of the fiscal year) to motivate our executives to achieve realistic business goals. The Committee also lowered the maximum payouts for the second half of fiscal year 2009 from 200% to 150% of target to correspond to the lower targets. Each

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named executive officer's short-term incentive target for fiscal year 2009 was set between 70% and 140% of base salary (depending on his or her position), as follows:

Fiscal Year 2009 Short-Term Incentive Payout Table*

		First Half FY09						Second Half FY09
Name		Target Award (% of base salary)			Actual Award (% of base salary)			Target Award (% of base salary)			Actual Award (% of base salary)
William P. Sullivan			140	%		19	%		140	%		173	%
Adrian T. Dillon			85	%		11	%		85	%		105	%
D. Craig Nordlund			70	%		9	%		70	%		87	%
Ronald S. Nersesian			80	%		3	%		80	%		114	%
Michael R. McMullen			70	%		41	%		70	%		98	%
Nicolas Roelofs			70	%		61	%		70	%		77	%

---

*

The percentages set forth in this chart for each fiscal year half only apply to the base salary paid in that fiscal year half.

        These targets were established with reference to the 50^th to 75^th percentile of comparable positions at companies in our peer group, as discussed above. Considering both short-term incentive and base salary together, the Compensation Committee confirmed that the total cash awards (the sum of both base salary and short-term incentive) were also targeted with reference to the same competitive positioning. The detailed payouts are provided in the "Non-Equity Incentive Plan Compensation" column in the "Summary Compensation Table".

        For fiscal year 2010, subject to shareholder approval, Agilent is replacing its Former Performance-Based Compensation Plan with the Performance-Based Compensation Plan which, among other things, incorporates a strategic component as an objective performance criteria to reward performance tied to Agilent's corporate strategic plan. This Performance Based Compensation Plan for Covered Employees is contingent upon shareholder approval and further details are described in Proposal 3 on page 20.

Long-Term Incentives

        The Agilent long-term incentive program is designed to encourage creation of lasting value for our stockholders, retain qualified key employees, and build equity ownership among executives. By paying the awards in a combination of Agilent stock and stock options, the long-term rewards for executives are directly tied to our success in the creation and preservation of our stockholders' interests and long-term shareholder value.

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Setting Targets for Long-Term Incentives

        We set a single long-term incentive target for each named executive officer each fiscal year, which is then delivered in two components: (i) a non-qualified stock option, and (ii) a potential stock award under our LTP Program. Shares for both awards will be issued under the 1999 Stock Plan if the award was approved prior to March 11, 2009 and will be issued under the 2009 Stock Plan for awards approved thereafter. The purpose of the option grants is to motivate executives to achieve business results, which in turn increase stockholder value. The LTP Program stock awards and stock options are intended to drive our key executives to envision and pursue longer-term strategies that will enhance our competitive position against our peer group over time. The target value of the long-term incentive award is determined at the beginning of the then-current fiscal year for each named executive officer position and is partially derived from the peer group data provided by the Compensation Committee's independent compensation consultant and data from the Radford survey. The target value also reflects the Compensation Committee's judgment on the relative role of each named executive officer's position within Agilent, as well as the performance of each named executive officer.

        For fiscal year 2009, the Compensation Committee approved long-term incentive value targets for each named executive officer, expressed as a monetary amount that ranged between the 50^th to 75^th percentiles of long-term incentive awards for comparable executives at companies in our peer group. That monetary target was then converted into each long-term incentive vehicles as follows:

•

Approximately half the value of the long-term award was in the form of stock options, calculated by the Black-Scholes value using a 20-day average closing price of our common stock. The exercise price of the option was the fair market value (defined under our Stock Plan as the closing price of our common stock) on the date of grant. The options vest at the rate of 25% each year and contain other provisions identical to those stock options granted to non-executive employees.



•

The remaining value of the long-term award is a target stock award, delivered under the LTP Program, and determined by dividing the remaining value by the Monte-Carlo valuation factor as provided by Watson Wyatt. The target stock award may be earned at the end of a three-year performance cycle if the established performance metrics are achieved, as further described below. The resulting final stock payout award may range from 0 to 200% of the originally set target and, if earned, is awarded in the form of unrestricted shares.



•

Targeting approximately half of the long-term incentive value in stock options and half of the value in performance shares keeps focus on absolute stockholder value creation and Agilent's performance relative to its peers. In addition, the market data of our peer group supports this approach of delivering about half of the long-term incentive value in a stock option and half in a performance-based stock award.

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		Number & Type of Award
Name		Stock Options (#)(1)			Performance Stock Units (#)(1)			Restricted Stock Units (#)(3)			Total Target Value of Long Term- Incentive Awards ($)
William P. Sullivan			452,488			103,950			—		$	6,000,000
Adrian T. Dillon			173,453			39,847			—		$	2,300,000
D. Craig Nordlund			60,331			13,860			—		$	800,000
Ronald S. Nersesian(2)			106,375			23,973			20,000		$	1,624,200
Michael R. McMullen			71,644			16,458			20,000		$	1,274,200
Nicolas Roelofs			52,790			12,127			20,000		$	1,024,200

---

(1)

Most of the stock options and performance stock units were granted on November 18, 2008.

(2)

In addition to his stock option and performance stock unit grants on November 18, 2008, Mr. Nersesian was granted 4,916 performance stock units and 23,419 stock options on March 27, 2009 upon his promotion.

(3)

The Compensation Committee granted restricted stock units on March 27, 2009 to retain certain key executives.

        The Compensation Committee has established rolling three-year performance periods for determining the stock awards under our LTP Program to focus executives on Agilent's relative stock performance as compared to our peers over each three-year cycle, using relative total shareholder return ("TSR") as our metric. For purposes of these determinations, relative "TSR" reflects (i) the aggregate change in the 20-day average closing price of Agilent's stock versus each of the companies in Agilent's LTP Program peer group, plus (ii) the value (if any) returned to shareholders in the form of dividends or similar distributions, assumed to be reinvested on a pre-tax basis, each at the beginning and the end of the three-year performance period.

        Because performance shares are granted each year and are subject to a three-year performance period, multiple performance share awards are outstanding simultaneously and payouts made in any particular fiscal year may not correspond with Agilent stock performance during the most recent fiscal year. The Compensation Committee also sets performance measures and objective business criteria metrics for achieving the target awards at the beginning of the performance period. The actual results are calculated at the end of the three-year performance period by the Compensation Committee's independent compensation consultant and are presented to the Compensation Committee for review and certification of achievement of results. The Compensation Committee determines the final awards, if any.

Actual Long-Term Incentives Payout for Fiscal Year 2009

        After considering market practice and consulting with its independent compensation consultant, the Compensation Committee determined the following relationship of TSR performance and the final stock payout for the performance period from fiscal year 2007 to 2009:

Performance		Payout as a % of Target
Below 25th Percentile Rank (threshold)			0	%
25th Percentile Rank			25	%
50th Percentile Rank (target)			100	%
75th Percentile Rank and Above			200	%

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        These performance stock awards are completely "at-risk" compensation because Agilent's performance must be at or above the 25^th percentile in order for the individuals to receive a payout. The performance stock will then pay out linearly between each set of data points between:

•

The 25^th percentile and the 50^th percentile; and



•

The 50^th percentile and below the 75^th percentile.

        The individual long-term incentive award targets set at the beginning of fiscal year 2007 for the fiscal year 2007 through fiscal year 2009 performance period ("FY07-FY09") were between 81% and 163% of the target benchmark data. The specific targets are listed in the "Fiscal Year 2007-2009 LTP Program Payout Table" below.

        This Proxy Statement also reports the shares awarded for the FY07-FY09 performance period in the table "Option Exercises and Stock Vested at Fiscal Year-End" in the Performance Awards columns. The payout of these awards was made in November 2009 for the performance period concluded October 31, 2009, and is represented in the table below:

Fiscal year 2007 - 2009 LTP Program Results
Agilent TSR		-17.2%
TSR Relative Rank		50.9th percentile
Calculated Payout as a % of Target		104%

        The table below sets forth the targeted number of shares for the performance period FY07-FY09 and the share payout that resulted from achieving the 50.9^th percentile for TSR as compared to companies in our peer group during the performance period:

Fiscal Year 2007 - 2009 LTP Program Payout Table

Name		Target Awards (Shares)			Nov-09 Payout at 104% (Shares)			Payout at 104% ($)*
William P. Sullivan			83,200			86,528		$	2,549,115
Adrian T. Dillon			34,800			36,192		$	1,066,216
D. Craig Nordlund			10,600			11,024		$	324,767
Ronald S. Nersesian			8,333			8,666		$	255,300
Michael R. McMullen			5,667			5,893		$	173,608
Nicolas Roelofs			5,500			5,720		$	168,511

---

*

Reflects the November 18, 2009 closing price of Agilent common stock.

Equity Grant Practices

        The Compensation Committee generally makes grants of stock awards to our named executive officers at the first Compensation Committee meeting at the beginning of our fiscal year. Awards are neither timed to relate to the price of Agilent's stock nor timed to coordinate with the release of material non-public information although awards are generally given when Agilent's trading window is open. Awards to current employees are generally granted effective the date of the Compensation Committee meeting. Awards to new employees, including potential named executive officers, are typically made at the next regularly scheduled Compensation Committee meeting following the employee's start date.

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Benefits

        The Agilent global benefits philosophy is to provide named executive officers with protection and security through health and welfare, retirement, disability insurance and life insurance programs. During fiscal year 2009, the CEO and other named executive officers were eligible to receive the same benefits that are generally available to other Agilent employees.

        In addition to the company-wide benefits, Agilent's named executive officers have company-paid financial counseling through a third party service to assist with their personal finances. This service is provided to help our named executive officers manage processes that can be sensitive and time consuming. Named executive officers are also provided an executive physical examination, for which we cover the costs that are not otherwise covered under the executive's chosen health plan. We believe that the executive physical is a prudent measure to help ensure the health of our executives. Both the financial counseling and the executive physicals are benefits provided by our comparator companies and are available at a low, group cost to Agilent.

        Other than the financial counseling and the executive physicals (which are available for all of our executives, not only our named executive officers) mentioned above, there are no special perquisites for our named executive officers except for the occasional use by executive officers of company drivers to transport them and their family members to the airport for personal travel.

Deferred Compensation

        Our named executive officers are eligible to voluntarily defer base salary, short-term incentives in the form of awards under the Performance-Based Compensation Plan and long-term incentives in the form of stock awards under the LTP Program. The deferrals are made through our 2005 Deferred Compensation Plan which allows executives and other eligible employees to defer taxation on their voluntary deferrals, in excess of Internal Revenue Code limits. This is a common benefit arrangement offered by our peer companies.

        Payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year. Otherwise, payouts are distributed to eligible participants in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed. A participant in the LTP Program may elect to defer his or her shares that would otherwise be earned and distributed through our 2005 Deferred Compensation Plan. If that election is made, the LTP Program shares are deferred in the form of Agilent common stock only. At the end of the deferral period, the LTP Program shares are simply released to the executive. Agilent has allowed its named executive officers to make a one-time change to deferral elections made after January 1, 2005 in November 2009 during annual open enrollment pursuant to the phase-in provisions of Section 409A of the Internal Revenue Code.

        These benefits and additional description of plan features are set forth in the section entitled "Non-Qualified Deferred Compensation in Last Fiscal Year" below and the narrative descriptions accompanying this section.

Pension Plans

        We provide a pension plan, the Agilent Technologies, Inc. Retirement Plan ("Retirement Plan"), to our named executive officers, as well as other Agilent employees, as a means for long-term retention and retirement benefits. The Retirement Plan is an important benefit provided by Agilent that is not generally available within the high-technology sector and differentiates

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Agilent from many of our peer companies. In addition, we provide the Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (the "Supplemental Benefit Retirement Plan") to our named executive officers and other Agilent employees. The Supplemental Benefit Retirement Plan is an unfunded, non-qualified pension plan which pays amounts that would otherwise be due under the Retirement Plan, but which are limited under the tax-qualified Retirement Plan by Internal Revenue Code regulations.

        Additionally, Agilent provides the Agilent Technologies, Inc. Deferred Profit-Sharing Plan (the "Deferred Profit-Sharing Plan") that provides certain amounts to our named executive officers who provided services to our predecessor company, Hewlett-Packard Company ("Hewlett-Packard"), prior to November 1, 1993.

        These benefits are set forth in the table entitled "Pension Benefits" below and the narrative descriptions accompanying this table.

Policy Regarding Compensation in Excess of $1 Million a Year

        Section 162(m) of the Code generally disallows a tax deduction for compensation in excess of $1 million paid to our CEO and the three other most highly compensated named executive officers employed at the end of the year (other than our CFO). Certain compensation is specifically exempt from the deduction limit to the extent that it is "performance based" as defined in Section 162(m) of the Code. Our Compensation Committee considers the impact of Section 162(m) in setting and determining executive compensation because it is concerned with the net cost of executive compensation to Agilent (i.e., taking into account the tax treatment of the compensation), and its ability to effectively administer executive compensation in the long-term interests of stockholders. As a result, most of Agilent's compensation programs are designed to qualify for deductibility under Section 162(m), including but not limited to, the Performance-Based Compensation Plan and LTP Program. The short-term cash incentive awards for fiscal year 2009 and the long-term incentive awards described above are determined under the Performance-Based Compensation Plan and the LTP Program, respectively, and are intended to comply with the exception for performance-based compensation under Section 162(m). Please see Proposal 3 on page 20 for details regarding the Performance-Based Compensation Plan. Of course, in order to maintain flexibility in rewarding individual performance and contributions, the Compensation Committee will not limit all the amounts paid under all of Agilent's compensation programs to just those that qualify for tax deductibility. In addition, because of the fact-based nature of the performance-based compensation exception and the limited amount of binding guidance thereunder, Agilent cannot guarantee that compensation that is intended to comply with the performance-based compensation exception under Section 162(m) of the Code will in fact so qualify.

Stock Ownership Guidelines

        Our stock ownership guidelines are designed to encourage our named executive officers and other executive officers to achieve and maintain a significant equity stake in Agilent and more closely align his or her interests with those of our stockholders. The guidelines provide that the CEO, CFO and other executive officers should accumulate and hold, within five years from election to their executive officer positions, an investment level in Agilent's stock equal to a specified multiple of their annual base salary. In addition, each named executive officer must directly own a certain level of shares of Agilent stock. To further promote an alignment of management's interests with shareholders, the Compensation Committee enhanced our stock ownership guidelines in September 2009 by:

•

Increasing the number of shares of Agilent stock that must be directly held;

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•

A hold on 50% of all future net after-tax shares of Agilent stock vested or Agilent stock options exercised if stock ownership is less than 50% of the stock ownership guidelines after 5 years, subject to Compensation Committee approval; and



•

Changing the ownership guidelines to the lesser of the multiple of annual base salary or direct ownership of Agilent stock (as mentioned in the table below).

        The investment level as a multiple of annual base salary or direct ownership guidelines are set forth below:

Level		Investment Level = Multiple of Annual Base Salary			Direct Ownership of Agilent Stock (# of Shares)
CEO			5X			200,000
CFO			3X			80,000
All other executive officers			3X			40,000

        An annual review is conducted to assess compliance with the revised guidelines. By the end of fiscal year 2009, all of our named executive officers had either met or were on track to reach their stock ownership guideline requirements within the applicable timeframe.

Termination and Change of Control

        The Compensation Committee adopted change of control agreements in order to keep executive officers focused on the best interests of stockholders at a time that would otherwise cause lack of focus due to personal economic exposure and extreme turmoil for Agilent. They are designed to provide some measure of protection to the named executive officers so that they are not distracted by their personal, professional and financial situations at a time when Agilent needs them to remain focused on their responsibilities, Agilent's best interests and those of all its stockholders. Consistent with the practice of a substantial number of companies in our peer group, these agreements provide for a "double trigger" payout only in the event there is a change in control and the executive officer is either terminated from his or her position or moved into a position that represents a substantial change in responsibilities within a limited period of time after the transaction (i.e. these agreements do not become operative unless both events occur).

        In, 2009, the Committee amended our forms of Change of Control Agreement to remove tax restoration payments for parachute payments. These amended forms of agreements will be entered into with newly-hired, appointed, promoted or demoted officers from and after July 14, 2009. Until an existing officer is promoted or demoted (if applicable), such officer's existing Change of Control Agreements will not be amended. In addition, Agilent does not provide tax gross-up payments on perquisites.

        Potential payments to our named executive officers in the event of a change of control under our revised Change of Control Agreements are reported in the "Termination and Change of Control Table".

        In addition, we have a Workforce Management Program in place that is applicable to all Agilent's employees, including the named executive officers. Although employment security is tied to competitive realities as well as individual results and performance, from time to time reviews the appropriate skills and characteristics required of board members, including factors that it seeks in board members such as diversity of business circumstances will dictate the needexperience, viewpoints and, personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board of Directors. In evaluating potential candidates for Agilent to reduce its workforce. The Workforce Management Program is intended to assist employees affected by restructuring by providing transition income in the form of severance benefits.

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COMPENSATION COMMITTEE REPORT

        Agilent's executive compensation program is administered by the Compensation Committee of the Board (the "Compensation Committee"). The Compensation Committee, which is composed entirely of independent, non-employee directors, is responsible for approving and reporting to the Board on all elements of compensation for the executive officers. In this regard, the Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this Proxy Statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors, the Nominating/Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. The search firm screens the "Compensation Discussioncandidates, does reference checks, prepares a biography for each candidate for the Nominating/Corporate Governance Committee to review and Analysis" section be included in Agilent's 2009 Annual Report on Form 10-Khelps set up interviews. The Nominating/Corporate Governance Committee and in this Proxy Statement.

Submitted by:

Compensation Committee

David M. Lawrence, M.D., Chairperson
Paul N. Clark
Koh Boon Hwee
A. Barry Rand

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EXECUTIVE COMPENSATION

Summary Compensation Table

        Agilent's named executive officers for fiscal 2009 include Agilent's (i) President andAgilent’s Chief Executive Officer (ii) interview candidates that meet the criteria, and the Nominating/Corporate Governance Committee selects candidates that best suit the Board’s needs. We do not use a third party to evaluate current Board members.

    The Nominating/Corporate Governance Committee also administers Agilent’s Related Person Transactions Policy and Procedures. See “Related Person Transactions Policy and Procedures” for more information.

Executive Vice President, Finance and Administration, and Chief Financial Officer, and (iii) three other mostly highly compensated executive officers who were serving as executive officers atCommittee

    The Executive Committee meets or takes written action when the end of fiscal 2009, plus one former executive officer for whom disclosure would have been required had he continued serving as an executive officer through the end of fiscal 2009.

Summary Compensation Table
Name and Principal Position			Year			Salary ($)			Bonus ($)(1)			Stock Awards ($) (2)(3)(5)			Option Awards ($) (2)(4)(5)			Non-Equity Incentive Plan Compensation ($)(6)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)			All other Compensation ($)(8)			Total ($)
William P. Sullivan				2009		$	907,500		$	0		$	2,717,014		$	2,611,554		$	949,618		$	356,518		$	28,312		$	7,570,515
	President and Chief			2008		$	986,667		$	0		$	3,735,976		$	2,723,847		$	1,305,563		$	385,487		$	28,537		$	9,166,077
	Executive Officer			2007		$	946,874		$	650		$	10,256,517		$	2,737,812		$	618,846		$	404,287		$	43,362		$	15,008,348
Adrian T. Dillon				2009		$	641,663		$	0		$	1,393,996		$	1,152,647		$	407,662		$	120,920		$	25,380		$	3,742,268
	Executive Vice President,			2008		$	699,996		$	0		$	1,638,617		$	895,120		$	627,775		$	116,294		$	24,114		$	4,001,916
	Finance and			2007		$	699,996		$	525,100		$	4,153,003		$	700,146		$	322,993		$	121,130		$	544,446		$	7,066,814
	Administration and
	Chief Financial Officer
D. Craig Nordlund(9)				2009		$	389,587		$	0		$	362,269		$	348,203		$	203,834		$	1,761		$	1,549,961		$	2,855,615
	Former Senior Vice			2008		$	425,004		$	0		$	543,390		$	396,191		$	313,863		$	(1,683	)	$	22,622		$	1,699,388
	President, General			2007		$	425,004		$	650		$	1,729,136		$	348,259		$	149,963		$	(2,495	)	$	35,440		$	2,685,957
	Counsel and Secretary
Ronald S. Nersesian(10)				2009		$	413,125		$	0		$	588,777		$	382,339		$	271,597		$	92,232		$	25,075		$	1,773,146
	Senior Vice President,			2008		$	397,875		$	0		$	469,569		$	267,038		$	239,050		$	79,307		$	24,523		$	1,477,363
	Agilent, and President,
	Electronic Measurement
	Group
Michael R. McMullen(11)				2009		$	334,583		$	0		$	443,954		$	287,758		$	254,609		$	171,067		$	107,468		$	1,599,439
	Senior Vice President,
	Agilent and President,
	Chemical Analysis
	Group
Nicolas Roelofs(11)				2009		$	334,583		$	0		$	558,015		$	267,264		$	250,882		$	56,151		$	22,235		$	1,489,130
	Senior Vice President,
	Agilent and President,
	Life Sciences Group

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(1)

NoneBoard is not otherwise meeting. The Committee has full authority to act on behalf of the executive officers receivedBoard, except that it cannot amend Agilent’s Bylaws, recommend any service awardsaction that requires the approval of the stockholders, fill vacancies on the Board or bonuses for fiscal year 2009.

(2)

Reflectsany Board committee, fix director compensation, amend or repeal any non-amendable or non-repealable resolution of the expense recognized for financial statement reporting purposes in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" (SFAS No. 123(R)) ("FAS 123(R)"). The assumptions used in calculating the expense include the following: fair value, volatility, risk free rate of return, expected term and dividend, which are provided in additional detail in the table below.

(3)

Amounts consist of expenses relating to multiple performance share awards that are outstanding simultaneously for each named executive officer under the LTP Program and restricted stock unit awards to Mr. Nersesian, Mr. McMullen, and Mr. Roelofs, as described in "Compensation Discussion and Analysis—Long-Term Incentives."

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(4)

Amounts consist of expenses relating to option awards granted under the 1999 Stock Plan granted at an exercise price equalBoard, declare a distribution to the closing price of Agilent common stock on the date of grant.

(5)

The expenses listed in these columns include expenses for stock awards and options awarded in accordance with the LTP Program and 2009 Stock Plan, as shown in the table below.

(6)

Amounts consist of incentive awards earned by the named executive officers during fiscal year 2009 under the Performance-Based Compensation Plan for Covered Employees.

(7)

Amounts represent the change in pension value for the following Agilent sponsored pension plans: Agilent Technologies, Inc. Deferred Profit-Sharing Plan, Agilent Technologies, Inc. Retirement Plan and Agilent Technologies, Inc. Supplemental Benefit Retirement Plan.

(8)

Amounts reflect (i) $9,800 contributions each allocated by Agilent to Mr. Sullivan, Mr. Dillon, Mr. Nersesian and Mr. Roelofs, $9,526 for Mr. McMullen and $9,638 for Mr. Nordlund pursuant to the Agilent Technologies, Inc. 401(k) Plan for the calendar year 2009, (ii) $17,300 for Mr. Sullivan, $13,450 for Mr. Dillon, $13,450 for Mr. Nordlund, $14,070 for Mr. Nersesian, $12,890 for Mr. McMullen, and $11,810 for Mr. Roelofs for services incurred from The Ayco Company, LP, the provider designated by Agilent to provide financial counseling services to our named executive officers, (iii) travel expenses fees of $462 for Mr. Sullivan, $1,130 for Mr. Dillon, $873 for Mr. Nordlund, $205 for Mr. Nersesian, and $411 for Mr. McMullen for use of Agilent drivers and vehicles for personal travel to the airport, (iv) $83,641 for Mr. McMullen for his relocation from his assignment, (v) reimbursement of $750 for Mr. Sullivan, $1,000 for Mr. Dillon, $1,000 for Mr. Nordlund, $1,000 for Mr. Nersesian, $1,000 for Mr. McMullen, and $625 for Mr. Roelofs for contribution to a health savings account, and (vi) a one-time severance payout for Mr. Nordlund in the amount of $1,525,000.

(9)

Mr. Nordlund announced his retirement from Agilent as an officer on May 26, 2009, and entered into a Separation Agreement and General Release with Agilent dated as of May 28, 2009. His employment with Agilent ended October 31, 2009.

(10)

Mr. Nersesian was not a named executive officer in the Company's 2008 Proxy Statement, Therefore, this table does not provide fiscal 2007 compensation data for Mr. Nersesian.

(11)

Messrs. McMullen and Roelofs were not named executive officers in the Company's 2008 and 2009 Proxy Statements. Therefore, this table does not provide fiscal 2007 and fiscal 2008 compensation data for Messrs. McMullen and Roelofs.

        The following table itemizes the fiscal year 2009 expense recorded for the "Stock Awards" and "Option Awards" columns of the "Summary Compensation" table.

Long-term Incentive Awards
		Long Term Performance Program																														Restricted Stock Units
		FY05 - FY07						FY06 - FY08						FY07 - FY09						FY08 - FY10						FY09 - FY11						FY06			FY07			FY09			Total FY09 Expense
		Stock Awards			Option Awards			Stock Awards			Option Awards			Stock Awards			Option Awards			Stock Awards			Option Awards			Stock Awards			Option Awards			Stock Awards			Stock Awards			Stock Awards			Stock Awards			Option Awards
Mr. Sullivan			—			—			—			—			—			—			—			—			2,717,014			2,611,554			—			—			—			2,717,014			2,611,554
Mr. Dillon			—			2,123			—			271,102			535,778			290,009			528,689			288,198			329,529			301,215			—			—			—			1,393,996			1,152,647
Mr. Nordlund			—			—			—			—			—			—			—			—			362,269			348,203			—			—			—			362,269			348,203
Mr. Nersesian			—			2,907			—			52,841			128,300			69,447			229,871			125,300			182,394			131,844			—			—			48,212			588,777			382,339
Mr. McMullen			—			2,093			—			46,239			87,243			47,224			172,394			93,975			136,105			98,227			—			—			48,212			443,954			287,758
Mr. Roelofs			—			—			—			61,340			84,677			45,835			160,906			87,715			100,289			72,375			27,102			136,829			48,212			558,015			267,264

        Expenses for Messrs. Sullivan and Nordlund for option awards were accrued during the initial year that the options were granted since each is eligible for retirement under Agilent's retirement policy and such retirement would result in the acceleration of the unvested portions of

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these grants in such year in accordance with FAS 123(R). As a result, the above table does not show option award expenses for FY04-FY06, FY05-FY07, FY06-FY08 and FY07-FY09, because they were expensed in prior years. We did not make any performance stock awards to any named executive officers until fiscal 2006.

FAS 123(R) and FAS 123 Assumptions

        The following table sets forth the weighted average FAS 123(R) assumptions used in 2005 to 2009 in the calculation of the stock awards and option awards presented in our "Summary Compensation Table". For all periods presented, the fair value of share-based awards for employee stock options awards was estimated using the Black-Scholes option pricing model. In 2009, 2008, 2007 and 2006, shares granted under the LTP Program were valued using a Monte Carlo simulation. In 2005, shares granted under the LTP Program were valued using the variable accounting method under APB No. 25. In 2009 and 2007, the estimated fair value of restricted stock unit awards was determined based on the market price of our common stock on the date of grant.

			Years Ended October 31,
			2009			2008			2007			2006			2005
Stock Option Plans:
	Weighted average risk-free interest rate			2.32	%		3.20	%		4.60	%		4.45	%		3.40	%
	Dividend yield			0	%		0	%		0	%		0	%		0	%
	Weighted average volatility			32	%		33	%		30	%		26	%		39	%
	Expected life			4.4 yrs			4.6 yrs			4.6 yrs			4.25 yrs			4 yrs
LTPP:
	Volatility of Agilent shares			33	%		27	%		31	%		28	%		N/A
	Volatility of selected peer-company shares			17-62	%		17%-52	%		15%-57	%		23%-82	%		N/A
	Price-wise correlation with selected peers			35	%		24	%		29	%		50	%		N/A

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Grants of Plan-Based Awards in Last Fiscal Year

        The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers during fiscal year 2009. For more information please refer to the "Compensation Discussion and Analysis".

Grants of Plan-Based Awards in Fiscal Year 2009
																							All Other Option Awards: Number of Securities Underlying Options (#)(3)
					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)																								Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards ($)
														Estimated Payouts Under Equity Incentive Plan Awards(2)
																										All Other Stock Awards (#)
Name		Grant Date			Threshold ($)			Target ($)			Maximum ($)			Threshold ($)			Target ($)			Maximum ($)
William P. Sullivan			11/18/2008		$	69,300		$	693,000		$	1,386,000		$	493,763		$	1,975,050		$	3,950,100			452,488			—		$	19.00		$	2,611,553
			5/19/2009		$	69,300		$	693,000		$	1,039,500			—			—			—			—			—			—			—
Adrian T. Dillon			11/18/2008		$	29,750		$	297,500		$	595,000		$	189,273		$	757,093		$	1,514,186			173,453			—		$	19.00		$	1,001,091
			5/19/2009		$	29,750		$	297,500		$	446,250			—			—			—			—			—			—			—
D. Craig Nordlund			11/18/2008		$	14,875		$	148,750		$	297,500		$	78,176		$	312,702		$	625,404			71,644			—		$	19.00		$	413,496
			5/19/2009		$	14,875		$	148,750		$	223,125			—			—			—			—			—			—			—
Ronald S. Nersesian			11/18/2008		$	18,600		$	186,000		$	372,000		$	90,521		$	362,083		$	724,166			82,956			—		$	19.00		$	478,784
			3/27/2009			—			—			—		$	19,922		$	93,404		$	186,808			23,419			20,000		$	16.21		$	445,973
			5/19/2009		$	18,600		$	186,000		$	279,000			—			—			—			—			—			—			—
Michael R. McMullen			11/18/2008		$	12,775		$	127,750		$	255,500		$	57,603		$	230,413		$	460,826			52,790			—		$	19.00		$	304,680
			3/27/2009			—			—			—			—			—			—			—			20,000			—		$	324,200
			5/19/2009		$	12,775		$	127,750		$	191,625			—			—			—			—			—			—			—
Nicolas Roelofs			11/18/2008		$	12,775		$	127,750		$	255,500		$	57,603		$	230,413		$	460,826			52,790			—		$	19.00		$	304,680
			3/27/2009			—			—			—			—			—			—			—			20,000			—		$	324,200
			5/19/2009		$	12,775		$	127,750		$	191,625			—			—			—			—			—			—			—

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(1)

Reflects the value of the potential payout targets for fiscal year 2009 pursuant to the annual award program under Agilent's Performance-Based Compensation Plan. Actual payout amounts under this plan are disclosed in the "Summary Compensation Table."

(2)

Reflects the value of potential payout of the target number of performance shares granted in fiscal year 2009 for the FY09 through FY11 performance period under Agilent's LTP Program. Actual payout of these awards, if any, will bestockholders except at rates determined by the Compensation Committee after the end of the performance period depending on whether the performance criteria set forth in Agilent's LTP Program were met. Payout, ifBoard, appoint other committees or take any willaction not permitted under Delaware law to be in the form of Agilent common stock. Please see section entitled "Long-Term Incentives" for disclosure regarding material terms of the LTP Program.

(3)

Reflects options granted in fiscal year 2009 under the 1999 Stock Plan in accordance with Agilent's long-term incentive goals as described in the "Compensation Discussion and Analysis—Long-Term Incentives." Such options vest at 25% per year over four years.

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Outstanding Equity Awards at Fiscal Year-End

        The following table provides information on the current holdings of options, restricted stock awards and restricted stock units by our named executive officers as of October 31, 2009.

Outstanding Equity Awards at Fiscal Year 2009 Year End
					Option Awards(1)																		Stock Awards
																							Equity Incentive Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)			Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
											Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
					Number of Securities Underlying Unexercised Options (#)
																	Option Vesting Date (2)
		Grant Date												Option Exercise Price ($)						Option Expiration Date
Name					Exercisable			Unexercisable
William P. Sullivan			12/14/2000			210,029			0			n/a		$	56.04						12/13/2010					$	0
			11/26/2001			315,044			0			n/a		$	24.45						11/25/2011					$	0
			11/18/2003			89,262			0			n/a		$	27.16			11/18/2004			11/17/2013					$	0
			11/16/2004			133,893			0			n/a		$	21.72			11/16/2005			11/15/2014					$	0
			3/1/2005			22,578			0			n/a		$	23.16			3/1/2006			2/28/2015					$	0
			11/15/2005			168,233			56,078			n/a		$	33.04			11/15/2006			11/14/2015					$	0
			11/15/2006			124,800			124,800			n/a		$	33.14			11/15/2007			11/14/2016					$	0
			11/19/2007			57,773			173,319			n/a		$	35.80			11/19/2008			11/18/2017					$	0
			11/18/2008			0			452,488			n/a		$	19.00			11/18/2009			11/17/2018					$	0
			11/19/2007																					77,031		$	1,905,747
			11/18/2008																					103,950		$	2,571,723
Total						1,121,612			806,685															180,981		$	4,477,470
Adrian T. Dillon			12/3/2001			210,029			0			n/a		$	26.00						12/2/2011					$	0
			11/19/2002			262,536			0			n/a		$	15.14						11/18/2012					$	0
			11/18/2003			56,707			0			n/a		$	27.16			11/18/2004			11/17/2013					$	0
			11/16/2004			84,011			0			n/a		$	21.72			11/16/2005			11/15/2014					$	0
			11/15/2005			85,061			28,354			n/a		$	33.04			11/15/2006			11/14/2015					$	0
			11/15/2006			52,200			52,200			n/a		$	33.14			11/15/2007			11/14/2016					$	0
			11/19/2007			24,159			72,480			n/a		$	35.80			11/19/2008			11/18/2017					$	0
			11/18/2008			0			173,453			n/a		$	19.00			11/18/2009			11/17/2018					$	0
			11/19/2007																					32,213		$	796,950
			11/18/2008																					39,847		$	985,815
Total						774,703			326,487															72,060		$	1,782,764
D. Craig Nordlund			11/18/1999			98,733			0			n/a		$	28.57						11/17/2009					$	0
			12/3/1999			21,002			0			n/a		$	42.86						12/2/2009					$	0
			12/14/2000			78,761			0			n/a		$	56.04						12/13/2010					$	0
			11/26/2001			75,516			0			n/a		$	24.45						11/25/2011					$	0
			11/19/2002			105,014			0			n/a		$	15.14						11/18/2012					$	0
			11/18/2003			24,153			0			n/a		$	27.16			11/18/2004			11/17/2013					$	0
			11/16/2004			29,929			0			n/a		$	21.72			11/16/2005			11/15/2014					$	0
			11/15/2005			26,148			8,716			n/a		$	33.04			11/15/2006			11/14/2015					$	0
			11/15/2006			15,875			15,875			n/a		$	33.14			11/15/2007			11/14/2016					$	0
			11/19/2007			8,403			25,210			n/a		$	35.80			11/19/2008			11/18/2017					$	0
			11/18/2008			0			60,331			n/a		$	19.00			11/18/2009			11/17/2018					$	0
			11/19/2007																					11,204		$	277,187
			11/18/2008																					13,860		$	342,896
Total						483,534			110,132															25,064		$	620,083
Ronald S. Nersesian			6/17/2002			6,563			0			n/a		$	23.54						6/16/2012					$	0
			1/26/2004			26,253			0			n/a		$	31.93			1/26/2005			1/25/2014					$	0
			1/24/2005			13,127			0			n/a		$	20.62			1/24/2006			1/23/2015					$	0
			1/17/2006			15,751			5,251			n/a		$	31.93			1/17/2007			1/16/2016					$	0
			11/15/2006			12,500			12,500			n/a		$	33.14			11/15/2007			11/14/2016					$	0
			11/19/2007			10,504			31,513			n/a		$	35.80			11/19/2008			11/18/2017					$	0
			11/18/2008			0			82,956			n/a		$	19.00			11/18/2009			11/17/2018					$	0
			3/27/2009			0			23,419			n/a		$	16.21			3/27/2009			3/26/2019					$	0
			11/19/2007																					14,006		$	346,508
			11/18/2008																					19,057		$	471,470
			3/27/2009																					4,916		$	121,622
			3/27/2009																					20,000		$	494,800
Total						84,698			155,639															57,979		$	1,434,400

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Outstanding Equity Awards at Fiscal Year 2009 Year End
					Option Awards(1)																		Stock Awards
																							Equity Incentive Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)			Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
											Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
					Number of Securities Underlying Unexercised Options (#)
																	Option Vesting Date (2)
		Grant Date												Option Exercise Price ($)						Option Expiration Date
Name					Exercisable			Unexercisable
Michael R. McMullen			11/26/2001			12,601			0			n/a		$	24.45						11/25/2011					$	0
			11/19/2002			7,702			0			n/a		$	15.14						11/18/2012					$	0
			12/22/2003			42			0			n/a		$	26.83			12/22/2004			5/16/2010					$	0
			12/22/2003			1,050			0			n/a		$	26.83			12/22/2004			6/14/2011					$	0
			12/22/2003			1,554			0			n/a		$	26.83			12/22/2004			2/3/2010					$	0
			12/22/2003			2,870			0			n/a		$	26.83			12/22/2004			11/12/2010					$	0
			1/26/2004			26,253			0			n/a		$	31.93			1/26/2005			1/25/2014					$	0
			1/24/2005			18,902			0			n/a		$	20.62			1/24/2006			1/23/2015					$	0
			1/17/2006			13,782			4,595			n/a		$	31.93			1/17/2007			1/16/2016					$	0
			11/15/2006			8,500			8,500			n/a		$	33.14			11/15/2007			11/14/2016					$	0
			11/19/2007			7,878			23,635			n/a		$	35.80			11/19/2008			11/18/2017					$	0
			11/18/2008			0			71,644			n/a		$	19.00			11/18/2009			11/17/2018					$	0
			11/19/2007																					10,504		$	259,869
			11/18/2008																					16,458		$	407,171
			3/27/2009																					20,000		$	494,800
Total						101,134			108,374															46,962		$	1,161,840
Nicolas Roelofs			7/18/2006			19,689			6564			n/a		$	26.99			7/18/2007			7/17/2016					$	0
			11/15/2006			8,250			8,250			n/a		$	33.14			11/15/2007			11/14/2016					$	0
			11/19/2007			7,353			22,059			n/a		$	35.80			11/19/2008			11/18/2017					$	0
			11/18/2008			0			52,790			n/a		$	19.00			11/18/2009			11/17/2018					$	0
			9/17/2007																					7,500		$	185,550
			11/19/2007																					9,804		$	242,551
			11/18/2008																					12,127		$	300,022
			3/27/2009																					20,000		$	494,800
Total						35,292			89,663															49,431		$	1,222,923

---

(1)

Pursuantdelegated to the anti-dilution provisions in Agilent's 1999 Stock Plan, the number of shares and exercise prices related to the listed stock options with grant dates prior to November 1, 2006 were adjusted to maintain their aggregate economic value in connection with the spin-off of Verigy on October 31, 2006.

(2)

Each option is exercisable in four equal annual installments beginning on the first anniversary of the date of the grant, except those options granted on December 22, 2003. The options granted on December 22, 2003 were part of the option exchange completed in 2003 and are exercisable in two equal annual installments beginning on the first anniversary of the date of grant. The date shown in this column reflects the first vesting date.

(3)

Amounts reflect multiple unvested performance share awards that are outstanding simultaneously as of the end of fiscal year 2009 for each named executive officer under the LTP Program, except the 20,000 restricted stock unit awards granted to Mr. Nersesian, Mr., McMullen and Mr. Roelofs on March 27, 2009, and the 7,500 restricted stock unit awards granted to Mr. Roelofs on September 17, 2007. Each restricted stock unit award vests in four equal annual installment beginning on the first anniversary of the date of grant. See the "Compensation Discussion and Analysis."

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Option Exercises and Stock Vested at Fiscal Year-End

        The following table sets forth information on stock option exercises and stock vesting in fiscal year 2009 and the value realized on the date of exercise, if any, by each of our named executive officers.

Option Exercises and Stock Vested in Fiscal Year 2009
		Option Awards						Restricted Stock & Restricted Stock Units						Performance Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Awards Acquired Upon Vesting (#)			Value Realized on Vesting ($)			Number of Awards Acquired Upon Vesting (#)(1)			Value Realized on Vesting ($)(2)
William P. Sullivan			—			—			—			—			189,710		$	4,509,573
Adrian T. Dillon			—			—			—			—			88,362		$	2,057,446
D. Craig Nordlund			—			—			—			—			26,964		$	627,627
Ronald S. Nersesian			—			—			—			—			18,326		$	438,840
Michael R. McMullen			—			—			—			—			14,345		$	334,196
Nicolas Roelofs			—			—			5,110		$	135,343			5,720		$	168,511

---

(1)

Amounts reflect the aggregate of (i) performance shares granted in our fiscal year 2006 pursuant to Agilent's LTP Program for fiscal year 2006 through fiscal year 2008 ("FY06-FY08") performance period and paid out in fiscal year 2009 as follows: Mr. Sullivan, 103,182 shares, Mr. Dillon, 52,170 shares, Mr. Nordlund, 15,940 shares, Mr. Nersesian, 9,660 shares, and Mr. McMullen, 8,452 shares, and (ii) performance shares granted in fiscal year 2007 pursuant to the LTP Program for the FY07-FY09 performance period and paid out in calendar year 2009 as follows: Mr. Sullivan, 86,528 shares, Mr. Dillon, 36,192 shares, Mr. Nordlund, 11,024 shares, Mr. Nersesian, 8,666 shares, Mr. McMullen, 5,894 shares, and Mr. Roelofs, 5,720 shares.

(2)

The market value of these awards is based on the closing price of Agilent's common stock on the release dates as follows: (i) FY06-FY08 performance period released on November 18, 2008 include the following: Mr. Sullivan, $1,960,458, Mr. Dillon, $991,230, Mr. Nordlund, $302,860, Mr. Nersesian, $183,540, and Mr. McMullen, $160,588, and (ii) FY07-FY09 performance period released on November 18, 2009 include the following: Mr. Sullivan, $2,549,115, Mr. Dillon, $1,066,216, Mr. Nordlund, $324,767, Mr. Nersesian, $255,300, Mr. McMullen, $173,608, and Mr. Roelofs, $168,511. This methodology was adopted by our Compensation Committee in fiscal 2004 based on advice from our then compensation consultant, Mercer HR Consulting.

Pension Benefits

        The following table shows the estimated present value of accumulated benefits payable including years of credited service payable on retirement to our named executive officers under the Deferred Profit-Sharing Plan ("DPSP"), the Retirement Plan and the Supplemental Benefit Retirement Plan. To calculate the number of years of an eligible employee's service, the pension plans will bridge each eligible employee's service, if any, with Hewlett-Packard Company to that eligible employee's service with Agilent; the years of service will reflect employment service from both Hewlett-Packard and Agilent. The cost of all three plans is paid entirely by Agilent. The present value of accumulated benefit is calculated using the assumptions under Statement of Financial Accounting Standards No. 87, "Employers Accounting for Pensions" ("SFAS 87") for the fiscal year end measurement (as of October 31, 2009). The present value is based on a lump sum interest rate of 6.00%, DPSP rate of return of 7.5% and the "applicable mortality table" described in section 417(e)(3) of the Internal Revenue Code. See also Note 14 to Agilent's consolidatedcommittee.

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CORPORATE GOVERNANCE

financial statements in its Annual Report on Form 10-K for the fiscal year ended October 31, 2009, as filed with the SEC on December 21, 2009.

Pension Benefits
				Agilent Technologies, Inc.
Name		Eligible for Full Retirement Benefits?		Deferred Profit-Sharing Plan ($)			Retirement Plan ($)			Supplemental Benefit Plan ($)			Number of Years of Service (#)			Payments During Last Fiscal Year ($)			Present Value of Accumulated Benefit ($)
William P. Sullivan		Yes		$	596,148		$	415,100		$	3,459,478			30		$	0		$	4,470,726
Adrian T. Dillon		No		$	0		$	246,501		$	622,652			8		$	0		$	869,153
D. Craig Nordlund		Yes		$	834,280		$	408,780		$	729,845			30		$	0		$	1,972,904
Ronald S. Nersesian		No		$	0		$	211,331		$	192,114			7		$	0		$	403,446
Michael R. McMullen		No		$	190,887		$	559,562		$	435,836			25		$	0		$	1,186,285
Nicolas Roelofs		No		$	0		$	93,077		$	69,488			3		$	0		$	162,566

Retirement Plan

        The Retirement Plan guarantees a minimum retirement benefit in the form of monthly payment beginning at the normal age (age 65) set forth in the Retirement Plan. This benefit is calculated using a formula that is based on the employees highest average pay rate (based on the highest average earnings in any 20 consecutive fiscal quarters), final average compensation (the lesser of (i) the final 12 consecutive fiscal quarters' earnings up to the social security wage base and (ii)covered compensation, which is the 35 year average of the social security wage bases ending in the year of social security retirement), and the total years of credited service at Agilent and Hewlett-Packard (up to a maximum of 30 years).

        The monthly retirement benefit beginning at age 65 (or later if retired after age 65) is determined as follows:

[1.5% × highest average pay rate × years of credited service] - [0.6% × final average compensation × years of credited service]

        The reduction based on 0.6% of the final average compensation recognizes Agilent's contribution through payroll taxes towards social security benefits; although it does not represent the actual amount of the social security benefit an employee will receive.

        Benefits under the Retirement Plan are payable at the normal retirement age set forth in the plan (age 65) or upon termination or retirement, if later, and as either a) a single life annuity for single participants or as b) a 50% joint and survivor annuity for married participants. However, a participant may elect to receive payments at any time following termination or retirement and in the above forms or as an actuarially equivalent option form (75% or 100% joint and survivor annuities or as a one-time lump sum payment). Payments made prior to age 65 will be reduced in accordance with the plan provisions.

        All regular full-time or regular part-time employees automatically become participants in the Retirement Plan on the May 1 or November 1 following completion of two years of service.

        Periodically, Agilent has reviewed the Retirement Plan to check its competitiveness and cost effectiveness. The most recent review determined that the Company's plan design and costs differed significantly from plans provided by peer companies and companies that are product competitors. For these reasons, effective November 1, 2009 the Retirement Plan formula will

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calculate, on a monthly basis, a lump sum benefit payable at the Plan's normal retirement age, based on the formula below:

(11% × monthly base pay) + (5% × monthly base pay above the Social Security Wage Base)

        Employees who have 15 or more years of service will receive 14%, rather than 11% in the above formula.

Deferred Profit-Sharing Plan

        The Deferred Profit-Sharing Plan is a closed, defined contribution plan. The Deferred Profit-Sharing Plan was created by Hewlett-Packard and covers participants' service with Hewlett-Packard before November 1, 1993 and is used as a floor offset for the Retirement Plan for service prior to November 1, 1993. There have been no contributions into the plan since October 31, 1993.

        For service prior to November 1, 1993 (if any), the benefit due is the greater of (i) the benefit defined by the Retirement Plan formula, and (ii) the annuity value of the Deferred Profit-Sharing Plan account balance. Therefore, for service prior to November 1, 1993, the Retirement Plan guarantees a minimum retirement benefit.

        Benefits under the Deferred Profit-Sharing Plan are payable at the plan's normal retirement age (age 65) or upon termination or retirement, if later, and as either (i) a single life annuity for single participants, or (ii) a 50% joint and survivor annuity for married participants. However, a participant may elect to receive payments at any time following termination or retirement and in the above forms or as 75% or 100% joint and survivor annuities or as a one-time lump sum payment.

Supplemental Benefit Retirement Plan

        The Supplemental Benefit Retirement Plan is unfunded and not qualified for tax purposes. Benefits payable under this plan are equal to the excess of the amount that would be payable in accordance with the terms of the Retirement Plan disregarding the benefit and compensation limitations imposed pursuant to sections 415 and 401(a)(17) of the Internal Revenue Code over the amount due under the Retirement Plan when taking into account sections 415 and 401(a)(17) limitations.

        Benefits under the Supplemental Benefit Retirement Plan are payable upon termination or retirement as follows:

•

Accruals prior to 1/1/2005 are paid in a single lump sum in the January following the fiscal year in which the participant takes his qualified benefit.



•

Accruals after 12/31/2004 are paid during the month of January immediately following if termination occurs during the first six months of the year; or during the month of July if termination occurs during the second six months of the year. The participant will receive a benefit in the form of either five annual installments if the participant's balance is at least $150,000; or in a lump sum if the participant's balance is less than $150,000.

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Non-Qualified Deferred Compensation in Last Fiscal Year

        For fiscal year 2009, the non-qualified deferred compensation plan is available to all active employees on the US payroll with a base salary greater than or equal to $245,000.

        There are three types of earnings that may be deferred under the program:

1.

100% of annual base pay earnings in excess of the IRS qualified plan limit of $245,000 for 2009;



2.

95% of bonus earnings, discretionary and cash compensation paid under the Performance-Based Compensation Plan; and



3.

95% of performance based compensation paid out in accordance with the terms of Agilent's LTP Program. Awards under this program are paid out in the form of Agilent common stock.

        Deferral elections may be made annually and are part of overall tax planning for many executives. There are several investment options available under the Plan, which mirror the investment choices under our tax-qualified 401(k) plan, with the exception of Agilent's common stock which is not available under the non-qualified deferred compensation plan. All investment choices are made by the participant. Based on market performance, dividends and interest are credited to participants' accounts from the funds that the participant has elected.

        At the time participation is elected, employees must also elect payout in either of two forms, both of which can commence upon termination or be delayed by an additional one, two or three years following termination:

1.

a single lump sum payment; or



2.

annual installments over a five-to-fifteen year period.

        Payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year. Otherwise, payouts are distributed to eligible participants in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed. When and if received, a participant in the LTP Program may elect to defer his or her shares through our 2005 Deferred Compensation Plan. The LTP Program shares are deferred in the form of Agilent common stock only. At the end of the deferral period, the LTP Program shares are simply released to the executive. Agilent has allowed its named executive officers to make a one-time change to deferral elections made after January 1, 2005 in fiscal year 2009 pursuant to the phase-in provisions of Section 409A of the Internal Revenue Code.

        We have established a rabbi trust as a source of funds to make payments under the non-qualified deferred compensation plan. As of October 31, 2009, the rabbi trust with Fidelity Management Trust Company was overfunded, so there is no need for additional funding.

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        The table below provides information on the non-qualified deferred compensation of the named executive officers for fiscal year 2009.

Non-Qualified Deferred Compensation
Name		Executive Contributions in Last Fiscal Year ($)(1)			Registrant Contributions in Last Fiscal Year ($)			Aggregate Earnings in Last Fiscal Year ($)(2)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last Fiscal Year-End ($)
William P. Sullivan		$	0		$	0		$	743,165		$	0		$	5,541,321
Adrian T. Dillon		$	320,495		$	0		$	659,950		$	0		$	4,108,169
D. Craig Nordlund		$	0		$	0		$	327,296		$	0		$	1,598,430
Ronald S. Nersesian		$	23,744		$	0		$	66,471		$	0		$	333,927
Michael R. McMullen		$	0		$	0		$	422		$	0		$	4,238
Nicolas Roelofs		$	0		$	0		$	0		$	0		$	0

---

(1)

The salary portion of the amounts reflected above is included in the amount reported as salary in the "Summary Compensation Table." Detailed in the table below, are the deferred amounts for the following: salary contribution amounts for fiscal year 2009, the amount of shares and the value of the shares paid out pursuant to the LTP Program for the FY06-FY08 performance periods and the value of compensation earned as part of Agilent's annual rewards program.

	Name		Deferred Salary FY09 ($)			Value of Deferred Compensation Earned as part of Agilent's Annual Rewards Program ($)			Value of Deferred Shares Paid Out from the LTP Program for FY06-FY08 ($)			Value of Deferred Shares Paid Out from the LTP Program for FY07-FY09 ($)			Total Value of Employee Contribution of Deferred Compensation for FY09 ($)			Amount of Deferred Shares from LTP Program FY06-FY08 (#)			Amount of Deferred Shares from LTP Program FY07-FY09 (#)
	William P. Sullivan		$	0		$	0		$	0		$	0		$	0			0			0
	Adrian T. Dillon		$	0		$	320,495		$	0		$	0		$	320,495			0			0
	D. Craig Nordlund		$	0		$	0		$	0		$	0		$	0			0			0
	Ronald S. Nersesian		$	0		$	23,744		$	0		$	188,662		$	212,406			0			6,404
	Michael R. McMullen		$	0		$	0		$	0		$	0		$	0			0			0
	Nicolas Roelofs		$	0		$	0		$	0		$	0		$	0			0			0

(2)

Amounts reflected are not included in the "Summary Compensation Table" because the earnings are not "above-market." These amounts include dividends, interest and change in market value.

Termination and Change of Control Arrangements

        Set forth below is a description of the plans and agreements that could result in potential payments to the named executive officers in the case of their termination of employment and/or a change of control of Agilent.

Change of Control Agreements

        Each named executive officer has signed a Change of Control Severance Agreement. Under these agreements, in the event that within 24 months after a change of control of Agilent, Agilent or its successor terminates the employment of such executive without cause or an event constituting good reason occurs and the executive resigns within three months after such an event, the executive will be entitled to: (i) two times, or solely with respect to the CEO, three times, the sum of such executive's base salary and target bonus, (ii) payment of $80,000 for medical insurance premiums, (iii) full vesting of all outstanding options and stock awards, and (iv) a prorated portion of any bonus. To the extent that the payment of these benefits triggers the excise tax under Section 4999 of the Code or any comparable federal, state, local or foreign excise

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tax, Agilent will be responsible for payment of any additional tax liability arising from the application of such excise tax, subject to certain exceptions for all of the named executives officers except the CEO. The Committee amended our forms of Change of Control Agreement to remove tax gross-ups of parachute payments. These amended forms of agreements will be entered into with newly-hired, appointed, promoted or demoted officers from and after July 14, 2009. Until an existing officer is promoted or demoted (if applicable), such officer's existing Change of Control Agreements will not be amended.

        In exchange for such consideration, each executive has agreed to execute a release of all of the executive's rights and claims relating to his or her employment.

        Under these agreements a "change of control" means occurrence of any of the following events: (i) the sale, exchange, lease or other disposition or transfer of all or substantially all of the assets of Agilent to a third party; (ii) a merger or consolidation involving Agilent in which the stockholders of Agilent immediately prior to such merger or consolidation are not the owners of more than 75% of the total voting power of the outstanding voting securities of Agilent after the transaction; or (iii) the acquisition of beneficial ownership of at least 25% of the total voting power of the outstanding voting securities of Agilent by a third person. "Good reason" means (i) the reduction of the officer's rate of pay, other than reductions that apply to employees generally and variable and performance reductions; (ii) reduction in benefits or failure to receive the same benefits as similarly situated employees; (iii) a change in the officer's duties, responsibilities, authority, job title, or reporting relationships resulting in a significant diminution of position, subject to certain exceptions; (iv) the relocation to a worksite that is more than 35 miles from his prior worksite; (v) the failure or refusal of a successor to Agilent to assume Agilent's obligations under the agreement, or (vi) a material breach by Agilent or any successor to Agilent of any of the material provisions of the agreement.

        Under these agreements, "cause" means misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty which has a material adverse effect on Agilent's business or reputation; (ii) repeated unexplained or unjustified absences from Agilent; (iii) refusal or willful failure to act in accordance with any specific directions, orders or policies of Agilent that has a material adverse effect on Agilent's business or reputation; (iv) a material and willful violation of any state or federal law that would materially injure the business or reputation of Agilent as reasonably determined by the Board; (v) participation in a fraud or act of dishonesty against Agilent which has a material adverse effect on Agilent's business or reputation; (vi) conduct by the officer which the Board determines demonstrates gross unfitness to serve; or (vii) intentional, material violation by the officer of any contract between the officer and Agilent or any statutory duty of the officer to Agilent that is not corrected within thirty days after written notice to the officer.

        In addition, in the event of a change of control:

1.

Participants in the LTP Program would receive at the earlier of the end of the performance period or termination of the program an LTP Program payout equivalent to the greater of the target award or the accrued amount of the payout, and in the case of termination during the first 12 months of the performance cycle, prorated for the amount of time elapsed during the first twelve months of the performance period; and



2.

Participants who receive restricted stock unit awards would vest in full immediately prior to the closing of the transaction.

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Termination and Change of Control Table

        For each of the named executive officers, the table below estimates the amount of compensation that would be paid in the event that (i) a change of control of Agilent occurs and executive is terminated without cause or voluntarily terminates at a time when an event constituting good reason has occurred either within 24 months following the change of control or within 3 months prior to such change of control, involuntary termination with or without cause, voluntary termination, or death or disability occurs. The amounts shown assume that each of the terminations was effective October 31, 2009.

Name		Type of Benefit		Involuntary Termination or Resignation for Good Cause in Connection with a Change of Control ($)(1)			Voluntary Termination or Involuntary Termination with or without Cause ($)			Death/Disability ($)
William P. Sullivan		Cash Severance Payments		$	2,722,500		$	0		$	0
		Cash Bonus		$	1,270,500		$	0		$	0
		Continuation of Benefits(2)		$	80,000		$	0		$	0
		Stock Award Acceleration		$	6,618,173		$	0		$	6,618,173
		Stock Option Acceleration(3)		$	2,597,281		$	0		$	2,597,281
		Pension Benefits(4)		$	3,638,041		$	3,638,041		$	3,638,041
		Excise Tax Gross-Up(5)		$	0		$	0		$	0
		Total Termination     Benefits:		$	16,926,495		$	3,638,041		$	12,853,495
Adrian T. Dillon		Cash Severance Payments		$	1,283,326		$	0		$	0
		Cash Bonus		$	545,414		$	0		$	0
		Continuation of Benefits(2)		$	80,000		$	0		$	0
		Stock Award Acceleration		$	2,678,154		$	0		$	2,678,154
		Stock Option Acceleration(3)		$	995,620		$	0		$	995,620
		Pension Benefits		$	605.871		$	605.871		$	605.871
		Excise Tax Gross-Up(5)		$	0		$	0		$	0
		Total Termination     Benefits:		$	6,188,385		$	605,871		$	4,279,646
Ronald S. Nersesian		Cash Severance Payments		$	826,250		$	0		$	0
		Cash Bonus		$	330,500		$	0		$	0
		Continuation of Benefits(2)		$	80,000		$	0		$	0
		Stock Award Acceleration		$	1,648,805		$	0		$	1,648,805
		Stock Option Acceleration(3)		$	675,932		$	0		$	675,932
		Pension Benefits		$	207,487		$	207,487		$	207,487
		Excise Tax Gross-Up(5)		$	1,693,436		$	0		$	0
		Total Termination     Benefits:		$	5,462,410		$	207,487		$	2,532,224
Michael R. McMullen		Cash Severance Payments		$	669,166		$	0		$	0
		Cash Bonus		$	234,208		$	0		$	0
		Continuation of Benefits(2)		$	80,000		$	0		$	0
		Stock Award Acceleration		$	1,307,650		$	0		$	1,307,650
		Stock Option Acceleration(3)		$	411,237		$	0		$	411,237
		Pension Benefits		$	562,779		$	562,779		$	562,779
		Excise Tax Gross-Up(5)		$	1,162,146		$	0		$	0
		Total Termination     Benefits:		$	4,427,186		$	562,779		$	2,281,665

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Name		Type of Benefit		Involuntary Termination or Resignation for Good Cause in Connection with a Change of Control ($)(1)			Voluntary Termination or Involuntary Termination with or without Cause ($)			Death/Disability ($)
Nicolas Roelofs		Cash Severance Payments		$	669,166		$	0		$	0
		Cash Bonus		$	234,208		$	0		$	0
		Continuation of Benefits(2)		$	80,000		$	0		$	0
		Stock Award Acceleration		$	1,364,436		$	0		$	1,364,436
		Stock Option Acceleration(3)		$	303,015		$	0		$	303,015
		Pension Benefits		$	91,666		$	91,666		$	91,666
		Excise Tax Gross-Up(5)		$	0		$	0		$	0
		Total Termination     Benefits:		$	2,742,491		$	91,666		$	1,759,117

---

(1)

To the extent that the payment of the listed benefits triggers the excise tax under Section 4999 of the Code or any comparable federal, state, local or foreign excise tax, Agilent will be responsible for payment of any additional tax liability arising from the application of such excise tax. However, in the case of all of the named executive officers, other than Mr. Sullivan, the executive shall not be entitled to receive a gross-up payment if (i) the payment of the listed benefits may be reduced to an amount (the "Reduced Amount") sufficient to result in no portion of such payment being subject to an excise tax, and (ii) after reducing such payment by the Reduced Amount, the executive would receive, on a pre-tax basis, an amount not less than 90% of the value of the unreduced payment on a pre-taxed basis.

(2)

Flat lump sum benefit for healthcare expenses, including additional health plan premium payments that may result from termination in the event of change of control.

(3)

Calculated using the in-the-money value of unvested options as of October 31, 2009, the last business day of Agilent's last completed fiscal year. The closing price of Agilent common stock as of October 31, 2009 was $24.74.

(4)

For information regarding potential payments upon termination under the 2005 Deferred Compensation Plan and the Retirement Plan, the Supplemental Benefit Retirement Plan and the Deferred Profit-Sharing Plan, in which our named executive officers participate, see "Non-Qualified Deferred Compensation in Last Fiscal Year" and "Pension Benefits" above.

(5)

We determined the amount of the excise tax payment in accordance with the provisions of Section 280G of the Code. We utilized the following key assumptions to determine the tax gross-up payment: (i) the interest rate assumption was 120% of the applicable federal rate effective for the month of October 2009, compounded semiannually; (ii) a statutory federal income tax rate of 35%, Medical tax rate of 1.45%, California income tax rate of 9.3% for all named executive officers except Mr. McMullen who resides in the state of New Jersey which has an income tax rate of 9.9%; (iii) Section 280G "base amount" was determined based on average W-2 compensation for the period from 2004-2008; and (iv) equity grants made within one year of transaction were in the ordinary course of business and were not in contemplation of a transaction.

(6)

Under the 1999 Stock Plan, 2009 Stock Plan and the LTP Program, if a named executive officer dies or is fully disabled, his or her unvested stock options and stock awards shall fully vest.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The members of the Compensation Committee are set forth in "Board Structure and Compensation."the table above. During the most recent fiscal year, no Agilent executive officer served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on Agilent'sAgilent’s Compensation Committee.

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

    The Company'sCompany’s Standards of Business Conduct and Director Code of Ethics require that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or the best interests of the Company. In addition, the Company has adopted a written Related Person Transactions Policy and Procedures (the "Related“Related Person Transactions Policy"Policy”) that prohibits any of the Company'sCompany’s executive officers, directors or any of their immediate family members from entering into a transaction with the Company, except in accordance with the policy. For purposes of the policy, a "related“related person transaction"transaction” includes any transaction (within the meaning of Item 404(a) of the Securities and Exchange Commission'sCommission’s Regulation S-K) involving the Company and any Related Person that would be required to be disclosed pursuant to Item 404(a) of the Securities and Exchange Commission'sCommission’s Regulation S-K.

    Under our Related Person Transactions Policy, the General Counsel must advise the Nominating/Corporate Governance Committee of any related person transaction of which she becomes aware. The Nominating/Corporate Governance Committee must then either approve or reject the transaction in accordance with the terms of the policy. In the course of making this determination, the Nominating/Corporate Governance Committee shall consider all relevant information available to it and, as appropriate, must take into consideration the following:

•

the size of the transaction and the amount payable to the related person;



•

the nature of the interest of the related person in the transaction;



•

whether the transaction may involve thea conflict of interest; and






•

whether the transaction involved the provision of goods or services to the Company that are availableareavailable from unaffiliated third parties and, if so, whether the transaction is on terms and madeandmade under circumstances that are at least as favorable to the Company as would be available inavailablein comparable transactions with or involving unaffiliated third parties.

    Under the Related Person Transactions Policy, Company management screens for any potential Related Person Transactions,related person transactions, primarily through the annual circulation of a Directors and Officers Questionnaire ("(“D&O Questionnaire"Questionnaire”) to each member of the Board of Directors and each officer of the Company that is a reporting person under Section 16 of the Securities Exchange Act of 1934. The D&O Questionnaire contains questions intended to identify Related Persons and transactions between the Company and Related Persons.related persons. If a Related Person Transactionrelated person transaction is identified, such transaction is brought to the attention of the Nominating/Corporate Governance Committee for its approval, ratification, revision, or rejection in consideration of all of the relevant facts and circumstances.

    The Nominating/Corporate Governance Committee must approve or ratify each related person transaction in accordance with the policy. Absent this approval or ratification, no such transaction may be entered into by the Company with any related person.

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    In March 2008, the Nominating/Corporate Governance Committee amended the Related Person Transactions Policy to provide for standing pre-approval of limited transactions with related persons. Pre-approved transactions include:

(a)

Any transaction with another company at which a related person's only relationship is as an employee (other than an executive officer or an equivalent), director or beneficial owner of less than 10% of that company's shares, if the aggregate amount involved does not exceed the greater of (i) $1,000,000, or (ii) 2 percent of that company's

(a)

Any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of (i) $1,000,000, or (ii) 2 percent of that company’s total annual revenues.







(b)

Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Person's only relationship is as an employee (other than an executive officer or an equivalent), a director or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000, or 2 percent of the charitable organization's total annual receipts.

CORPORATE GOVERNANCE

(b)

Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), a director or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000, or 2 percent of the charitable organization’s total annual receipts.

    Agilent will disclose the terms of related person transactions in its filings with the SEC to the extent required.

Transactions with Related Persons

    We purchase services, supplies, and equipment in the normal course of business from many suppliers and sell or lease products and services to many customers. In some instances, these transactions occur with companies with which members of our management or Board of Directors have relationships as directors or executive officers. For transactions entered into during fiscal year 2009,2012, no related person had or will have a direct or indirect material interest and none exceeded or fell outside of the pre-approved thresholds set forth in our Related Party Transaction Policy.

    The following list identifies which of these companies purchased more than $120,000 in products and services from us in fiscal 2012.

• Johnson & Johnson (“J&J”). Mr. James G. Cullen is a director of J&J. J&J, or its affiliates,AUDIT AND FINANCE COMMITTEE REPORTpurchased from Agilent an aggregate of approximately $11.4 million of products and services infiscal 2012.
  
• Avnet, Inc. (“Avnet”). Mr. William P. Sullivan is a director of Avnet. Avnet, or its affiliates,

          Duringpurchased from Agilent an aggregate of approximately $1.5 million of products and services infiscal 2012.
  

• URS Corporation (“URS”). Mr. William P. Sullivan is a director of URS. URS, or its affiliates,purchased from Agilent an aggregate of approximately $1.3 million of products and services infiscal 2012.
  
• Catalent Pharma Solutions (“Catalent”). Mr. Paul N. Clark is a director of Catalent. Catalent, orits affiliates, purchased from Agilent an aggregate of approximately $3.5 million in productsand services in fiscal year 2009,2012.
  
• Harlan Laboratories, Inc. (“Harlan”). Mr. Paul N. Clark is a director of Harlan. Harlan, or itsaffiliates, purchased from Agilent an aggregate of approximately $543,000 in products andservices in fiscal year 2012.
  
• Campbell Soup Company (“Campbell”). Mr. A. Barry Rand is a director of Campbell. Campbell,or its affiliates, purchased from Agilent an aggregate of approximately $165,000 in products andservices in fiscal year 2012.
  
• Howard University (“Howard”). Mr. A. Barry Rand is the Chair of the Board of Trustees ofHoward. Howard, or its affiliates, purchased from Agilent an aggregate of approximately$335,000 in products and services in fiscal year 2012.
  
• Takeda Pharmaceutical Co. Ltd. and Takeda Pharmaceuticals International, Inc. (collectively,“Takeda”). Dr. Tadataka Yamada is a director of Takeda Pharmaceutical Co. Ltd. and the ChiefMedical and Scientific Officer of Takeda Pharmaceuticals International, Inc. Takeda or itsaffiliates purchased from Agilent an aggregate of approximately $1.6 million in products andservices in fiscal year 2012.
  
• Nanyang Technological University (“Nanyang”). Mr. Koh Boon Hwee is the Chair of the Boardof Trustees of Nanyang. Nanyang, or its affiliates, purchased from Agilent an aggregate ofapproximately $1.3 million in products and services in fiscal year 2012.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 2 –

RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    The Audit and Finance Committee of the Board reviewed the quality and integrity of Agilent's consolidated financial statements, the effectiveness of its system of internal control over financial reporting, its compliance with legal and regulatory requirements, the qualifications and independence of itshas appointed PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm to audit its consolidated financial statements for the performance of its internal audit function and2013 fiscal year. During the 2012 fiscal year, PricewaterhouseCoopers LLP served as Agilent’s independent registered public accounting firm and also provided certain tax and other significant financial matters. Eachnon-audit services. Although Agilent is not required to seek stockholder approval of this appointment, the Board believes it to be sound corporate governance to do so. If the appointment is not ratified, the Audit and Finance Committee members satisfieswill investigate the definitionreasons for stockholder rejection and will reconsider the appointment.

    Representatives of independent directorPricewaterhouseCoopers LLP are expected to attend the annual meeting where they will be available to respond to questions and, is financially literate as established inif they desire, to make a statement.

Agilent’s Board recommends a vote FOR the New York Stock Exchange Listing Standards. In accordance with section 407ratification of the Sarbanes-Oxley Act of 2002, the Board of Directors has identified Heidi Fields as the
Audit and Finance Committee's "Financial Expert." Agilent operates with a November 1 to October 31 fiscal year. The Audit and Finance Committee met thirteen times, including telephone meetings, during the 2009 fiscal year.

        The Audit and Finance Committee's work is guided by a written charter that the Board has approved. The Audit and Finance Committee regularly reviews its charter to ensure that it is meeting all relevant audit committee policy requirementsCommittee’s appointment of the U.S. Securities and Exchange Commission, the Public Company Accounting Oversight Board and the New York Stock Exchange. You can access the latest Audit and Finance Committee charter by clicking on "Governance Policies" in the "Corporate Governance" section of the Web page at www.investor.agilent.com or by writing to us at Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attention: Investor Relations.

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        The Audit and Finance Committee has reviewed and discussed with management and PricewaterhouseCoopers LLP Agilent's independent registered public accounting firm, Agilent's audited consolidated financial statements and Agilent's internal control over financial reporting. The Audit and Finance Committee has discussed with PricewaterhouseCoopers LLP, during the 2009 fiscal year, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees) as adopted by theAgilent’s Independent Registered Public Company Accounting Oversight Board in Rule 3200T.Firm.

        The Audit and Finance Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from Agilent. Based on the review and discussions noted above, the Audit and Finance Committee recommended to the Board that Agilent's audited consolidated financial statements be included in Agilent's Annual Report on Form 10-K for the fiscal year ended October 31, 2009 and be filed with the U.S. Securities and Exchange Commission.

Submitted by:

Audit and Finance Committee

Heidi Fields, Chairperson
Robert J. Herbold
Robert L. Joss

        The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

Fees Paid to PricewaterhouseCoopers LLP

    The following table sets forth the aggregate fees charged to Agilent by PricewaterhouseCoopers LLP for audit services rendered in connection with the audited consolidated financial statements and reports for the 20092012 and 20082011 fiscal years and for other services rendered during the 20092012 and 20082011 fiscal years to Agilent and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services:

							% of						% of
	Fee Category:		Fiscal 2012				Total		Fiscal 2011				Total
	Audit Fees			$	6,296,000		94.1			$	7,486,000		90.1
	Audit-Related Fees				105,000		1.6				97,000		1.2
	Tax Fees:
	Tax compliance/preparation				285,000		4.3				720,000		8.7
	Other tax services				0		0.0				0		0.0
	Total Tax Fees				285,000		4.3				720,000		8.7
	All Other Fees				4,000		0.0				3,000		0.0
	Total Fees			$	6,690,000		100			$	8,306,000		100

Fee Category:				Fiscal 2009			% of Total			Fiscal 2008			% of Total
Audit Fees					5,663,000			68.5		$	6,647,000			89.8
Audit-Related Fees					2,422,000			29.3			252,000			3.4
Tax Fees:
	Tax compliance/preparation				169,000			2.1			503,000			6.8
	Other tax services				0			0.0			0			0.0
		Total Tax Fees			169,000			2.1			503,000			6.8
All Other Fees					8,000			0.1			3,000			0.0
Total Fees				$	8,262,000			100.0		$	7,405,000			100.0

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    Audit Fees:    ConsistConsists of fees billed for professional services rendered for the integrated audit of Agilent'sAgilent’s consolidated financial statements and its internal control over financial reporting and review of the interim condensed consolidated financial statements included in quarterly reports..reports. Fiscal 20092012 and 20082011 fees also consist of fees billed for services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory reporting and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

    Audit-Related Fees:Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Agilent'sAgilent’s consolidated financial statements and are not reported under "Audit“Audit Fees."” These services include employee benefit plan audits, accounting consultations in connection with acquisitions and divestitures, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards. For fiscal 2009, services included approximately $2,100,000 paid to PricewaterhouseCoopers LLP for services rendered in connection with divestures of several smaller businesses.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tax Fees:Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audits and appeals, customs and duties, mergers and acquisitions and international tax planning.

    All Other Fees: Consists of fees for all other services other than those reported above. These services include a license for specialized accounting research software. Agilent'sAgilent’s intent is to minimize services in this category.

    In making its recommendation to ratify the appointment of PricewaterhouseCoopers LLP as Agilent'sAgilent’s independent registered public accounting firm for the fiscal year ending October 31, 2010,2013, the Audit and Finance Committee has considered whether services other than audit and audit-related services provided by PricewaterhouseCoopers LLP are compatible with maintaining the independence of PricewaterhouseCoopers LLP.

Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Auditors

    The Audit and Finance Committee'sCommittee’s policy is to preapprove all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Preapproval is generally provided for up to one year and any preapproval is detailed as to the particular service or category of services and is subject to a specific budget. The Audit and Finance Committee has delegated its preapproval authority up to a specified maximum to the Chairperson of the Audit and Finance Committee, Heidi Fields, who may preapprove all audit and permissible non-audit services so long as her preapproval decisions are reported to the Audit and Finance Committee at its next scheduled meeting.

AUDIT AND FINANCE COMMITTEE REPORT

AUDIT AND FINANCE COMMITTEE REPORT

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein. AUDIT AND FINANCE COMMITTEE REPORT     During fiscal year 2012, the Audit and Finance Committee of the Board reviewed the quality and integrity of Agilent’s consolidated financial statements, the effectiveness of its system of internal control over financial reporting, its compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm, the performance of its internal audit function and independent registered public accounting firm and other significant financial matters. Each of the Audit and Finance Committee members satisfies the definition of independent director and is financially literate as established in the New York Stock Exchange Listing Standards. In accordance with section 407 of the Sarbanes-Oxley Act of 2002, the Board of Directors has identified Heidi Fields as the Audit and Finance Committee’s “Financial Expert.” Agilent operates with a November 1 to October 31 fiscal year. The Audit and Finance Committee met twelve times, including telephone meetings, during the 2012 fiscal year.     The Audit and Finance Committee’s work is guided by a written charter that the Board has approved. The Audit and Finance Committee regularly reviews its charter to ensure that it is meeting all relevant audit committee policy requirements of the U.S. Securities and Exchange Commission, the Public Company Accounting Oversight Board and the New York Stock Exchange. You can access the latest Audit and Finance Committee charter by clicking on “Governance Policies” in the “Corporate Governance” section of the Web page at www.investor.agilent.com or by writing to us at Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attention: Investor Relations.     The Audit and Finance Committee has reviewed and discussed with management and PricewaterhouseCoopers LLP, Agilent’s independent registered public accounting firm, Agilent’s audited consolidated financial statements and Agilent’s internal control over financial reporting. The Audit and Finance Committee has discussed with PricewaterhouseCoopers LLP, during the 2012 fiscal year, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3200T.     The Audit and Finance Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from Agilent. Based on the review and discussions noted above, the Audit and Finance Committee recommended to the Board that Agilent’s audited consolidated financial statements be included in Agilent’s Annual Report on Form 10-K for the fiscal year ended October 31, 2012, and be filed with the U.S. Securities and Exchange Commission. Submitted by: Audit and Finance Committee     Heidi Fields, Chairperson      Paul N. Clark      Robert J. Herbold

COMMON STOCK OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth information, as of December 31, 2012, concerning each person or group known by Agilent, based on filings pursuant to Section 13(d) or (g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to own beneficially more than 5% of the outstanding shares of our Common Stock

Name and Address of Beneficial Owner	Amount and Nature		Percent of Class
BlackRock, Inc.	23,415,610 (1)		6.73%
40 East 52nd Street
New York, NY 10022

(1)

Based solely on information as of December 30, 2011 contained in a Schedule 13G/A filed with the SEC on February 13, 2012 by BlackRock, Inc. The Schedule 13G indicates that BlackRock, Inc. has sole voting and dispositive power with respect to these shares.

    The following table sets forth information, as of December 31, 2012, concerning:

• the beneficial ownership of Agilent’s common stock by each director and each of the namedexecutive officers included in the Summary Compensation Table herein; and
  
• the beneficial ownership of Agilent’s common stock by all directors and executive officers as agroup.

    The number of shares beneficially owned by each entity, person, director or executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire as of March 1, 2013, 60 days after December 31, 2012, through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such powers with his or her spouse, with respect to the shares set forth in the following table.

		Number of	Number of	Total Number		Total Shares
		Shares of	Shares Subject	of Shares	Director	Beneficially Owned
		Common	to Exercisable	Beneficially	Deferred	Plus Underlying
Name of Beneficial Owner		Stock	Options(1)	Owned(2)	Stock(3)	Units
William P. Sullivan		368,783	634,269	1,003,052	—	1,003,052
Paul N. Clark		764	27,746(4)	28,510	44,335	72,845
James G. Cullen		17,649(5)	38,489	56,138	50,689	106,827
Heidi Fields		10,453	38,489	48,942	36,472	85,414
Robert J. Herbold		29,011	38,489	67,500	—	67,500
Didier Hirsch		53,767	174,272	228,039	—	228,039
Koh Boon Hwee		16,805	74,787	91,592	8,765	100,357
William and Flora Hewlett Foundation		2,869,998(6)	—	2,869,998	—	2,869,998
David M. Lawrence, M.D.		3,858(7)	38,489	42,347	32,985	75,332
Michael R. McMullen		92,561	261,702	354,263	—	354,263
Ronald S. Nersesian		82,821	140,625	223,446	—	223,446
A. Barry Rand		11,198	38,489	49,687	30,714	80,401
Nicolas Roelofs		86,527	144,736	231,263	—	231,263
Tadataka Yamada, M.D.		8,175	—	8,175	—	8,175
All directors and executive officers as a		929,331	2,071,995	3,001,326	203,960	3,205,286
group (17) persons(8)

COMMON STOCK OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	(1)		“Exercisable Options” means options that may be exercised as of March 1, 2013.
	(2)		Individual directors and executive officers as well as all directors and executive officers as a group beneficially own less than 1% of the 347,246,369 shares of Common Stock outstanding, as of December 31, 2012.
	(3)		Represents the number of deferred shares or share equivalents held by Fidelity Management Trust Company under the Deferred Compensation Plan for Non-Employee Directors as to which voting or investment power exists.
	(4)		Consists of vested options gifted to Mr. Clark’s Family LLC.
	(5)		Includes 3,000 shares held by Mr. Cullen’s Family Limited Partnership.
	(6)		Mr. Koh is a board member of The William and Flora Hewlett Foundation (the “Foundation”). Mr. Koh shares voting power on grants only but he does not have any shared investment power as he is not a member of the Foundation investment committee. Mr. Koh disclaims any beneficial interest in the foregoing shares, because he has no pecuniary interest in the shares.
	(7)		Includes 2,336 shares of held for the benefit of Dr. Lawrence’s children in the Lawrence 2000 Irrevocable Trust of which Dr. Lawrence and his spouse are the trustees.
	(8)		Includes 146,961 direct and indirect shares, and 421,413 exercisable options for a total of 568,374 shares held by executive officers not separately listed in this table.

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Exchange Act, requires Agilent’s directors, executive officers and holders of more than 10% of Agilent common stock to file reports with the SEC regarding their ownership and changes in ownership of Agilent stock. Agilent believes that during the 2012 fiscal year, its executive officers, directors and holders of 10% or more of our common stock complied with all Section 16(a) filing requirements with the following exception:

• A Form 4 was filed with the SEC on March 30, 2012 reporting stock grants to A. Barry Randwhich occurred on March 22, 2012.
  
• A Form 4 was filed with the SEC on September 25, 2012 reporting transactions by Heidi Fieldswhich occurred on August 16, 2012 and August 28, 2012.

    In making these statements, Agilent has relied upon examination of copies of Forms 3, 4 and 5 provided to Agilent and the written representations of its directors and officers.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Directors who are employed by Agilent do not receive any compensation for their Board services. As a result, Mr. Sullivan, an employee of Agilent, received no additional compensation for his Board services. The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity-based compensation that is competitive with the compensation paid to non-employee directors within Agilent’s peer group. The non-employee director’s compensation plan year begins on March 1 of each year (the “Plan Year”).

Table    The table below sets forth the annual retainer, equity grants and committee premiums for the non-employee directors and the Non-Executive Chairman for the 2012 Plan Year:

Summary of ContentsNon-Employee Director Annual Compensation for the 2012 Plan Year

			Committee Chair	Audit Committee
	Cash Retainer(1)	Equity Grant(2)	Premium(3)	Member Premium(4)
Non-employee director	$90,000	$180,000 in value of a stock grant	$15,000	$10,000
Non-Executive
Chairman	$245,000	$180,000 in value of a stock grant	Not eligible	$10,000

(1)		Each non-employee director may elect to defer all or part of the cash compensation to the 2005 Deferred Compensation Plan for Non-Employee Directors. Any deferred cash compensation is converted into shares of Agilent common stock.
(2)		The stock will be granted on the later of (i) March 1 or (ii) the first trading day after each Annual Meeting of Stockholders. The number of shares underlying the stock grant is determined by dividing $180,000 by the average fair market value of Agilent’s common stock over 20 consecutive trading days up to and including the day prior to the grant date. The stock grant vests immediately upon grant. Voluntary deferral is available as an option for the non-employee directors.
(3)		Non-employee directors (excluding the Non-Executive Chairman) who serve as the chairperson of a Board committee receive a “committee chair premium” of $15,000 in cash, paid at the beginning of each Plan Year.
(4)		Non-employee directors (including the Non-Executive Chairman) who serve as a member of the Audit and Finance Committee receive an additional $10,000 in cash, paid at the beginning of each Plan Year.

    A non-employee director who joins the Board of Directors after the start of the Plan Year will have his or her cash retainer, equity grant and committee chair premium pro-rated based upon the remaining days in the Plan Year that the director will serve.

    In September 2012, the Compensation Committee and the Board, based on the recommendation of the Compensation Committee’s independent compensation consultant, F.W. Cook, concluded that the current non-employee director compensation is competitive with Agilent’s peer group and would remain unchanged for the 2013 Plan Year.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Non-Employee Director Compensation for Fiscal Year 2012

    The table below sets forth information regarding the compensation earned by each of Agilent’s non-employee directors during the fiscal year ended October 31, 2012:

Non-Employee Director Compensation for Fiscal Year 2012
	Cash		Committee		Stock
	Retainer		Fees		Awards	Total
Name	($)(1)		($) (1)		($)(2)(3)	($)
Paul N. Clark	$	86,667	$	10,000(5)	$178,293	$274,960
James G. Cullen(4)	$	253,333		—	$178,293	$431,626
Heidi Fields	$	86,667	$	25,000(5) (6)	$178,293	$289,960
Robert J. Herbold	$	86,667	$	10,000(5)	$178,293	$274,960
Koh Boon Hwee	$	86,667		—	$178,293	$264,960
David M. Lawrence, M.D.	$	86,667	$	15,000(7)	$178,293	$279,960
A. Barry Rand	$	86,667		—	$178,293	$264,960
Tadataka Yamada, M.D.	$	86,667		—	$178,293	$264,960

(1)		Reflects all cash compensation earned during fiscal year 2012, whether or not any of the cash compensation was deferred into Agilent common stock pursuant to the 2005 Deferred Compensation Plan for Non-Employee Directors. The number of shares of Agilent common stock received in lieu of cash is determined by dividing the dollar value of the deferred cash amount by the twenty (20) day average fair market value for the applicable deferral date. The aggregate number of shares of Agilent common stock deferred by each non-employee director is set forth in the footnotes to the Beneficial Ownership Table included in this proxy statement.
(2)		Reflects the aggregate grant date fair value for stock awards granted in fiscal year 2012 calculated in accordance with FASB ASC Topic 718. The assumptions used by the Company in calculating these amounts are included in Note 4 under the heading “Valuation Assumptions” of the Notes to the Consolidated Financial Statements in the Company’s 2012 Annual Report on Form 10-K.
(3)		A supplemental table following these footnotes sets forth: (i) the aggregate number of stock awards and option awards outstanding at fiscal year-end; (ii) the aggregate number of stock awards granted during fiscal year 2012; and (iii) the grant date fair market value of equity awards granted by Agilent during fiscal year 2012 to each of our non-employee directors.
(4)		Mr. Cullen has served as the Non-Executive Chairman of the Board since March 1, 2005.
(5)		Ms. Fields and Messrs. Clark and Herbold served as members of the Audit and Finance Committee during fiscal year 2012.
(6)		Includes $15,000 paid to Ms. Fields for chairing the Audit and Finance Committee during fiscal year 2012.
(7)		Dr. Lawrence served as the chair of the Compensation Committee during fiscal year 2012.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Additional Information With Respect to Director Equity Awards

    The following table provides additional information on the outstanding equity awards at fiscal year-end and awards granted during fiscal year 2012 for non-employee directors.

						Grant Date Fair Value of
	Stock Awards	Option Awards			Stock Awards	Stock and Option
	Outstanding at	Outstanding at			Granted During	Awards Granted in
	Fiscal Year-End	Fiscal Year-End			Fiscal Year 2012	Fiscal Year 2012
Name	(#)	(#)			(#)	($)(1)
Paul N. Clark	—		27,746		4,079		$178,293
James G. Cullen	—		38,489		4,079		$178,293
Heidi Fields	—		38,489		4,079		$178,293
Robert J. Herbold	—		38,489		4,079		$178,293
Koh Boon Hwee	—		74,787		4,079		$178,293
David M. Lawrence, M.D.	—		52,127		4,079		$178,293
A. Barry Rand	—		48,717		4,079		$178,293
Tadataka Yamada, M.D.	—		—		4,079		$178,293

(1)

Reflects the aggregate grant date fair value of stock awards granted in fiscal year 2012, calculated in accordance with FASB ASC Topic 718.

ADDITIONAL QUESTIONS AND INFORMATION REGARDINGNon-Employee Director Reimbursement Practice for Fiscal Year 2012

    Non-employee directors are reimbursed for travel and other out-of-pocket expenses connected to Board travel.

Non-Employee Director Stock Ownership Guidelines

    In 2005, the company adopted a policy that requires each non-employee director to own Agilent shares having a value of at least three times the annual cash retainer. In May 2010, the Compensation Committee, based on the recommendation of the Committee’s independent compensation consultant, F.W. Cook, amended the guidelines to increase the alignment of the non-employee directors’ interest with stockholder interests by requiring each non-employee director to own Agilent shares having a value of at least six times an amount equal to $90,000 (for the 2012 Plan Year). The shares counted toward the ownership guidelines include shares owned outright and the shares of Agilent stock in the non-employee director’s deferred compensation account. For recently appointed non-employee directors, these ownership levels must be attained within five years from the date of their initial election or appointment to the board of directors. As of September 2012, all of our incumbent non-employee directors had achieved the recommended ownership level except for Dr. Yamada who was appointed to the Board in January 2011 and has until January 2016 to meet the ownership requirements.

THE ANNUAL MEETING AND STOCKHOLDER PROPOSALS

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

PROPOSAL 3 –

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF AGILENT’S NAMED EXECUTIVE OFFICERS

    The stockholders of Agilent are entitled to cast an advisory vote at the Annual Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement. The stockholder vote is an advisory vote only and is not binding on Agilent or its Board of Directors. The Company currently intends to submit the compensation of the Company’s named executive officers annually, consistent with the advisory vote of the stockholders at the Company’s 2011 Annual Meeting.

    Although the vote is non-binding, the Compensation Committee and the Board of Directors value your opinions and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions.

    As described more fully in the “Compensation Discussion & Analysis” on pages 29 to 43 and in the Summary Compensation Table and subsequent tables on pages 44 to 56, the Company’s named executive officers, as identified on page 29 are compensated in a manner consistent with our business strategy, competitive practice, sound compensation governance principles, and stockholder interests and concerns. Our compensation policies and decisions are focused on pay-for-performance.

Q:    What happens if additional proposals    The compensation of our named executive officers during fiscal 2012 is consistent with the following achievements and financial performance:

• Revenue, orders, net income and earnings per share improved year over year. However,performance did not meet our targets.

    Agilent also has several compensation governance programs in place as described on pages 31 to 33, and 42 to manage compensation risk and align Agilent’s executive compensation with long-term stockholder interests. These programs include:

• stock ownership guidelines;
  
• an independent compensation committee and compensation committee consultant; and
  
• a compensation recoupment or clawback policy.

    We are presentedrequesting your non-binding vote to approve the compensation of the Company’s named executive officers as described on pages 29 to 56, including the Summary Compensation Table and subsequent tables on pages 44 to 56 of the proxy statement.

Vote Required

    The affirmative vote of a majority of the shares of Agilent common stock present or represented by proxy and voting at the annual meeting?meeting, together with the affirmative vote of a majority of the required quorum, is required for approval of this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Agilent’s Board recommends a vote FOR the approval of the compensation of
Agilent’s named executive officers for fiscal 2012.

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

A:Introduction

Other than

    The Compensation Committee is responsible for Agilent’s executive compensation program as well as the three proposals described inprogram’s underlying philosophy and related policies. The “Executive Compensation” section of this Proxy Statement Agilent does not expect any matters to be presentedpresents the detailed compensation arrangements for a vote atour named executive officers (“NEOs”) for fiscal year 2012, which were determined by the annual meeting. If you grant a proxy,Compensation Committee.

    In this Compensation Discussion and Analysis, we first provide anExecutive Summary. We next discuss the persons namedCompensation Committee’s process for deciding the compensation of our NEOs and the role of management in such decisions. Finally, we discuss and analyze the Compensation Committee’s specific decisions regarding fiscal year 2012 compensation for the NEOs and other related matters.

    For the fiscal year ended October 31, 2012, our NEOs and their titles were as proxy holders, follows:

• William P. Sullivan, Agilent's President and Chief Executive Officer (“CEO”)
  
• Ronald S. Nersesian, Executive Vice President and Marie Oh Huber, Agilent'sChief Operating Officer (“COO”)
  
• Didier Hirsch, Senior Vice President, General CounselChief Financial Officer (“CFO”)
  
• Michael R. McMullen, Senior Vice President, Agilent, President, Chemical Analysis Group(“CAG”)
  
• Nicolas H. Roelofs, Senior Vice President, Agilent, President, Life Sciences Group (“LSG”)

Executive Summary

    Our executive compensation programs have remained substantially the same for several years. We believe our programs are effectively designed, with a focus on pay for performance. Our programs are well aligned with the interests of our shareholders and Secretary,are instrumental to achieving our business strategy. In determining executive compensation for fiscal year 2012, the Compensation Committee considered the overwhelming stockholder support that the “Say-on-Pay” proposal received at our March 21, 2012 annual meeting of stockholders. As a result, the Compensation Committee continued to apply the same effective principles and philosophy it has used in previous years in determining executive compensation and will continue to consider stockholder concerns and feedback in the future. Fiscal year 2012 was successful for Agilent despite uncertainties in the economy. Revenue, orders, net income and earnings per share improved year over year. However, performance did not meet our targets. Therefore, consistent with our philosophy to pay for performance, our CEO’s total direct compensation dropped slightly from the preceding fiscal year.

    The primary focus of our compensation philosophy is to pay for performance. This philosophy is executed with the following compensation governance provisions:

• An annual opportunity for stockholders to cast an advisory vote on executive compensation asdescribed in Proposal 3 on page 28;
  
• Stock ownership guidelines for officers and directors;
  
• An independent Compensation Committee;
  
• An independent Compensation Committee compensation consultant, F.W. Cook, retaineddirectly by the Compensation Committee and who performs no other work for Agilent; does nottrade Agilent stock; has an Independence Policy that is reviewed annually by F.W. Cook’s Boardof Directors; and proactively notifies the Compensation Committee chair of any potential orperceived conflicts of interest;

COMPENSATION DISCUSSION AND ANALYSIS

• Prohibitions on executive officers engaging in hedging transactions or pledging our securities as collateral for loans;
  
• A compensation recoupment or clawback policy that applies to executive officers as described further below (the “Executive Compensation Recoupment Policy”); and
  
• An annual review and assessment of potential compensation-related risks, conducted independently for the Committee by F.W. Cook, which for fiscal year 2012 concluded that our compensation program (including all incentive and commission arrangements at all levels) does not encourage behaviors that would create material risk for Agilent.

    The annual process F.W. Cook used to arrive at its risk assessment confirms that:

• Agilent’s executive compensation program is well designed to encourage behaviors aligned with the long-term interests of shareholders;
  
• There is appropriate balance in fixed versus variable pay, cash and equity, corporate, business unit, and individual goals, financial and non-financial performance measures, and formulas and discretion; and
  
• Appropriate policies are in place to mitigate compensation-related risk including stock ownership guidelines, insider-trading prohibitions, the Executive Compensation Recoupment Policy, and independent Compensation Committee oversight.

    After thorough study, the Compensation Committee changed the peer group for fiscal year 2013 to provide greater focus on our Product, Capital Market, and Labor competitors. A comparison between the old and new comparator groups showed an insignificant statistical impact on compensation levels between the two.

Compensation Philosophy

    The main objectives of our executive compensation program are to pay for performance while aligning executives’ interests with shareholder interests. Our pay levels are reasonable and competitive to attract and retain the best talent and structure pay to support our business objectives with appropriate rewards for short-term operating results and long-term shareholder value creation. Accordingly, we structure our executive compensation program with three basic direct elements:

Base Salary.Base salaries have historically accounted for 20% or less of total compensation for our NEOs. This element is intended to establish the minimum or base-line competitive compensation level that sits beneath the variable compensation components. The remaining 80% or more of our total compensation is performance based as described below.

Short-Term Cash Incentives. We use financial metrics such as revenue growth, operating margin and ROIC, as well as strategic objectives, to determine our short-term cash performance incentives. The short-term incentives are used to provide a competitive element of total direct compensation and to focus the efforts of our executives on critical operating and strategic goals that are best measured within annual periods, where there is downside risk for underperforming and upside reward for success.

Long-Term Incentives. Our long-term incentives consist of a combination of (1) stock options that vest over four years and have a 10-year term and (2) performance shares that vest at the end of a three-year period based on continued employment and our relative Total Shareholder Return (“TSR”) versus peer companies. The purpose of the long-term incentives is to provide a competitive element

COMPENSATION DISCUSSION AND ANALYSIS

of total direct compensation, enable employment retention, facilitate executive stock ownership, and reward for multi-year shareholder value creation through the performance of our stock as measured against (1) historical prices and (2) the shareholder return of our peers.

Our target total compensation for each NEO will vary based on (i) company performance measured against external metrics that correlate to long-term stockholder value, (ii) performance of the business organizations against specific targets, and (iii) individual performance. These three factors are considered in positioning salaries, adjusting earned short-term incentives and determining long-term incentive grant values.

Compensation Governance

    Although a primary element of Agilent’s compensation philosophy is to pay for performance, the context for that element includes the following compensation governance policies:

• Recoupment Policy; and
  
• Hedging and Insider Trading Policy.

Recoupment Policy

    In July 2009, the Compensation Committee adopted an Executive Compensation Recoupment Policy that applies to all of our executive officers covered by Section 16 of the Securities Exchange Act. Under this Policy, in the event of (A) a material restatement of financial results (wherein results were incorrect at the time published due to mistake, fraud or other misconduct), or (B) fraud or misconduct by an executive officer, the Compensation Committee will, in the case of a restatement, review all short and long-term incentive compensation awards that were paid or awarded to executive officers for performance periods beginning after July 14, 2009 that occurred, in whole or in part, during the restatement period. In the case of fraud or misconduct, the Committee will consider actions to remedy the misconduct, prevent its recurrence, and impose discipline on the wrongdoers, in each case, as the Committee deems appropriate.

    These actions may include without limitation, to the extent permitted by governing law, requiring reimbursement of compensation, causing the cancellation of outstanding restricted stock or deferred stock awards, stock options, and other equity incentive awards, limiting future awards or compensation, and requiring the disgorgement of profits realized from the sale of Agilent stock to the extent such profit was, in part or in whole, resulting from fraud or misconduct. The Compensation Committee will amend the policy, as necessary, to comply with the final SEC rules regarding the recoupment policies of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Hedging and Insider Trading Policy

    In 2010, our insider trading policy was updated to expressly bar ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning Agilent stock. We also prohibit officers and directors from pledging Agilent securities as collateral for loans. In addition, we prohibit our officers, directors and employees from purchasing or selling Agilent securities while in possession of material, non-public information, or otherwise using such information for their personal benefit. Our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934 so that they can prudently diversify their asset portfolios and exercise their stock options before their scheduled expiration dates.

COMPENSATION DISCUSSION AND ANALYSIS

Peer Group

    At the beginning of each year, the Compensation Committee meets with F.W. Cook, the Compensation Committee’s current independent compensation consultant, to review and approve the peer group companies that satisfy our selection criteria. F.W. Cook has been the Compensation Committee’s consultant for a number of years and is considered one of the premier independent compensation consulting firms in the country. The peer group for fiscal year 2011 consisted of 51 technology and life sciences companies with annual revenues between $3 billion and $15 billion. The peer group for fiscal year 2012, as noted below, consists of 46 technology and life sciences companies with revenues between $3 billion and $16 billion or between 0.5 and 2.2 times Agilent’s projected revenue of $7.2 billion for fiscal year 2012. The range of annual revenues for peer group members was determined so that Agilent’s size measured in annual revenue would be at the median of the peer group. The 46 companies are all in the S&P 500 Information Technology, Health Care and Industrials Sectors and 42 of the 46 companies also participated in a survey of executive total compensation prepared by the Radford Associates, a unit of Aon Hewitt, which provides compensation data for corporate positions, and data for business unit positions based on the appropriate revenues for each unit. The Radford survey is a total compensation survey that includes base salary, annual short-term incentive compensation and the annualized value of long-term incentive grants, and is widely used and known among technology companies. For the CEO, COO, CFO and business unit presidents’ positions, F.W. Cook used the compensation information reported in the public filings of our peer group companies to make our comparisons and adjusted the data to reflect the age of the reported information.

Adobe Systems *	Broadcom Corporation	Forest Laboratories, Inc. *	NVIDIA Corporation	Symantec Corporation
Advanced Micro Devices, Inc.	CA, Inc.	Gilead Sciences Inc.	Pitney Bowes Inc.	Texas Instruments Inc.
Amgen *	Carefusion *	Harris Corporation	Qualcomm, Inc.	Thermo Fischer Scientific, Inc.
Applied Materials, Inc.	Celgene *	Jabil Circuit, Inc.	Quest Diagnostics Inc.	Visa *
Automatic Data Processing, Inc.	Corning *	Juniper Networks, Inc.	Rockwell Automation *	Watson Pharmaceutical *
	Covidien PLC	Lexmark International, Inc.	Rockwell Collins Inc.	Western Digital Corporation
Baxter International Inc.	Ebay Inc.	Life Technologies Corporation	SanDisk Corporation	Yahoo! Inc.
Becton Dickinson *	Electronic Arts Inc.	Medtronic *	Science Applications International Corporation (SAIC)	Zimmer Holdings, Inc.
Biogen Idec Inc.	Fidelity Nat’l Info Svcs *	Micron Technology, Inc.
Boston Scientific Corporation	Fiserv, Inc.	NetApp, Inc.	St Jude Medical Inc.

*		New peer group companies added in fiscal year 2012 because they satisfied the above peer group selection criteria.
**		Activision Blizzard, Arrow Electronics, Commscope, Genzyme, Insight Enterprises, Intuit, Level 3 Communications, Molex, NCR Corporation, Qwest Communications, Seagate Technology, SYNNEX Corporation and Thomson Reuters were removed from the peer group in fiscal year 2012 as each was either no longer in the technology or life sciences industries or did not have revenues between $3 billion and $16 billion for fiscal year 2012.

    The Compensation Committee believes that an expanded peer group is more appropriate for determining TSR under the Company’s Long-Term Performance (“LTP”) Program, as an expanded peer group provides a broader index for comparison and better alignment with shareholder investment choices. Therefore, the Compensation Committee uses the S&P 500 Information Technology, Health Care and Industrials Sectors Indexes (approximately 182 companies) for determining TSR under

COMPENSATION DISCUSSION AND ANALYSIS

the LTP Program. The S&P 500 constituent list is maintained by the S&P Index Committee, which is available at www.standardandpoors.com/indices/main/en/us. Any change in the expanded peer group is due to Standard & Poor’s criteria for inclusion in the index.

Process and the Role of Management

    To determine total compensation for the upcoming fiscal year, the Compensation Committee considers 1) the performance of each individual executive for the last fiscal year, 2) the most recent peer group data from F.W. Cook, and 3) our business and strategic goals for the coming fiscal year. F.W. Cook presents and analyzes market data, for benchmarking each individual position, and provides insight to market practices for the Compensation Committee’s actions, but it does not make any specific compensation recommendations on the individual NEOs. The Compensation Committee determines the form and amount of compensation for all executive officers after considering the market data and company, business unit and individual performance. For fiscal year 2012, F.W. Cook advised the Compensation Committee on a wide spectrum of compensation matters, including but not limited to:

• Criteria used to identify peer companies for executive compensation and performance metrics;
  
• Evaluation of our total direct compensation levels and mix for the NEOs and four other seniorofficers;
  
• Mix of long-term incentives, grant types and allocation of stock options and full-value shares;and
  
• Reviewing various other proposals presented to the Compensation Committee by management.

    The Compensation Committee also reviews detailed tally sheets for the CEO and other NEOs. Tally sheets used for 2012 included all elements of executive compensation listed in the section under “Fiscal Year 2012 Compensation”, including potential compensation to our NEOs in the event of a change of control.

    The Compensation Committee, which is composed solely of independent members of the Board, operates under a Board-approved charter that spells out the Committee’s major duties and responsibilities. This charter is available on Agilent’s website at http://www.investor.agilent.com/phoenix.zhtml?c=103274&p=irol-govhighlights.

    The CEO and the Senior Vice President, Human Resources consider the responsibilities, performance and capabilities of each of the Company’s executive officers, including the NEOs, other than the CEO, and what compensation package they believe will incent each to achieve the targeted results for Agilent. The Senior Vice President, Human Resources does not provide input on setting her own compensation. A comprehensive analysis is conducted using a combination of the market data based on our peer group and the survey data mentioned above, performance against targets, and overall performance assessment. This data and analysis is used as the primary consideration to determine if an increase in compensation is warranted and the amount and type of any increase for each of the total compensation components for the then-current fiscal year. After consulting with the Senior Vice President, Human Resources, the CEO makes compensation recommendations, other than for his own compensation, to the Compensation Committee at the first Compensation Committee meeting of the fiscal year. The Compensation Committee does not assign specific weights to individual items, but rather exercises its business judgment to set the compensation of the Company’s executive officers, including the NEOs.

COMPENSATION DISCUSSION AND ANALYSIS

CEO Compensation

    Agilent’s Senior Vice President, Human Resources works directly with the Compensation Committee Chair to provide the data and framework and to answer questions related to the CEO’s total compensation. The CEO is not involved in the process to set his compensation. The Compensation Committee establishes the CEO’s compensation based on a thorough review of the CEO’s performance that includes: (i) an objective assessment against agreed-to metrics set by the Compensation Committee; (ii) tally sheets, (iii) a self-evaluation by the CEO that the Compensation Committee discusses with the independent directors; and (iv) a qualitative evaluation of the CEO’s performance that is developed by the independent directors, including each member of the Compensation Committee, in executive session. The CEO’s total direct compensation package is reviewed annually by the Compensation Committee, which then presents its recommendation to the other independent directors for review and comment. The Compensation Committee then makes the final determinations on compensation for the CEO.

Fiscal Year 2012 Compensation

    For compensation paid to the NEOs in fiscal year 2012, we targeted the 25th to the 75th percentile of our peer group because the Compensation Committee believes that the Company fits within this range on the basis of projected revenues of $7.2 billion, market capitalization and number of employees, as shown below. The Compensation Committee also chose this range in order to attract, retain and motivate our executives as well as to provide rewards for job performance, skill set, prior experience, time in the position and/or with Agilent, and superior achievement in current business conditions. Our compensation targets for the NEOs (and actual compensation delivered) are in line with our total shareholder return relative to our peer group for fiscal year 2012 and for the last three completed fiscal years.

    The following illustrates that Agilent is approximately between the 50th and 75th percentile of the peer group based on revenue, market capitalization, number of employees, and 3-Year total shareholder return:

	Revenues as of each		Number of
	company’s most	Market	Employees	3-Year	1-Year
	recent fiscal year	Capitalization on	as of	TSR	TSR
	end on 9/30/2011*	9/30/2011	10/31/2011	end on	end on
	(in millions) ($)	(in millions) ($)	(#)	10/31/2012	10/31/2012
25th Percentile	$ 4,086	$7,250	9,674	1.2%	-7.7%
Median	$ 4,908	$9,991	16,900	18.7%	10.7%
75th Percentile	$ 8,593	$21,175	29,227	47.8%	25.18%
Agilent Technologies, Inc.	$5,463	$10,850	18,700	46.6%	2.8%
Agilent Technologies, Inc.				74th	39th
Percentile Rank

*

Agilent’s actual Revenue for FY12 (ending 10/31/12) was $6.9B.

COMPENSATION DISCUSSION AND ANALYSIS

    Our NEOs’ target total compensation for fiscal year 2012 varied from 85% to 104% of the 50th percentile of the peer group for each position. Actual earned variable compensation relative to target depends on the performance as discussed below.

    Our executives’ total compensation packages reflect Agilent’s philosophy of aligning pay with performance and rewarding top talent. Accordingly, long-term incentive awards, which for fiscal year 2012 consisted primarily of stock options and performance-based stock awards, represent the largest element of pay for senior executives in order to encourage creation of lasting value for our stockholders by directly tying executive compensation to our success and our stockholders’ interests.

    For fiscal year 2012, approximately 78% of our CEO’s and 71% of our NEOs’ total direct compensation consisted of long-term incentives and is “at-risk”— which means that this component varies year to year depending on Agilent’s stock price and relative total shareholder return (TSR) versus our peers.

CEO Pay-for-Performance Alignment

    The following table illustrates the pay-for-performance alignment for Mr. Sullivan by tracking his total direct compensation (TDC) (comprised of base salary, annual cash bonus and long-term incentives (LTI) as reported in the Summary Compensation Table) in each of the last 5 fiscal years against the changes to Agilent’s indexed TSR over the same period. The numbers shown as the indexed TSR for each year are based on the dollar amount a stockholder would have held at the end of the indicated fiscal year assuming the stockholder invested $100 in Agilent common stock on October 31, 2007.

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

    Our salaries reflect the responsibilities of each NEO, the competitive market for comparable professionals in our industry, and are set to create an incentive for executives to remain with Agilent. Base salaries and benefits packages are the fixed components of our NEOs’ compensation and do not vary with company performance. NEOs’ base salaries are set by considering benchmark market data as well as the performance of each NEO.

    The Committee did not make an adjustment to Mr. Sullivan’s base salary of $990,000 as it determined that the salary was appropriate compared with the median peer group level. In November 2011, the Committee increased the base salaries for Mr. Nersesian, $550,000 to $650,000 to better align his pay against the market after his promotion to the COO position; Mr. McMullen, $525,000 to $575,000; Mr. Hirsch, $525,000 to $575,000, and Mr. Roelofs, $500,000 to $550,000, to compensate appropriately against their respective peers.

Short-Term Cash Incentives

    The Performance-Based Compensation Plan applies to our NEOs and provides the opportunity for cash awards every six months linked to specific annual financial goals and strategic goals for the overall company and the four major lines of business, EMG, CAG, LSG and DGG. Annual cash incentives are paid to reward achievement of critical shorter-term operating, financial and strategic measures and goals that are expected to contribute to shareholder value creation over time. Financial goals for each six-month period are pre-established by the Compensation Committee at the beginning of the period, based on recommendations from management and approval by the Compensation Committee. The financial goals are based on Agilent’s fiscal year 2012 financial plan established by the Board of Directors. After the Compensation Committee certifies the calculations of performance against the goals for each period, payouts, if any, are made in cash. Metrics and goals cannot be changed after they have been approved by the Compensation Committee. The Performance-Based Compensation Plan reflects our pay-for-performance philosophy and directly ties short-term incentives to short-term business performance.

    For fiscal year 2012, the awards under the Performance-Based Compensation Plan were calculated by multiplying the individual’s base salary for the performance period by the individual’s target award percentage and the performance, determined as follows:

H1 Financial	Annual Salary / 2	X	Individual Target Bonus (varies by individual)	X	Financial Portion Target Bonus (75%)	X	Attainment % (based on actual individual performance)
H2
Financial
FY Strategic	Annual Salary	X	Individual Target Bonus (varies by individual)	X	Strategic Portion Target Bonus (25%)	X	Attainment % (based on actual individual performance)

Financial Target Metrics

     The Performance-Based Compensation Plan financial target metrics were based on (1) Agilent’s ROIC and Agilent’s revenue goals for Mr. Sullivan, Mr. Nersesian and Mr. Hirsch and (2) the respective business unit’s ROIC and revenue goals for Mr. McMullen and Mr. Roelofs. In addition, 30% of Mr. McMullen’s and Mr. Roelofs’ target bonus for the first half and second half of fiscal year 2012 was also subject to metrics and targets of the combined Chemical Analysis and Life Sciences groups (“CAG/LSG”) so as to facilitate co-operation between CAG and LSG.

COMPENSATION DISCUSSION AND ANALYSIS

    The Compensation Committee chose those metrics because:

• Revenue places focus on our continued growth; and
  
• ROIC measures how efficiently and effectively management deploys capital.

    We believe that sustained ROIC levels greater than our cost of capital create wealth for our stockholders.

ROIC is a non-GAAP measure and defined as income (loss) from operations less other (income) expense and taxes, divided by the average of the three most recent quarter-end balances of assets less net current liabilities.

    To determine earned awards, we use payout matrices that link the metrics and reflect threshold-to-maximum opportunities based on various achievement levels of the metrics. No awards are paid unless the ROIC or Operating Profit Percentage threshold was achieved. The maximum award under the plan is capped at 200% of the target award. The target metrics set for our short-term incentives and their corresponding results were as follows:

First Half FY12
									ROIC																	Revenue
																										Target				Max		Results
				Threshold					Target					Max					Results					Achievement		(Mil)				(Mil)		(Mil)				Achievement
	Agilent				13	%				26	%				34	%				25	%			Below Target			$3,468			$3,815			$3,364			Below Target
	CAG/LSG				8	%				16	%				23	%				17	%			Above Target			$1,748			$1,923			$1,711			Below Target
	CAG				10	%				20	%				26	%				20	%			At Target			$1,087			$1,196			$1,080			Below Target
	LSG				7	%				14	%				22	%				15	%			Above Target			$955			$1,051			$930			Below Target
Second Half FY12
									ROIC																	Revenue
																										Target				Max		Results
				Threshold					Target					Max					Results					Achievement		(Mil)				(Mil)		(Mil)				Achievement
	Agilent				16	%				31	%				40	%				27	%			Below Target			$3,715			$4,087			$3,352			Below Target
	CAG/LSG				11	%				21	%				28	%				19	%			Below Target			$1,758			$1,934			$1,591			Below Target
	CAG				12	%				24	%				30	%				23	%			Below Target			$1,170			$1,287			$1,075			Below Target
	LSG				11	%				21	%				29	%				19	%			Below Target			$879			$967			$792			Below Target

Note: There are no thresholds for Revenue metrics
____________________

*

CAG targets and results are based on platform numbers. CAG Platform = CAG Divisions plus all CAG/LSG Consumables plus all CAG/LSG Services.

Strategic Component

    For fiscal year 2012, under the Performance-Based Compensation Plan we continued to utilize annual strategic goals to align each NEO’s specific business group objectives (for those NEOs with specific business groups) with the company’s overall business objectives. These goals tie each NEO’s achievement to their specific business objectives. Each NEO had strategic objectives during fiscal year 2012. The strategic component is established within the time prescribed by Section 162(m) of the Internal Revenue Code and is determined on an annual basis. The strategic component accounts for 25% of the total target bonus for each NEO. The maximum payout per NEO for satisfaction of the strategic component is the lesser of (1) up to 200% of strategic objective performance results or (2) 0.5% of non-GAAP pre-tax earnings.

COMPENSATION DISCUSSION AND ANALYSIS

Non-GAAP pre-tax earnings is defined as earnings before income taxes that exclude primarily the impact of integration costs, acquisition fair value adjustments, restructuring and asset impairment charges, business acquisition and separation costs, non-cash intangibles amortization as well as gains and losses from the sale of investments and disposals of businesses.

    The strategic objectives included but were not limited to emerging market growth, organic growth, and improving gross margins. The Compensation Committee has full authority to exercise negative discretion and to consider subjective performance against individual strategic objectives.

    Our Compensation Committee set the monetary value of the fiscal year 2012 short-term incentive targets based on a percent of base salary for each NEO. The Compensation Committee also considered the relative responsibility of each NEO. Each NEO’s short-term incentive target for fiscal year 2012 was set between 80% and 150% of base salary (depending on his position), as follows:

Fiscal Year 2012 Short-Term Incentive Payout Table*

	Expressed as a % of base salary
													Total Target Short-
									Annual FY12				Term Incentives for
	First Half FY12				Second Half FY12				Strategic Objectives				FY12
	Target		Actual		Target		Actual		Target		Actual		Target		Actual
Name	Award		Award		Award		Award		Award		Award		Award		Award
William P. Sullivan	56%		54%		56%		43%		38%		29%		150%		126%
Ronald S. Nersesian	36%		34%		36%		27%		24%		18%		95%		80%
Didier Hirsch	30%		29%		30%		23%		20%		30%		80%		82%
Michael R. McMullen	30%		32%		30%		27%		20%		19%		80%		77%
Nicolas H. Roelofs	30%		31%		30%		25%		20%		18%		80%		75%

____________________

*

Financial performance is measured and paid out each fiscal half; performance against strategic objectives is measured and paid out annually.

    The payouts under the Performance-Based Compensation Plan for fiscal year 2012 are provided in the table below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table”.

										Annual FY12 Strategic
		First Half FY12				Second Half FY12				Objectives				Actual Short-Term
		Target		Actual		Target		Actual		Target		Actual		Incentives Paid for
		Incentive		Award		Incentive		Award		Incentive		Award		the Fiscal Year
Name		($)		($)		($)		($)		($)		($)		($)
William P. Sullivan		$556,875		$537,607		$556,875		$426,566		$371,250		$283,635		$1,247,808
Ronald S. Nersesian		$231,563		$223,550		$231,563		$177,377		$154,375		$117,943		$518,870
Didier Hirsch		$172,500		$166,532		$172,500		$132,135		$115,000		$172,500		$471,167
Michael R. McMullen		$172,500		$182,094		$172,500		$154,342		$115,000		$107,376		$443,812
Nicolas H. Roelofs		$165,000		$173,057		$165,000		$139,201		$110,000		$101,200		$413,458

Long-Term Incentives

    For fiscal year 2012, the Compensation Committee approved long-term incentive grant values for each NEO that were between approximately the 50th and 75th percentiles of grant values for comparable executives at peer companies. Grant values were delivered as follows:

• Approximately half the value was in the form of stock options calculated using the Black-Scholes model and 20-day average closing price of our common stock prior to grant. Theexercise price of the option was the closing price of our common stock on the date of grant.

COMPENSATION DISCUSSION AND ANALYSIS

• The remaining value of the long-term award is a target stock award, delivered under the LTPProgram, and determined by dividing the remaining value by the Monte-Carlo valuation factor. The resulting final stock payout award may range from 0 to 200% of the originally set targetand, if earned, is awarded in the form of unrestricted shares.

    Targeting approximately half of the long-term incentive value in stock options and half of the value in performance shares keeps focus on improving Agilent’s stock price and Agilent’s stock price performance relative to its peers.

    The target value of the long-term incentive awards is determined at the beginning of the then-current fiscal year for each NEO and is partially derived from the peer group data provided by the Compensation Committee’s independent compensation consultant and data from the Radford survey. The target value also reflects the Compensation Committee’s judgment on the relative role of each NEO’s position within Agilent, as well as the performance of each NEO.

    On November 17, 2011, restricted stock units were granted to Mr. McMullen and Mr. Roelofs as a special one-time retention bonus. The Compensation Committee concluded that these individuals are critical to Agilent’s continued focus on expansion into the analytical Life Sciences and Diagnostic markets and that these retention bonuses were reasonable and necessary to the business. The restricted stock units vest 100% on the third anniversary date of the grant, subject to the NEO’s continued employment.

		Number & Type of Award												Total Target Value of
		Stock Options				Performance				Restricted				Long Term-Incentive
Name		(#)(1)				Stock Units (#)(1)				Stock Units (#)				Awards ($)
William P. Sullivan			293,012				77,828				—				$7,800,000
Ronald S. Nersesian			112,697				29,934				—				$3,000,000
Didier Hirsch			67,618				17,960				—				$1,800,000
Michael R. McMullen			63,681				16,962				25,000				$2,621,500
Nicolas H. Roelofs			60,105				15,964				25,000				$2,521,500

(1)

Regular stock options and performance stock units were granted on November 17, 2011.

    The Compensation Committee has established rolling three-year performance periods for determining earned awards under our LTP Program and uses relative TSR as a single metric. This metric aligns with shareholder interests as higher TSR results in higher potential returns for shareholders as well as ensuring a correlation between performance and payouts. As noted above, our short-term incentive program focuses on ROIC and Revenue, and they drive internal business strategies that in turn impact our TSR.

    For purposes of determining the awards, relative TSR reflects (i) the aggregate change in the 20-day average closing price of Agilent’s stock versus each of the companies in Agilent’s LTP Program peer group, each as measured at the beginning and end of the three-year performance period plus (ii) the value (if any) returned to shareholders in the form of dividends or similar distributions, assumed to be reinvested quarterly on a pre-tax basis.

COMPENSATION DISCUSSION AND ANALYSIS

Performance Stock Units Earned in Fiscal Year 2012

    The performance shares earned in fiscal year 2012 were based on relative TSR versus all companies in the S&P 500 Information Technology, Health Care and Industrials Sectors Indexes for fiscal year 2010 through fiscal year 2012. The performance schedule determined by the Compensation Committee in fiscal year 2010was as follows:

		Payout as a
		% of
Performance		Target
Below 25th Percentile Rank (threshold)			0	%
25th Percentile Rank			25	%
50th Percentile Rank (target)			100	%
75th Percentile Rank and Above			200	%

    Performance shares are completely “at-risk” compensation because Agilent’s performance must be at or above the 25th percentile in order for the individuals to receive a payout. The performance shares will then pay out linearly for each level of performance as illustrated below:

Percentile Performance Relative to Performance Peer Group
Agilent Relative Total Shareholder Return

    Agilent’s TSR performance relative to peers and the payout percentages for the LTP Program for the past 5 years are set forth in the following table:

Fiscal Year	Agilent TSR Relative Rank to Peer Group	Payout %
2010 - 2012	46.9%	91.0%
2009 - 2011	54.9%	120.0%
2008 - 2010	59.6%	138.0%
2007 - 2009	50.9%	104.0%
2006 - 2008	59.6%	138.0%

COMPENSATION DISCUSSION AND ANALYSIS

    The table below sets forth the targeted number of shares for the performance period covering fiscal year 2010 through fiscal year 2012 and the shares earned at % of target and the cash value of the shares based on the closing price of Agilent’s common stock on November 13, 2012. On November 13, 2012, the Compensation Committee certified the TSR results and approved the payout at 91.0% for the performance period concluded on October 31, 2012. The payout of these awards was made in November 2012.

Fiscal Year 2010 - 2012 LTP Program Payout Table

	Target Awards		Payout at 91%		Cash Value of
	(Shares)		(Shares)		Payout at 91% ($)(2)
William P. Sullivan	83,125		75,643		$2,748,110
Ronald S. Nersesian	26,323		23,953		$870,212
Didier Hirsch (1)	15,589		14,185		$515,341
Michael R. McMullen	22,166		20,171		$732,812
Nicolas H. Roelofs	16,625		15,128		$549,600

____________________

(1)		Mr. Hirsch was granted 5,888 LTPP shares on November 18, 2009 and 9,701 additional performance shares on August 18, 2010, after his promotion to Senior Vice President, Chief Financial Officer.
(2)		Reflects the fair market value of the shares based on the closing price of Agilent’s common stock on November 13, 2012.

Equity Grant Practices

    The Compensation Committee generally makes grants of stock awards to our NEOs at the first Compensation Committee meeting of our fiscal year. Awards are neither timed to relate to the price of Agilent’s stock nor to correspond with the release of material non-public information, although grants are generally made when Agilent’s trading window is open. Grants to current employees are generally effective on the date of the Compensation Committee meeting approving such grants. Grants to new employees, including potential NEOs, are typically made at the next regularly scheduled Compensation Committee meeting following the employee’s start date. When an employee retires from Agilent, all unvested restricted stock units and/or stock options granted on or after November 17, 2010 continue to vest per the original terms of the grant. Grants prior to November 17, 2010 have accelerated vesting upon retirement.

Benefits

    The Agilent global benefits philosophy is to provide NEOs with protection and security through health and welfare, retirement, disability insurance and life insurance programs. During fiscal year 2012, the CEO and other NEOs were eligible to receive the same benefits that are generally available to other Agilent employees.

    In addition to the company-wide benefits, Agilent’s NEOs have company-paid financial counseling through a third party service to assist with their personal finances. We believe that providing this service gives our NEOs a better understanding of their pay and benefits, allowing them to concentrate on Agilent’s future success. NEOs are also provided executive physical examinations, for which we cover the costs that are not otherwise covered under each NEO’s chosen health plan. We believe that the executive physical is a prudent measure to help ensure the health of our executives. Both the financial counseling and the executive physicals are benefits generally provided by our peer companies and are available at a reasonable group cost to Agilent.

    Generally, it is our Compensation Committee’s philosophy to not provide perquisites to our NEOs except in limited circumstances. For example, in fiscal year 2012, there were no special perquisites for our NEOs except for financial counseling, the executive physicals mentioned above and the occasional use by executive officers of company drivers to transport them and their family members to the airport for personal travel.

COMPENSATION DISCUSSION AND ANALYSIS

Deferred Compensation

    Our NEOs are eligible to voluntarily defer base salary, short-term incentives in the form of awards under the Performance-Based Compensation Plan and long-term incentives in the form of stock awards under the LTP Program. The deferrals are made through our 2005 Deferred Compensation Plan. This is a common benefit arrangement offered by our peer companies.

    Payouts are distributed to eligible participants in January of the year following termination of employment, if termination occurs during the first six months of the calendar year. Otherwise, payouts are distributed to eligible participants in July of the year following termination. No early distributions or withdrawals are allowed. If an election is made to defer performance shares earned under the LTP Program, shares are deferred in the form of Agilent common stock only. At the end of the deferral period, the LTP Program shares are simply released to the executive.

    These benefits and an additional description of plan features are set forth in the section entitled “Non-Qualified Deferred Compensation in Last Fiscal Year” below and the narrative descriptions accompanying this section.

Pension Plans

    We provide a pension plan, the Agilent Technologies, Inc. Retirement Plan (“Retirement Plan”), to our NEOs , as well as other eligible Agilent employees, for long-term employment retention and to support our career-employment strategy, as well as to provide employee retirement savings. The Agilent Retirement Plan is an important benefit that is not generally available within the technology sector and differentiates Agilent from many of our peer companies. In addition, we provide the Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (the “Supplemental Benefit Retirement Plan”) to our NEOs and other eligible Agilent employees. The Supplemental Benefit Retirement Plan is an unfunded, non-qualified pension plan which pays amounts upon retirement that would be due under the regular Retirement Plan benefit formula, but are limited under the tax-qualified Retirement Plan by the Internal Revenue Code.

    Additionally, we provide the Agilent Technologies, Inc. Deferred Profit-Sharing Plan (the “Deferred Profit-Sharing Plan”) that provides certain amounts to our NEOs and other Agilent employees who provided services to our predecessor company, Hewlett-Packard Company (“Hewlett-Packard”), prior to November 1, 1993. None of these plans provide any credit of benefits prior to the date of hire or where there is a break in service.

    Retirement benefits are set forth in the table entitled “Pension Benefits” below and the narrative descriptions accompanying this table.

Policy Regarding Compensation in Excess of $1 Million a Year

    Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1 million paid to our CEO and the three other most highly compensated NEOs (excluding the CFO) employed at the end of the year. Certain compensation is specifically exempt from the deduction limit to the extent that it is “performance based” as defined in Section 162(m) of the Code.

    Our Compensation Committee considers the impact of Section 162(m) in setting and determining executive compensation because it is concerned with the net cost of executive compensation to Agilent (i.e., taking into account the tax treatment of the compensation), and its ability to effectively administer executive compensation in the long-term interests of stockholders.

    For fiscal year 2012, stock options, short-term cash incentives and long-term performance stock units are intended to comply with the exception for performance-based compensation under Section 162(m). Of course, in order to maintain flexibility in rewarding individual performance and

COMPENSATION DISCUSSION AND ANALYSIS

contributions, the Compensation Committee will not limit all the amounts paid under all of Agilent’s compensation programs to just those that qualify for tax deductibility. In addition, because of the fact-based nature of the performance-based compensation exception and the limited amount of binding-related guidance, Agilent cannot guarantee that compensation that is intended to comply with the performance-based compensation exception under Section 162(m) of the Code will in fact so qualify.

Stock Ownership Guidelines

    Our stock ownership guidelines are designed to encourage our NEOs and other executive officers to achieve and maintain a significant equity stake in Agilent and more closely align their interests with those of our stockholders. The guidelines provide that the CEO should accumulate and hold, within five years from election to his or her position, an investment level in our stock equal to a specified multiple of his or her annual base salary. The guidelines further provide that the CFO and other executive officers should accumulate and hold, within five years from appointment to their executive officer positions, an investment level in our stock equal to the lesser of either (1) a specified multiple of their annual base salary or (2) direct ownership of a certain level of shares of Agilent stock. The investment level as a multiple of annual base salary or direct ownership guidelines is set forth below:

	Investment
	Level =		Direct Ownership of
	Multiple of Annual		Agilent Stock
Level	Base Salary		(# of Shares)
CEO	6X			N/A
CFO/COO	3X			80,000
All other executive officers	3X			40,000

    An annual review is conducted to assess compliance with the guidelines. By the end of fiscal year 2012, all of our NEOs had either met or were on track to reach their stock ownership guideline requirements within the applicable timeframe.

Termination and Change of Control

    Consistent with the practice of many of our peers, the Compensation Committee adopted change-of-control agreements designed to provide protection to the NEOs so they are not distracted by their personal, professional and financial situations at a time when Agilent needs them to remain focused on their responsibilities, Agilent’s best interests and those of all its stockholders. These agreements provide for a “double-trigger” payout only in the event of a change in control and the executive officer is either terminated from his-or-her position or moved into a position that represents a substantial change in responsibilities within a limited period of time after the transaction (these agreements do not become operative unless both events occur).

    We have eliminated excise tax gross-ups for officers entering into newly executed change-of-control agreements after July 14, 2009. Existing officers that had such protection under ongoing agreements will continue to have this benefit as long as the existing agreements remain in effect without material amendment.

    Potential payments to our NEOs in the event of a change of control under our existing agreements are reported in the “Termination and Change of Control Table.”

    In addition, we have a Workforce Management Program in place that is applicable to all Agilent employees, including NEOs. Employment security is tied to competitive realities as well as individual results and performance, but from time to time, business circumstances could dictate the need for Agilent to reduce its workforce. The Workforce Management Program is intended to assist employees affected by restructuring by providing transition income in the form of severance benefits.

EXECUTIVE COMPENSATION

Summary Compensation Table

    Agilent’s NEOs for fiscal 2012 include Agilent’s (i) President and Chief Executive Officer, (ii) Executive Vice President and Chief Operating Officer, (iii) Senior Vice President, Chief Financial Officer, and (iv) other two most highly compensated executive officers who were serving as executive officers at the end of fiscal 2012.

Summary Compensation Table
																			Change in
																			Pension
																			Value and
																			Nonqualified
															Non-Equity				Deferred
							Stock				Option				Incentive Plan				Compensation				All other
Name and			Salary		Bonus		Awards ($)				Awards ($)				Compensation				Earnings				Compensation
Principal Position	Year		($)		($)(1)		(2)(3)(5)				(2)(4)(5)				($)(6)				($)(7)				($)(8)				Total ($)
William P. Sullivan	2012		$990,000		$0			$3,859,183				$4,007,791				$1,247,808				$0				$30,935				$10,135,717
President and Chief	2011		$990,000		$0			$3,521,505				$3,788,302				$1,922,258				$0				$30,200				$10,252,264
Executive Officer	2010		$990,000		$0			$3,395,127				$3,491,810				$2,535,586				$0				$29,924				$10,442,447
Ronald S. Nersesian	2012		$641,667		$0			$1,484,309				$1,541,459				$518,870				$119,247				$26,917				$4,332,469
Executive Vice President	2011		$545,838		$0			$1,760,651				$1,136,484				$740,293				$101,039				$26,009				$4,310,316
and Chief Operating	2010		$497,087		$0			$1,075,127				$1,105,736				$712,505				$97,561				$25,182				$3,513,198
Officer
Didier Hirsch	2012		$570,834		$0			$890,565				$924,873				$471,167				$105,788				$16,041				$2,979,268
Senior Vice President,	2011		$520,846		$0			$1,018,648				$811,773				$556,808				$96,291				$13,599				$3,017,964
Chief Financial Officer	2010		$366,249		$0			$636,442				$638,812				$456,399				$86,892				$71,730				$2,256,524
Michael R. McMullen	2012		$570,834		$0			$1,771,329				$873,485				$443,812				$105,787				$31,030				$3,796,277
Senior Vice President,	2011		$519,591		$0			$1,509,094				$865,898				$387,468				$96,053				$29,642				$3,407,747
Chemical Analysis Group	2010		$457,091		$0			$905,340				$931,142				$557,711				$98,466				$40,694				$2,990,445
Nicolas H. Roelofs	2012		$545,835		$0			$1,721,842				$822,111				$413,458				$84,664				209,228				$3,797,138
Senior Vice President, Life	2011		$493,767		$0			$1,408,501				$757,660				$394,930				$76,333				$10,678				$3,141,869
Sciences Group	2010		$425,004		$0			$679,025				$698,354				$446,513				$92,583				$11,026				$2,352,506

____________________

(1)		None of the executive officers received any service awards or cash bonuses for fiscal years 2012, 2011 and 2010.
(2)		Reflects the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, Stock Compensation (“FASB ASC Topic 718”). The assumptions used in calculating the expense are provided in additional detail in the tables below.
(3)		Amounts consist of expenses relating to multiple performance share awards that are outstanding simultaneously for each NEO under the LTP Program and restricted stock unit awards to Messrs. McMullen and Roelofs as described in “Compensation Discussion and Analysis—Long-Term Incentives.”
(4)		Amounts consist of expenses relating to option awards granted under the 2009 Stock Plan granted at an exercise price equal to the closing price of Agilent common stock on the date of grant.
(5)		The expenses listed in these columns include expenses for stock awards and options awarded in accordance with the LTP Program and 2009 Stock Plan, as shown in the table below.
(6)		Amounts consist of incentive awards earned by the NEOs during fiscal year 2012 under the Performance-Based Compensation Plan for Covered Employees.
(7)		Amounts represent the change in pension value for the following Agilent sponsored pension plans: Agilent Technologies, Inc. Deferred Profit-Sharing Plan, Agilent Technologies, Inc. Retirement Plan and Agilent Technologies, Inc. Supplemental Benefit Retirement Plan.
(8)		Amounts reflect (i) employer contributions of $9,900 to Mr. Sullivan, and $10,000 each to Messrs. Nersesian, McMullen, Hirsch and Roelofs for the Agilent Technologies, Inc. 401(k) Plan in fiscal year 2012, (ii) $18,775 for Mr. Sullivan, $15,220 for Mr. Nersesian, and $13,880 for Mr. McMullen for services incurred from The Ayco Company, LP, the provider designated by Agilent to provide financial counseling services to our NEOs, and $2,397 for Mr. McMullen and $3,247 for Mr. Hirsch for services incurred by KPMG, LLC, the tax provider designated by Agilent to provide tax preparation services for expatriates, (iii) travel expenses fees of $1,510 for Mr. Sullivan, $697 for Mr. Nersesian, $3,253 for Mr. McMullen and $1,394 for Mr. Hirsch for use of Agilent drivers and vehicles for personal travel,

EXECUTIVE COMPENSATION

and (iv) $750 for Mr. Sullivan, $1,000 for Mr. Nersesian, $1,500 for Mr. McMullen, $1,400 for Mr. Hirsch, and $375 for Mr. Roelofs, for employer contribution to a health savings account. The amounts for Mr. Hirsch do not include an estimated lump sum benefit from the Agilent Technologies, Inc. French Pension Plan. This estimate was included in 2010; however, it was deleted since it is not an appropriate item for this column. International assignment benefits for Mr. Roelofs include assignment-related costs in the aggregate amount of $198,853, consisting of $39,840 for travel, $68,195 for housing, $61,546 for relocation allowances and $29,272 for all other net relocation expenses.

    The following table itemizes the full grant date fair value of equity grants made during the 2010, 2011 and 2012 fiscal years in accordance with FASB ASC Topic 718 for the “Stock Awards” and “Option Awards” columns of the “Summary Compensation” table.

Long-term Incentive Awards
	Long Term Performance Program
	Total FY12 Expense												Total FY11 Expense												Total FY10 Expense
									Restricted
									Stock												Restricted
	Stock				Option				Unit				Stock				Option				Stock				Stock				Option
	Awards				Awards				Awards				Awards				Awards				Unit Awards				Awards				Awards
Mr. Sullivan		$3,859,183				$4,007,791				—				$3,521,505				$3,788,302				—				$3,395,127				$3,491,810
Mr. Nersesian		$1,484,309				$1,541,459				—				$1,056,451				$1,136,484				$704,200				$1,075,127				$1,105,736
Mr. Hirsch		$890,565				$924,873				—				$754,573				$811,773				$260,237				$636,442				$638,812
Mr. McMullen		$841,079				$873,485				$930,250				$804,894				$865,898				$704,200				$905,340				$931,142
Mr. Roelofs		$791,592				$822,111				$930,250				$704,301				$757,660				$704,200				$679,025				$698,354

FASB ASC Topic 718 Assumptions

    The following table sets forth the weighted average FASB ASC Topic 718 assumptions used in 2009 to 2012 in the calculation of the stock awards and option awards presented in our “Summary Compensation Table”. For all periods presented, the fair value of share-based awards for employee stock options awards was estimated using the Black-Scholes option pricing model. While shares granted under the LTP Program were valued using a Monte Carlo simulation. The estimated fair value of restricted stock unit awards was determined based on the market price of Agilent’s common stock on the date of grant, adjusted for expected dividend yield. On January 17, 2012, the company’s Board of Directors approved the initiation of quarterly cash dividends to the company’s shareholders. The fair value of all the awards granted prior to the declaration of quarterly cash dividends was measured based on an expected dividend yield of 0%.

	Years Ended October 31,
	2012				2011				2010				2009
Stock Option Plans:
Weighted average risk-free interest rate		0.88%				1.49%				2.19%				2.31%
Dividend yield		0%				0%				0%				0%
Weighted average volatility		38%				35%				37%				32%
Expected life		5.80 yrs				5.80 yrs				4.40 yrs				4.40 yrs
LTPP:
Volatility of Agilent shares		41%				40%				39%				33%
Volatility of selected peer-company shares		17%-75%				20%-76%				20%-80%				17%-62%
Price-wise correlation with selected peers		62%				55%				53%				35%

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards in Last Fiscal Year

    The following table sets forth certain information regarding grants of plan-based awards to each of our NEOs during fiscal year 2012. For more information please refer to the “Compensation Discussion and Analysis.”

Grants of Plan-Based Awards in Fiscal Year 2012
																													All Other
		Estimated Possible Payouts Under															Estimated Payouts Under Equity												Option
		Non-Equity Incentive Plan Awards (1)															Incentive Plan Awards (2)												Awards:								Exercise				Grant Date
																													Number of								or Base				Fair Value
																													Securities				All Other				Price of				of Stock
																													Underlying				Stock				Option				and Option
		Grant			Threshold				Target				Maximum				Threshold				Target				Maximum				Options				Awards				Awards				Awards
Name		Date			($)				($)				($)				($)				($)				($)				(#)(3)				(#)				($/Sh)				($)
William P. Sullivan		11/17/2011				$241,313				$928,125				$1,856,250				$964,796				$3,859,183				$7,718,366				293,012				—				$37.21				$4,007,791
		5/15/2012				$55,688				$556,875				$1,113,750				—				—				—				—				—				—				—
Ronald S. Nersesian		11/17/2011				$100,344				$385,938				$771,876				$371,077				$1,484,309				$2,968,617				112,697				—				$37.21				$ 1,541,459
		5/15/2012				$23,156				$231,563				$463,126				—				—				—				—				—				—				—
Didier Hirsch		11/17/2011				$74,750				$287,500				$575,000				$222,641				$890,565				$1,781,131				67,618				—				$37.21				$924,873
		5/15/2012				$17,250				$172,500				$345,000				—				—				—				—				—				—				—
Michael R. McMullen		11/17/2011				$57,500				$287,500				$575,000				$210,270				$841,079				$1,682,157				63,861				—				$37.21				$873,485
		11/17/2011				—				—				—				—				—				—				—				25,000				—				$930,250
		5/15/2012				$17,250				$172,500				$345,000				—				—				—				—				—				—				—
Nicolas H. Roelofs		11/17/2011				$55,000				$275,000				$550,000				$197,898				$791,592				$1,583,183				60,105				—				$37.21				$822,111
		11/17/2011				—				—				—				—				—				—				—				25,000				—				$930,250
		5/15/2012				$16,500				$165,000				$330,000				—				—				—				—				—				—				—

____________________

(1)		Reflects the value of the potential payout targets for fiscal year 2012 pursuant to the annual award program under Agilent’s Performance-Based Compensation Plan. Actual payout amounts under this plan are disclosed in the “Summary Compensation Table.”
(2)		Reflects the value of potential payout of the target number of performance shares granted in fiscal year 2012 for the FY12 through FY14 performance period under Agilent’s LTP Program. Actual payout of these awards, if any, will be determined by the Compensation Committee after the end of the performance period depending on whether the performance criteria set forth in Agilent’s LTP Program were met. Payout, if any, will be in the form of Agilent common stock. Please see section entitled “Long-Term Incentives” for disclosure regarding material terms of the LTP Program.
(3)		Reflects options granted in fiscal year 2012 under the 2009 Stock Plan in accordance with Agilent’s long-term incentive goals as described in the “Compensation Discussion and Analysis—Long-Term Incentives.” Such options vest at 25% per year over four years.

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

    The following table provides information on the current holdings of options, restricted stock awards and restricted stock units by our NEOs as of October 31, 2012.

Outstanding Equity Awards at Fiscal Year 2012 Year-End
				Option Awards(1)																			Stock Awards
																							Equity
												Plan											Incentive				Plan Awards:
												Awards:											Awards:				Market or
				Number of Securities								Number of											Number of				Payout Value of
				Underlying Unexercised								Securities											Unearned				Unearned
				Options (#)								Underlying											Shares, Units or				Shares, Units or
												Unexercised		Option					Option		Option		Other Rights				Other Rights
												Unearned		Exercise					Vesting		Expiration		That Have Not				That Have Not
Name		Grant Date		Exercisable				Unexercisable				Options (#)		Price ($)					Date		Date		Vested (#)(2)				Vested ($)
William P. Sullivan		11/19/2007			231,092				0			n/a			$	35.80			11/19/2008		11/18/2017							$0
		11/18/2008			112,522				113,122			n/a			$	19.00			11/18/2009		11/17/2018							$0
		11/18/2009			89,074				178,147			n/a			$	29.46			11/18/2010		11/17/2019							$0
		11/17/2010			75,888				227,667			n/a			$	35.21			11/17/2011		11/16/2020			—				$0
		11/17/2011			0				293,012			n/a			$	37.21			11/17/2012		11/16/2021			—				$0
		11/18/2009			—				—			—				—			—		—			83,125				$2,991,669
		11/17/2010			—				—			—				—			—		—			72,150				$2,596,679
		11/17/2011			—				—			—				—			—		—			77,828				$2,801,030
Total					508,576				811,948															233,103				$8,389,378
Ronald S. Nersesian		11/19/2007			10,505				0			n/a			$	35.80			11/19/2008		11/18/2017			—				$0
		11/18/2008			0				20,739			n/a			$	19.00			11/18/2009		11/17/2018			—				$0
		3/27/2009			5,855				5,855			n/a			$	16.21			3/27/2010		3/26/2019			—				$0
		11/18/2009			28,207				56,413			n/a			$	29.46			11/18/2010		11/17/2019			—				$0
		11/17/2010			22,766				68,300			n/a			$	35.21			11/17/2011		11/16/2020			—				$0
		11/17/2011			0				112,697			n/a			$	37.21			11/17/2012		11/16/2021			—				$0
		3/27/2009			—				—			—				—			—		—			5,000				$179,950
		11/18/2009			—				—			—				—			—		—			26,323				$947,365
		11/17/2010			—				—			—				—			—		—			15,000				$539,850
		11/17/2010			—				—			—				—			—		—			21,645				$779,004
		11/17/2011			—				—			—				—			—		—			29,934				$1,077,325
Total					67,333				264,004															97,902				$3,523,494
Didier Hirsch		5/17/2005			10,002				0			n/a			$	20.87			5/17/2006		5/16/2015			—				$0
		1/17/2006			17,327				0			n/a			$	31.93			1/17/2007		1/16/2016			—				$0
		11/15/2006			16,500				0			n/a			$	33.14			11/15/2007		11/14/2016			—				$0
		11/19/2007			17,857				0			n/a			$	35.80			11/19/2008		11/18/2017			—				$0
		11/18/2008			16,038				8,013			n/a			$	19.00			11/18/2009		11/17/2018			—				$0
		11/18/2009			12,618				12,619			n/a			$	29.46			11/18/2010		11/17/2019			—				$0
		8/18/2010			20,181				20,182			n/a			$	29.44			8/18/2011		8/17/2020			—				$0
		11/17/2010			16,261				48,786			n/a			$	35.21			11/17/2011		11/16/2020			—				$0
		11/17/2011			0				67,618			n/a			$	37.21			11/17/2012		11/16/2021			—				$0
		11/18/2009			—				—			—				—			—		—			5,888				$211,909
		8/18/2010			—				—			—				—			—		—			9,701				$349,139
		11/17/2010			—				—			—				—			—		—			5,544				$199,529
		11/17/2010			—				—			—				—			—		—			15,460				$556,405
		11/17/2011			—				—			—				—			—		—			17,960				$646,380
Total					126,784				157,218															54,553				$1,963,362
Michael R. McMullen		1/26/2004			26,253				0			n/a			$	31.93			1/26/2005		1/25/2014			—				$0
		1/24/2005			4,402				0			n/a			$	20.62			1/24/2006		1/23/2015			—				$0
		1/17/2006			18,377				0			n/a			$	31.93			1/17/2007		1/16/2016			—				$0
		11/15/2006			17,000				0			n/a			$	33.14			11/15/2007		11/14/2016			—				$0
		11/19/2007			31,513				0			n/a			$	35.80			11/19/2008		11/18/2017			—				$0
		11/18/2008			53,733				17,911			n/a			$	19.00			11/18/2009		11/17/2018			—				$0
		11/18/2009			47,505				47,506			n/a			$	29.46			11/18/2010		11/17/2019			—				$0
		11/17/2010			17,346				52,038			n/a			$	35.21			11/17/2011		11/16/2020			—				$0
		11/17/2011			0				63,861			n/a			$	37.21			11/17/2012		11/16/2021			—				$0

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year 2012 Year-End
		Option Awards(1)																					Stock Awards
																							Equity
												Plan											Incentive				Plan Awards:
												Awards:											Awards:				Market or
				Number of Securities								Number of											Number of				Payout Value of
				Underlying Unexercised								Securities											Unearned				Unearned
				Options (#)								Underlying											Shares, Units or				Shares, Units or
												Unexercised		Option					Option		Option		Other Rights				Other Rights
												Unearned		Exercise					Vesting		Expiration		That Have Not				That Have Not
Name		Grant Date		Exercisable				Unexercisable				Options (#)		Price ($)					Date		Date		Vested (#)(2)				Vested ($)
		3/27/2009			—				—			—				—			—		—			5,000				$179,950
		11/18/2009			—				—			—				—			—		—			22,166				$797,754
		11/17/2010			—				—			—				—			—		—			15,000				$539,850
		11/17/2010			—				—			—				—			—		—			16,491				$593,511
		11/17/2011			—				—			—				—			—		—			16,962				$610,462
		11/17/2011			—				—			—				—			—		—			25,000				$899,750
Total					216,129				181,316															100,619				$3,621,277
Nicolas Roelofs		11/15/2006			16,500				0			n/a			$	33.14			11/15/2007		11/14/2016			—				$0
		11/19/2007			29,412				0			n/a			$	35.80			11/19/2008		11/18/2017			—				$0
		11/18/2008			0				13,198			n/a			$	19.00			11/18/2009		11/17/2018			—				$0
		11/18/2009			35,629				35,629			n/a			$	29.46			11/18/2010		11/17/2019			—				$0
		11/17/2010			15,177				45,534			n/a			$	35.21			11/17/2011		11/16/2020			—				$0
		11/17/2011			0				60,105			n/a			$	37.21			11/17/2012		11/16/2021			—				$0
		3/27/2009			—				—			—				—			—		—			5,000				$179,950
		11/18/2009			—				—			—				—			—		—			16,625				$598,334
		11/17/2010			—				—			—				—			—		—			14,430				$519,336
		11/17/2010			—				—			—				—			—		—			15,000				$539,850
		11/17/2011			—				—			—				—			—		—			15,964				$574,544
		11/17/2011			—				—			—				—			—		—			25,000				$899,750
Total					96,718				154,466															92,019				$3,311,764

____________________

(1)		Pursuant to the anti-dilution provisions in Agilent’s 1999 Stock Plan, the number of shares and exercise prices related to the listed stock options with grant dates prior to November 1, 2006 were adjusted to maintain their aggregate economic value in connection with the spin-off of Verigy on October 31, 2006.
(2)		Amounts reflect multiple unvested performance share awards that are outstanding simultaneously as of the end of fiscal year 2012 for each NEO under the LTP Program, except the 20,000 restricted stock unit awards each granted to Mr. Nersesian, Mr. McMullen and Mr. Roelofs on March 27, 2009, the 7,500 restricted stock unit awards granted to Mr. Hirsch on November 17, 2010, the 20,000 restricted stock unit awards each granted to Mr. Nersesian, Mr. McMullen and Mr. Roelofs on November 17, 2010 and the 25,000 restricted unit awards each granted to Mr. McMullen and Mr. Roelofs on November 17, 2011. Each restricted stock unit award vests in four equal annual installment beginning on the first anniversary of the date of grant, except for the restricted stock units granted to Mr. McMullen and Mr. Roelofs on November 17, 2011, which vest 100% on the third anniversary of the grant. See the “Compensation Discussion and Analysis.”

EXECUTIVE COMPENSATION

Option Exercises and Stock Vested at Fiscal Year-End

     The following table sets forth information on stock option exercises and stock vesting in fiscal year 2012 and the value realized on the date of exercise, if any, by each of our NEOs.

Option Exercises and Stock Vested in Fiscal Year 2012
		Restricted Stock & Restricted Stock
		Option Awards								Units								Performance Awards
		Number of								Number of								Number of
		Shares Acquired				Value Realized				Awards Acquired				Value Realized				Awards Acquired				Value Realized
		on Exercise				on Exercise				Upon Vesting				on Vesting				Upon Vesting				on Vesting
Name		(#)				($)				(#)				($)				(#)(1)				($)(2)
William P. Sullivan			600				$15,450				—				—				75,643				$2,748,110
Ronald S. Nersesian			20,739				$382,220				10,000				$414,400				23,953				$870,212
Didier Hirsch			—				—				1,847				$68,727				710				$25,794
Michael R. McMullen			5,000				$119,450				10,000				$414,400				20,171				$732,812
Nicolas H. Roelofs			15,592				$383,432				10,000				$414,400				15,128				$549,600

____________________

(1)		Amounts reflect the performance shares granted in fiscal year 2010 pursuant to the LTP Program for the FY10-FY12 performance period and paid out in calendar year 2012. Mr. Hirsch had elected to defer 13,475 shares into his Deferred Compensation Account.
(2)		The market value of these awards is based on the closing price of Agilent’s common stock on November 13, 2012.

Pension Benefits

    The following table shows the estimated present value of accumulated benefits payable including years of credited service payable on retirement to our NEOs under the Deferred Profit-Sharing Plan (“DPSP”), the Retirement Plan and the Supplemental Benefit Retirement Plan. To calculate the number of years of an eligible employee’s service, the pension plans will bridge each eligible employee’s service, if any, with Hewlett-Packard Company to that eligible employee’s service with Agilent; the years of service will reflect employment service from both Hewlett-Packard and Agilent. The cost of all three plans is paid entirely by Agilent. The present value of accumulated benefit is calculated using the assumptions under Accounting Standards Codification Topic 715: Compensation – Retirement Benefits for the fiscal year end measurement (as of October 31, 2012). The present value is based on a lump sum interest rate of 6.00%, DPSP rate of return of 7.5% and the “applicable mortality table” described in section 417(e)(3) of the Internal Revenue Code. See also Note 15 to Agilent’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended October 31, 2012, as filed with the SEC on December 20, 2012.

Pension Benefits
				Agilent Technologies, Inc.
																Number
		Eligible for														of Years						Present
		Full		Deferred								Supplemental				of Credited				Payments		Value of
		Retirement		Profit-Sharing				Retirement				Benefit Plan				Service				During Last		Accumulated
Name		Benefits?		Plan ($)				Plan($)				($)				(#)				Fiscal Year ($)		Benefit ($)
William P. Sullivan		Yes			$629,606				$416,685				$3,441,507				30			$0			$4,487,798
Ronald S. Nersesian		No			$0				$346,809				$376,024				10			$0			$722,833
Didier Hirsch		No			$0				$457,130				$331,191				13			$0			$788,321
Michael R. McMullen		No			$201,975				$692,019				$597,127				28			$0			$1,491,122
Nicolas H. Roelofs		No			$0				$218,812				$198,278				7			$0			$417,090

EXECUTIVE COMPENSATION

Retirement Plan

    The Retirement Plan guarantees a minimum retirement benefit payable at normal retirement age(the later of age 65 or termination). Benefits are accrued on a monthly basis as a lump sum payable at normal retirement age based on target pay and years of credited service up to a maximum of 30 years as follows:

For participants who have fewer than 15 years of service:

11% × target pay at the end of the month

PLUS

5% × target pay at the end of the month in excess of 50% of the Social Security Wage Base

For participants who have 15 or more years of service:

14% × target pay at the end of the month

PLUS

5% × target pay at the end of the month in excess of 50% of the Social Security Wage Base

    Benefits under the Retirement Plan are payable as either (a) a single life annuity for single participants or as (b) a 50% joint and survivor annuity for married participants. Participants may elect to receive payments at any time following termination or retirement and in the above forms or as an actuarially equivalent 75% or 100% joint and survivor annuity, or as a one-time lump sum. Payments made prior to normal retirement age will be reduced in accordance with the plan provisions.

    All regular full-time or regular part-time employees automatically become participants in the Retirement Plan on the May 1 or November 1 following completion of two years of service.

Deferred Profit-Sharing Plan

    The Deferred Profit-Sharing Plan is a closed, defined contribution plan. The Deferred Profit-Sharing Plan was created by Hewlett-Packard and covers participants’ service with Hewlett-Packard before November 1, 1993 and is used as a floor offset for the Retirement Plan for service prior to November 1, 1993. There have been no contributions into the plan since October 31, 1993.

    For service prior to November 1, 1993 (if any), the benefit due is the greater of (i) the benefit defined by the Retirement Plan formula, and (ii) the annuity value of the Deferred Profit-Sharing Plan account balance. Therefore, for service prior to November 1, 1993, the Retirement Plan guarantees a minimum retirement benefit.

    Benefits under the Deferred Profit-Sharing Plan are payable at normal retirement age as either (i) a single life annuity for single participants, or (ii) a 50% joint and survivor annuity for married participants. Participants may elect to receive payments at any time following termination or retirement and in the above forms or as 75% or 100% joint and survivor annuity, or as a one-time lump sum.

EXECUTIVE COMPENSATION

Supplemental Benefit Retirement Plan

    The Supplemental Benefit Retirement Plan is an unfunded, non-qualified deferred compensation plan. Benefits payable under this plan are equal to the excess of the qualified Retirement Plan amount that would be payable in accordance with the terms of the Retirement Plan disregarding the benefit and compensation limitations imposed pursuant to sections 415 and 401(a)(17) of the Internal Revenue Code.

    Benefits under the Supplemental Benefit Retirement Plan are payable upon termination or retirement as follows:

• Accruals prior to January 1, 2005 are paid in a single lump sum in the January following thefiscal year in which the participant takes his qualified Retirement Plan benefit.
  
• Accruals after December 31, 2004 are paid based on the date participants retire or terminate:in January immediately following if termination occurs during the first six months of theyear; or in July if termination occurs during the second six months of the year. Participantswill receive a benefit in the form of either five annual installments (if the lump sum value is atleast $150,000); or in a single lump sum (if the lump sum value is less than $150,000).

Non-Qualified Deferred Compensation in Last Fiscal Year

    For fiscal year 2012, the non-qualified deferred compensation plan is available to all active employees on the US payroll with total target cash salary, including the short-term Performance-Based Compensation Plan, greater than or equal to $250,000.

    There are three types of earnings that may be deferred under the program:

	1.		100% of annual base pay earnings in excess of the IRS qualified plan limit of $250,000 for 2012;
	2.		95% of bonus earnings, discretionary and cash compensation paid under the Performance-Based Compensation Plan; and
	3.		95% of performance based compensation paid out in accordance with the terms of Agilent’s LTP Program. Awards under this program are paid out in the form of Agilent common stock.

    Deferral elections may be made annually and are part of overall tax planning for many executives. There are several investment options available under the Plan, which mirror the investment choices under our tax-qualified 401(k) plan, with the exception of Agilent’s common stock which is not available under the non-qualified deferred compensation plan. All investment choices are made by the participant. Based on market performance, dividends and interest are credited to participants’ accounts from the funds that the participant has elected.

    At the time participation is elected, employees must also elect payout in one of three forms, which can commence upon termination or be delayed by an additional one, two or three years following termination:

	1.		a single lump sum payment;
	2.		annual installments over a five-to-fifteen year period; or
	3.		a single lump sum payment in January or July on or after 2014.

EXECUTIVE COMPENSATION

    Payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year. Otherwise, payouts are distributed to eligible participants in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed. When and if received, a participant in the LTP Program may elect to defer his or her shares through our 2005 Deferred Compensation Plan. The LTP Program shares are deferred in the form of Agilent common stock only. At the end of the deferral period, the LTP Program shares are simply released to the executive.

    We have established a rabbi trust as a source of funds to make payments under the non-qualified deferred compensation plan. As of October 31, 2012, the rabbi trust with Fidelity Management Trust Company was overfunded, so there is no need for additional funding.

    The table below provides information on the non-qualified deferred compensation of the NEOs for fiscal year 2012.

Non-Qualified Deferred Compensation
		Executive				Registrant		Aggregate						Aggregate
		Contributions				Contributions		Earnings in				Aggregate		Balance at
		in Last Fiscal				in Last Fiscal		Last Fiscal				Withdrawals/		Fiscal
		Year				Year		Year				Distributions		Year-End
Name		($)(1)				($)		($) (2)				($)		($)
William P. Sullivan			$0			$0			$211,479			$0		$8,808,449
Ronald S. Nersesian			$434,758			$0			($6,139)			$0		$1,864,656
Didier Hirsch(3)			$720,116			$0			$96,078			$0		$2,349,418
Michael R. McMullen			$0			$0			$893			$0		$6,764
Nicolas H. Roelofs			$0			$0			$0			$0		$0

____________________

(1)		The salary portion of the amounts reflected above is included in the amount reported as salary in the “Summary Compensation Table.” Detailed in the table below, are the deferred amounts for the following: salary contribution amounts for fiscal year 2012, the amount of shares and the value of the shares paid out pursuant to the LTP Program for the FY09-FY11 and FY10-FY12 performance periods and the value of compensation earned as part of Agilent’s annual rewards program.
(2)		Amounts reflected are not included in the “Summary Compensation Table” because the earnings are not “above-market.” These amounts include dividends, interest and change in market value.
(3)		Aggregate Balance at Last Fiscal Year End for Mr. Hirsch includes $155,334 equivalent to the aggregate lump sum balance for the Agilent Technologies, Inc. France Pension Plan (as described below). The present value is of accumulated benefit based on an interest rate of 3.27% and rate of return of 4.17% (as of January 1, 2012). The France Pension Plan is only valued once a year, and the benefit value as of October 31, 2012 is the same as that on January 1, 2012.

				Value of				Value of				Value of
				Deferred				Deferred				Deferred				Total Value of				Amount of				Amount of
				Compensation				Shares Paid				Shares Paid				Employee				Deferred				Deferred
				Earned as part of				Out from the				Out from the				Contribution of				Shares from				Shares from
		Deferred		Agilent’s Annual				LTP Program				LTP Program				Deferred				LTP				LTP
		Salary		Rewards				for FY09-				for FY10-				Compensation				Program				Program
		FY 12		Program				FY11				FY12				for FY12				FY09 - FY11				FY10 - FY12
Name		($)		($)				($)				($)				($)				(#)				(#)
William P. Sullivan		$0			$0				$0				$0				$0				0				0
Ronald S. Nersesian		$0			$0				$408,830				$0				$408,830				11,269				0
Didier Hirsch		$0			$133,250				$300,102				$489,547				$922,899				8,272				13,475
Michael R. McMullen		$0			$0				$0				$0				$0				0				0
Nicolas H. Roelofs		$0			$0				$0				$0				$0				0				0

EXECUTIVE COMPENSATION

Agilent Technologies, Inc. France Pension Plan

    The Agilent Technologies France Pension Plan is a defined contribution plan created by Hewlett-Packard in 1982 and is open to all exempt employees in France. Since Mr. Hirsch was originally employed by Hewlett-Packard France, he is the only NEO participating in this plan. The French Pension Scheme is not a tax-qualified defined contribution plan under the U.S. Internal Revenue Code.

    Eligible employees must have Pensionable Salary above eight times the French Social Security Ceiling (“Tranche C” threshold) to be a participant of this plan. Agilent contributes 5% of Pensionable Salary and eligible employees contribute 3% of Pensionable Salary. Agilent no longer contributes to this plan on Mr. Hirsch’s behalf. Benefits under this plan are payable at the plan’s normal retirement age (age 65) or from age 60 with a 5% reduction per annum as a lifetime annuity resulting from the accumulated contributions and actual return on investments. Should the participant die prior to receiving benefits, the surviving spouse would receive 60% of the annuity accrued at the time of the participant’s death (death in service) or 60% of the actual annuity (death in retirement). In case of employment termination the accrued benefit retirement annuity and, where appropriate, contingent spouse’s pension is deferred to normal retirement age.

The Agilent Technologies, Inc. International Relocation Benefit Plan

    The Agilent Technologies, Inc. International Relocation Benefit Plan (“IRBP”) is an unfunded program that was created by Hewlett-Packard in 1989 and was open to employees who transferred from one country payroll to another at the Company’s request prior to December 1, 2001. Mr. Hirsch transferred from France to the United States at the Company’s request in September 1999. Upon transfer to the US payroll, he became eligible to participate in the Company’s US retirement programs and was no longer eligible to accrue benefits under the France Pension Plan. As he transferred at the Company’s request, he became eligible for the IRBP. The objective of the IRBP is to mitigate the possible estimated retirement income loss under country social security plans, governmental programs and Agilent retirement schemes to an employee who has transferred internationally on a permanent, company-sponsored basis. The plan was closed to new participants effective November 30, 2001. Effective May 1, 2012, the IRBP benefit was frozen for all participants. Mr. Hirsch’s benefit was $92,515 as of May 1, 2012. The frozen IRBP benefit will accrue interest at 2% annum until his retirement. Any loss of retirement income resulting from Mr. Hirsch’s no longer accruing benefits under the foregoing French arrangements will be paid to Mr. Hirsch in a single lump sum upon retirement from the Company’s general assets as soon as administratively feasible.

Termination and Change of Control Arrangements

    Set forth below is a description of the plans and agreements that could result in potential payments to the NEOs in the case of their termination of employment and/or a change of control of Agilent.

Change of Control Agreements

    Each NEO has signed a Change of Control Agreement. Under these agreements, in the event that within 24 months after a change of control of Agilent, Agilent or its successor terminates the employment of such executive without cause or an event constituting good reason occurs and the executive resigns within three months after such an event, the executive will be entitled to: (i) two times, or solely with respect to the CEO, three times, the sum of such executive’s base salary and target bonus, (ii) payment of $80,000 for medical insurance premiums, (iii) full vesting of all outstanding options and stock awards, and (iv) a prorated portion of any bonus. To the extent that the payment of these benefits triggers the excise tax under Section 4999 of the Code or any comparable federal, state, local or foreign excise tax, Agilent will be responsible for payment of any additional tax liability arising from the application of such excise tax, subject to certain exceptions for all of the

EXECUTIVE COMPENSATION

named executives officers except the CEO. The Committee amended our forms of Change of Control Agreement to remove tax gross-ups of parachute payments. These amended forms of agreements are used with any newly executed agreements after July 14, 2009.

    In exchange for such consideration, each executive has agreed to execute a release of all of the executive’s rights and claims relating to his or her employment.

    Under these agreements a “change of control” means occurrence of any of the following events: (i) the sale, exchange, lease or other disposition or transfer of all or substantially all of the assets of Agilent to a third party; (ii) a merger or consolidation involving Agilent in which the stockholders of Agilent immediately prior to such merger or consolidation are not the owners of more than 75% of the total voting power of the outstanding voting securities of Agilent after the transaction; or (iii) the acquisition of beneficial ownership of at least 25% of the total voting power of the outstanding voting securities of Agilent by a third person. “Good reason” means (i) the reduction of the officer’s rate of pay, other than reductions that apply to employees generally and variable and performance reductions; (ii) reduction in benefits or failure to receive the same benefits as similarly situated employees; (iii) a change in the officer’s duties, responsibilities, authority, job title, or reporting relationships resulting in a significant diminution of position, subject to certain exceptions; (iv) the relocation to a worksite that is more than 35 miles from his prior worksite; (v) the failure or refusal of a successor to Agilent to assume Agilent’s obligations under the agreement, or (vi) a material breach by Agilent or any successor to Agilent of any of the material provisions of the agreement.

    Under these agreements, “cause” means misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty which has a material adverse effect on Agilent’s business or reputation; (ii) repeated unexplained or unjustified absences from Agilent; (iii) refusal or willful failure to act in accordance with any specific directions, orders or policies of Agilent that has a material adverse effect on Agilent’s business or reputation; (iv) a material and willful violation of any state or federal law that would materially injure the business or reputation of Agilent as reasonably determined by the Board; (v) participation in a fraud or act of dishonesty against Agilent which has a material adverse effect on Agilent’s business or reputation; (vi) conduct by the officer which the Board determines demonstrates gross unfitness to serve; or (vii) intentional, material violation by the officer of any contract between the officer and Agilent or any statutory duty of the officer to Agilent that is not corrected within thirty days after written notice to the officer.

    In addition, in the event of a change of control:

	1.		Participants in the LTP Program would receive at the earlier of the end of the performance period or termination of the program, an LTP Program payout equivalent to the greater of the target award or the accrued amount of the payout, and in the case of termination during the first 12 months of the performance cycle, prorated for the amount of time elapsed during the first twelve months of the performance period; and
	2.		Participants who receive restricted stock unit awards would vest in full immediately prior to the closing of the transaction.

EXECUTIVE COMPENSATION

Termination and Change of Control Table

    For each of the NEOs, the table below estimates the amount of compensation that would be paid in the event that (i) a change of control of Agilent occurs and executive is terminated without cause or voluntarily terminates at a time when an event constituting good reason has occurred either within 24 months following the change of control or within 3 months prior to such change of control, involuntary termination with or without cause, voluntary termination, or death or disability occurs. The amounts shown assume that each of the terminations was effective October 31, 2012.

				Involuntary
				Termination or				Voluntary
				Resignation for				Termination or
				Good Cause in				Involuntary
				Connection with				Termination
				a Change of				with or without				Death/
				Control				Cause				Disability
Name		Type of Benefit		($) (1)				($)				($) (6)
William P. Sullivan		Cash Severance Payments			$7,425,000				$0			$0
		Continuation of Benefits(2)			$80,000				$0			$0
		Stock Award Acceleration			$8,389,377				$0			$8,389,377
		Stock Option Acceleration(3)			$3,262,822				$0			$3,262,822
		Pension Benefits(4)			$4,963,284				$4,963,284			$4,963,284
		Excise Tax Gross-Up(5)			$0				$0			$0
		Total Termination Benefits:			$24,120,483				$4,963,284			$16,615,483
Ronald S. Nersesian		Cash Severance Payments			$2,535,000				$0			$0
		Continuation of Benefits(2)			$80,000				$0			$0
		Stock Award Acceleration			$3,523,494				$0			$3,523,494
		Stock Option Acceleration(3)			$889,813				$0			$889,813
		Pension Benefits(4)			$468,730				$468,730			$468,730
		Excise Tax Gross-Up(5)			$0				$0			$0
		Total Termination Benefits:			$7,497,037				$468,730			$4,882,037
Didier Hirsch		Cash Severance Payments			$2,070,000				$0			$0
		Continuation of Benefits(2)			$80,000				$0			$0
		Stock Award Acceleration			$1,963,362				$0			$1,963,362
		Stock Option Acceleration(3)			$388,775				$0			$388,775
		Pension Benefits(4)			$776,465				$776,465			$776,465
		Excise Tax Gross-Up(5)			$0				$0			$0
		Total Termination Benefits:			$5,278,602				$776,465			$3,128,602
Michael R. McMullen		Cash Severance Payments			$2,070,000				$0			$0
		Continuation of Benefits(2)			$80,000				$0			$0
		Stock Award Acceleration			$3,621,277				$0			$3,621,277
		Stock Option Acceleration(3)			$655,108				$0			$655,108
		Pension Benefits(4)			$935,563				$935,563			$935,563
		Excise Tax Gross-Up(5)			$0				$0			$0
		Total Termination Benefits:			$7,361,948				$935,563			$5,211,948
Nicolas H. Roelofs		Cash Severance Payments			$1,980,000				$0			$0
		Continuation of Benefits(2)			$80,000				$0			$0
		Stock Award Acceleration			$3,311,764				$0			$3,311,764
		Stock Option Acceleration(3)			$492,401				$0			$492,401
		Pension Benefits(4)			$287,479				$287,479			$287,479
		Excise Tax Gross-Up(5)			$0				$0			$0
		Total Termination Benefits:			$6,151,644				$287,479			$4,091,644

EXECUTIVE COMPENSATION

____________________

(1)		To the extent that the payment of the listed benefits triggers the excise tax under Section 4999 of the Code or any comparable federal, state, local or foreign excise tax, Agilent will be responsible for payment of any additional tax liability arising from the application of such excise tax. However, in the case of all of the NEOs, other than Mr. Sullivan, the executive shall not be entitled to receive a gross-up payment if (i) the payment of the listed benefits may be reduced to an amount (the “Reduced Amount”) sufficient to result in no portion of such payment being subject to an excise tax, and (ii) after reducing such payment by the Reduced Amount, the executive would receive, on a pre-tax basis, an amount not less than 90% of the value of the unreduced payment on a pre-taxed basis.
(2)		Flat lump sum benefit for healthcare expenses, including additional health plan premium payments that may result from termination in the event of change of control.
(3)		Calculated using the in-the-money value of unvested options as of October 31, 2012, the last business day of Agilent’s last completed fiscal year. The closing price of Agilent common stock as of October 31, 2012 was $35.99.
(4)		For information regarding potential payments upon termination under the 2005 Deferred Compensation Plan and the Retirement Plan, the Supplemental Benefit Retirement Plan and the Deferred Profit-Sharing Plan, in which our NEOs participate, see “Non-Qualified Deferred Compensation in Last Fiscal Year” and “Pension Benefits” above.
(5)		We determined the amount of the excise tax payment in accordance with the provisions of Section 280G of the Code. We utilized the following key assumptions to determine the tax gross-up payment: (i) the interest rate assumption was 120% of the applicable federal rate effective for the month of October 2012, compounded semiannually; (ii) a statutory federal income tax rate of 35%, Medical tax rate of 1.45%, California income tax rate of 10.55% for all NEOs except Mr. McMullen who resides in the state of New Jersey which has an income tax rate of 9.9%; (iii) Section 280G “base amount” was determined based on average W-2 compensation for the period from 2007-2011; and (iv) equity grants made within one year of transaction were in the ordinary course of business and were not in contemplation of a transaction.
(6)		Under the 1999 Stock Plan, 2009 Stock Plan and the LTP Program, if a NEO dies or is fully disabled, his or her unvested stock options and stock awards shall fully vest.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The members of the Compensation Committee are set forth in “Board Structure and Compensation.” During the most recent fiscal year, no Agilent executive officer served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on Agilent’s Compensation Committee.

COMPENSATION COMMITTEE REPORT
The information contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC, or to be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that Agilent specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.     Agilent’s executive compensation program is administered by the Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee, which is composed entirely of independent, non-employee directors, is responsible for approving and reporting to the Board on all elements of compensation for the executive officers. In this regard, the Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” section be included in this Proxy Statement and incorporated by reference into Agilent’s 2012 Annual Report on Form 10-K. Submitted by:
	Compensation Committee David M. Lawrence, M.D., Chairperson A. Barry Rand Koh Boon Hwee Tadataka Yamada, M.D.

STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION

PROPOSAL 4 -

STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION

    Proposal 4 is a stockholder proposal submitted to the Company by the Illinois State Board of Investment. If the stockholder proponent, or representative who is qualified under state law, is present at the annual meeting and presents the proposal, then the proposal will be voted upon. The stockholder proposal and related supporting statement is included in this proxy statement as submitted by the proponent and we accept no responsibility for its contents. The Board’s statement in opposition to the proposal is presented immediately following the proposal. The proponent’s address is 180 North LaSalle Street, Suite 2015, Chicago, Illinois 60601. The proponent represented to us that it owns 110,806 shares of our common stock.

Proposal to Repeal Classified Board

RESOLVED, that shareholders of Agilent Technologies, Inc. urge the Board of Directors to take all necessary steps (other than any steps that must be taken by shareholders) to repeal the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2014 be elected on an annual basis. Implementation of this proposal should not prevent any director elected prior to the annual meeting held in 2014 from completing the term for which such director was elected.

Supporting Statement

    The proponent of this resolution is the Illinois State Board of Investment. The Shareholder Rights Project submitted the resolution on behalf of the Illinois State Board of Investment.

    The resolution urges the board of directors to facilitate a declassification of the board. Such a change would enable shareholders to register their views on the performance of all directors at each annual meeting. Having directors stand for elections annually makes directors more accountable to shareholders, and could thereby contribute to improving performance and increasing firm value.

    According to data from FactSet Research Systems, the number of S&P 500 companies with classified boards declined by more than two-thirds from 2000 to 2012, and during the period January 1, 2011 to June 30, 2012:

• More than 50 S&P 500 companies brought management proposals to declassify their boards to avote at annual meetings;
  
• More than 50 precatory declassification proposals passed at annual meetings of S&P 500companies; and
  
• The average percentage of votes cast in favor of shareholder proposals to declassify the boardsof S&P 500 companies exceeded 75%.

    The significant shareholder support for declassification proposals is consistent with empirical studies reporting that:

• Classified boards are associated with lower firm valuation (Bebchuk and Cohen, 2005;confirmed by Faleye (2007) and Frakes (2007));
  
• Takeover targets with classified boards are associated with lower gains to shareholders(Bebchuk, Coates, and Subramanian, 2002);
  
• Firms with classified boards are more likely to be associated with value-decreasing acquisitiondecisions (Masulis, Wang, and Xie, 2007); and
  
• Classified boards are associated with lower sensitivity of compensation to performance andlower sensitivity of CEO turnover to firm performance (Faleye, 2007).

    Although one study (Bates, Becher and Lemmon, 2008) reports that classified boards are associated with higher takeover premiums, this study also reports that classified boards are associated with a lower likelihood of an acquisition and that classified boards are associated with lower firm valuation.

    Please vote for this proposal to make directors more accountable to shareholders.

STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION

STATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION

After careful deliberation, the Board of Directors unanimously recommends that stockholders vote AGAINST this proposal because it is not in the best interests of the Company or our stockholders. The Company’s Certificate of Incorporation provides that the Board consists of three classes of directors with three-year staggered terms, meaning that approximately one-third of the directors are elected each year. The Board believes that this classified board structure provides important benefits that advance and protect the long-term interests of the Company and our stockholders, including: Protection Against Unfair Takeover Tactics. The Board believes that a classified boardplays an important role in protecting against both potentially hostile acquirers thatmay have only a short-term focus and unfair or abusive takeover tactics. While having aclassified board does not prevent unsolicited takeover attempts, it enhances the Board’sability to negotiate the best results for stockholders in a potential takeover situation. In thisregard, a classified board structure gives the Board additional opportunity to evaluate theadequacy and fairness of any takeover proposal, negotiate on behalf of all stockholdersand weigh alternative methods of providing maximum value for all stockholders. Stability and Continuity. The Board believes that the continuity made possible by aclassified board contributes to the proper oversight of the Company. A classified structureprovides a framework in which, at any given time, a majority of directors will have hadprior experience as directors of the Company and thus a detailed understanding of theCompany’s operations and strategy. Directors who have experience with the Companyand knowledge about our business are a valuable resource and are better positioned tomake the fundamental decisions that are best for the Company and our stockholders. In addition, the Board believes that a classified structure strengthens the ability of theCompany to recruit highly qualified directors who are willing to make a significantcommitment to the Company and its stockholders for the long-term. The Board believesthat the Company has benefitted from this long-term focus. Accountability to Stockholders. The Board does not believe that annual elections foreach director are necessary to promote accountability. Directors elected to three-yearterms are not any less accountable or responsive to stockholders than directors electedannually, since all directors are required to uphold their fiduciary duties, regardless of thelength of their term of service or how often they stand for election. Moreover, the Companyhas adopted a number of governance practices that enhance director accountability andthe Board’s ability to provide independent oversight. For example, the Board has anindependent Board Chairman, which allows our CEO to focus on the management of theCompany and the Chairman to focus on providing advice to and independent oversightof management. In addition, with the exception of Mr. Sullivan, the Company’s CEO, theBoard is composed entirely of independent directors and has independent key committees. Finally, our Bylaws provide for majority voting in uncontested director elections. Underthis majority voting standard, every year stockholders can elect several directors, andeach director must be elected every three years by a majority vote of the stockholders.Finally, the Board believes that overall accountability of the Board is achieved throughour stockholders’ selection of responsible, experienced and respected individuals asdirectors, not on the length of their terms.

For the reasons discussed above, the Board has concluded that the Company’s classified
board structure continues to promote the best interests of the Company and our stockholders,
and recommends that stockholders vote AGAINST this proposal.

GENERAL INFORMATION ABOUT THE MEETING

Q:		Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
A:		In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including this Proxy Statement and our 2012 Annual Report to Stockholders, by providing access to such documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, commencing on or about February 6, 2013, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to most of our stockholders which will instruct you as to how to access and review the proxy materials on the Internet. The Notice also instructs you to submit your proxy via the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice.
Q:		Why am I receiving these materials?
A:		Agilent’s Board of Directors (the “Board”) is providing these proxy materials to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with Agilent’s 2013 annual meeting of stockholders, which will take place on March 20, 2013. Stockholders are invited to attend the annual meeting and are requested to vote on the proposals described in this Proxy Statement.
Q:		What is included in these materials?
A:		These materials include: our Proxy Statement for Agilent’s annualmeeting; and our 2012 Annual Report to Stockholders,which includes our audited consolidatedfinancial statements.

		If you requested printed versions of these materials by mail, these materials also include the proxy card for the annual meeting.
Q:		What information is contained in these materials?
A:		The information included in this Proxy Statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of directors and our most highly paid officers and certain other required information.
Q:		What proposals will be voted on at the annual meeting?
A:		There are four proposals scheduled to be voted on at the annual meeting: the election of three directors for a 3-year term; the ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm; an advisory vote to approve the compensation of Agilent’s named executive officers; and a stockholder proposal, if properly presented at the annual meeting, regarding board declassification.
Q:		What is the Agilent Board’s voting recommendation?
A:		Agilent’s Board recommends that you vote your shares “FOR” each of the nominees to the Board, “FOR” the ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm, “FOR” the approval of the compensation of Agilent’s named executive officers, and “AGAINST” the stockholder proposal, if properly presented at the annual meeting, regarding board declassification.

GENERAL INFORMATION ABOUT THE MEETING

Q:		What shares owned by me can be voted?
A:		All shares owned by you as of the close of business on January 22, 2013 (the “Record Date”) may be voted. You may cast one vote per share of common stock that you held on the Record Date. These include shares that are: (1) held directly in your name as the stockholder of record, including shares received or purchased through the Agilent Technologies, Inc. 1999 Stock Plan and 2009 Stock Plan and the Agilent Technologies, Inc. Employee Stock Purchase Plan, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee or held for your account by the Agilent Technologies, Inc. 401(k) Plan or Deferred Compensation Plans. On the Record Date, Agilent had approximately 346,967,900 shares of common stock issued and outstanding.
Q:		What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:		Most stockholders of Agilent hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
		Stockholder of Record
		If your shares are registered directly in your name with Agilent’s transfer agent, Computershare Investor Services, you are considered, with respect to those shares, the stockholder of record, and the Notice, or if requested, these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the persons named as proxy holders, William P. Sullivan, Agilent’s Chief Executive Officer, and Marie Oh Huber, Agilent’s Senior Vice President, General Counsel and Secretary, or to vote in person at the annual meeting. If you requested printed copies of the proxy materials, Agilent has enclosed a proxy card for you to use. You may also vote on

		the Internet or by telephone, as described below under the heading “How can I vote my shares without attending the annual meeting?”
		Beneficial Owner
		If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you are invited to attend the annual meeting. You also have the right to direct your broker on how to vote these shares. Your broker or nominee should have enclosed a voting instruction card for you to direct your broker or nominee how to vote your shares. You may also vote by Internet or by telephone, as described below under “How can I vote my shares without attending the annual meeting?” However, shares held in “street name” may be voted in person by you only if you obtain a signed proxy from the record holder (stock brokerage, bank, or other nominee) giving you the right to vote the shares.
Q:		How can I vote my shares in person at the annual meeting?
A:		Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to vote your shares in person at the annual meeting, please bring proof of ownership of Agilent stock on the record date, such as the Notice of Internet Availability of Proxy Materials, legal proxy, voting instruction card provided by your broker, bank or nominee, or a proxy card as well as proof of identification. Even if you plan to attend the annual meeting, Agilent recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the annual meeting.

GENERAL INFORMATION ABOUT THE MEETING

Q:		How can I vote my shares without attending the annual meeting?
A:		Whether you hold your shares directly as the stockholder of record or beneficially in “street name”, you may direct your vote without attending the annual meeting by proxy. You can vote by proxy over the Internet or by telephone. Please follow the instructions provided in the Notice, or, if you request printed copies of proxy materials, on the proxy card or voting instruction card.
Q:		Can I revoke my proxy or change my vote?
A:		You may revoke your proxy or change your voting instructions prior to the vote at the annual meeting. You may enter a new vote by using the Internet or the telephone or by mailing a new proxy card or new voting instruction card bearing a later date (which will automatically revoke your earlier voting instructions) or by attending the annual meeting and voting in person. Your attendance at the annual meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request.
Q:		How are votes counted?
A:		In the election of directors, your vote may be cast “FOR” or “AGAINST” one or more of the nominees, or you may “ABSTAIN” from voting with respect to one or more of the nominees. Shares voting “ABSTAIN” have no effect on the election of directors.
		For proposals 2, 3 and 4 your vote may be cast “FOR” or, “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN”, it has the same effect as a vote “AGAINST.”
		If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted as described below in “Abstentions and Broker Non-Votes.” Any undirected shares that you hold in Agilent’s 401(k) Plan will be voted in proportion to the way the other 401(k) Plan stockholders vote their 401(k) Plan shares.

Abstentions and Broker Non-Votes

Any shares represented by proxies that are marked to “ABSTAIN” from voting on a proposal will be counted as present in determining whether we have a quorum. They will also be counted in determining the total number of shares entitled to vote on a proposal. Abstentions and, if applicable, broker non-votes will not be counted as votes “FOR” or “AGAINST” a director nominee. Accordingly, abstentions are not counted for the purpose of determining the number of votes cast in the election of directors.

If your shares are held in street name and you do not instruct your broker on how to vote your shares, on any additional matters properly presented for a vote at the annual meeting. If for any unforeseen reason, any oneyour broker, in its discretion, may either leave your shares unvoted or more of Agilent's nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated byshares on routine matters. Only Proposal 2 (ratifying the Board.

Q:    What classappointment of sharesour independent registered public accounting firm) is entitled to be voted?

A:

Each share of Agilent's common stock outstanding as of the close of business on January 6,considered a routine matter. In accordance with federal legislation adopted in 2010, the Record Date, is entitledSEC has approved changes to oneNYSE Rule 452, the broker vote at the annual meeting. On the Record Date, Agilent had approximately 348,892,082rule, that make executive compensation matters, including say-on-pay, non-routine matters. If your broker returns a proxy card but does not vote your shares, of common stock issued and outstanding.

Q:    What is the quorum requirement for the annual meeting?

A:

The quorum requirement for holding the annual meeting and transacting business isthis results in a majority of the outstanding shares entitled to“broker non-vote.” Broker non-votes will be voted. The shares may be present in person or represented by proxy at the annual meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however,

Proposals 1 (election of directors) 3 (approval of the compensation of Agilent’s named executive officers) and 4 (stockholder proposal regarding board declassification) are not counted as shares presentconsidered routine matters, and entitledwithout your instruction, your broker cannot vote your shares. Because brokers do not have discretionary authority to be voted with respect to the mattervote on which the broker has expressly not voted. Thus,these proposals, broker non-votes will not affect the outcome of any of the matters being voted on at the annual meeting. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.

Q:    Who will count the vote?

A:

A representative of Computershare Investor Services will tabulate the votes and act as the inspector of election.

Q:    Is my vote confidential?

A:

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Agilent or to third parties except (1) as necessary to meetapplicable legal requirements, (2) to allowcounted for the tabulationpurpose of determining the number of votes and certification of the vote and (3) to facilitate a successful proxy solicitation by the Board. Occasionally, stockholders provide written commentscast on their proxy card, which are then forwarded to Agilent's management.

Q:    Who will bear the cost of soliciting votes for the annual meeting?

A:

Agilent will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. Agilent has retained the services of Georgeson, Inc. ("Georgeson") to aid in the solicitation of proxies from banks, brokers, nominees and intermediaries. Agilent estimates that it will pay Georgeson a fee of $12,500 for its services. In addition to the mailing of

proposals.

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these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by Agilent's directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, Agilent may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.

Q:    May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?

A:

You may submit proposals for consideration at future annual stockholder meetings, including director nominations.

Stockholder Proposals:    In order for a stockholder proposal to be considered for inclusion in Agilent's proxy statement for next year's annual meeting,


GENERAL INFORMATION ABOUT THE MEETING




Q:		What is the voting requirement to approve each of the proposals?
A:		Proposal 1, Election of Directors:Under our majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of votes cast “FOR” a director must exceed 50% of the votes cast with respect to that director. Abstentions and broker non-votes will not count as a vote “for” or “against” a nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast.
		Our board has adopted a policy under which, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to our Board. The Nominating/Corporate Governance Committee, or another duly appointed committee of the Board, will determine whether to accept or reject the tendered resignation generally within 90 days after certification of the election results. Agilent will publicly disclose the committee’s determination regarding the tendered resignation and the rationale behind the decision in a Current Report on Form 8-K filed with the SEC.
		Proposal 2, Ratification of the Independent Registered Public Accounting Firm: The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm requires the affirmative vote of a majority of shares present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote against Proposal 2. The approval of Proposal 2 is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes are unlikely to result from this proposal.

		Proposal 3, Approval of the Compensation of Agilent’s Named Executive Officers: The advisory vote regarding approval of the compensation of Agilent’s named executive officers requires the affirmative vote of a majority of shares present at the annual meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as votes against this proposal. Broker non-votes will have no effect on this proposal as brokers are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
		Proposal 4, Stockholder Proposal Regarding Board Declassification:The stockholder proposal, if properly presented at the annual meeting, requires the affirmative vote of a majority of the shares present at the annual meeting, in person or by proxy, and entitled to vote on the stockholder proposal. Abstentions will have the same effect as votes against the stockholder proposal and broker non-votes will have no effect on the result of the votes on the stockholder proposal. Broker non-votes will have no effect on this proposal as brokers are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
Q:		What does it mean if I receive more than one Notice, proxy or voting instruction card?
A:		It means your shares are registered differently or are in more than one account. For each Notice you receive, please enter your vote on the Internet for each control number you have been assigned. If you receive paper copies of proxy materials, please provide voting instructions for all proxy and voting instruction cards you receive.
Q:		Where can I find the voting results of the annual meeting?
A:		Agilent will announce preliminary voting results at the annual meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting.









GENERAL INFORMATION ABOUT THE MEETING




Q:		What happens if additional proposals are presented at the annual meeting?
A:		Other than the three proposals described in this Proxy Statement, Agilent does not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, William P. Sullivan, Agilent’s President and Chief Executive Officer, and Marie Oh Huber, Agilent’s Senior Vice President, General Counsel and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting. If for any unforeseen reason, any one or more of Agilent’s nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
Q:		What is the quorum requirement for the annual meeting?
A:		The quorum requirement for holding the annual meeting and transacting business is a majority of the outstanding shares entitled to be voted. The shares may be present in person or represented by proxy at the annual meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, broker non-votes will not affect the outcome of any of the matters being voted on at the annual meeting. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.
Q:		Who will count the vote?
A:		A representative of Computershare Investor Services will tabulate the votes and act as the inspector of election.

Q:		Is my vote confidential?
A:		Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Agilent or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation by the Board. Occasionally, stockholders provide written comments on their proxy card, which are then forwarded to Agilent’s management.
Q:		Who will bear the cost of soliciting votes for the annual meeting?
A:		Agilent will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. Agilent has retained the services of Georgeson, Inc. (“Georgeson”) to aid in the solicitation of proxies from banks, brokers, nominees and intermediaries. Agilent estimates that it will pay Georgeson a fee of $13,000 for its services. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by Agilent’s directors, officers and employees, who will not receive any additional compensation for such solicitation activities. In addition, Agilent may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.
Q:		May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?
A:		You may submit proposals for consideration at future annual stockholder meetings, including director nominations.
		Stockholder Proposals:In order for a stockholder proposal to be considered for inclusion in Agilent’s proxy statement for next year’s annual meeting, the written









GENERAL INFORMATION ABOUT THE MEETING




proposal must be received by Agilent no later than September 21, 2010October 9, 2013 and should contain such information as is required under Agilent'sAgilent’s Bylaws. Such proposals will need to comply with the SEC'sSEC’s regulations regarding the inclusion of stockholder proposals in Agilent-sponsoredAgilent sponsored proxy materials. In order for a stockholder proposal to be raised from the floor during next year'syear’s annual meeting, written notice must be received by Agilent no later than September 21, 2010October 9, 2013 and should contain such information as required under Agilent'sAgilent’s Bylaws. If we do not receive notice of your proposal within this time frame, our management will use its discretionary authority to vote the shares it represents.

Nomination of Director Candidates:    Agilent'sAgilent’s Bylaws permit stockholders to nominate directors at a stockholder meeting. In order to make a director nomination at an annual stockholder meeting, it is necessary that you notify Agilent not less than 120 days before the first anniversary of the date that the proxy statement for the preceding year'syear’s annual meeting was first sent to stockholders. Agilent's 2010Agilent’s 2013 Proxy Statement was first sent to stockholders on January 19, 2010.February 6, 2013. Thus, in order for any such nomination notice to be timely for next year'syear’s annual meeting, it must be received by Agilent not later than September 21, 2010.October 9, 2013. In addition, the notice must meet all other requirements contained in Agilent'sAgilent’s Bylaws and include any other information required pursuant to Regulation 14A under the Exchange Act.

Copy of Bylaw Provisions: You may contact the Agilent Corporate Secretary at Agilent'sAgilent’s corporate headquarters for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. Additionally, a copy of Agilent'sAgilent’s Bylaws can be accessed on the Agilent Investor Relations Web site at http://www.investor.agilent.com. Click "Corporate Governance"“Corporate Governance” and then "Governance Policies"“Governance Policies” on the left hand side of the screen.

Q:    How do I obtain a separate set of proxy materials if I share an address with other stockholders?

A:

To reduce expenses, in some cases, we are delivering one set of the proxy materials or, where applicable, one Notice to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. For stockholders receiving hard copies of the proxy materials, a separate proxy card is included with the proxy materials for each of stockholder. For stockholders receiving a Notice, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you have only received one set

Q:		How do I obtain a separate set of proxy materials if I share an address with other stockholders?
A:		To reduce expenses, in some cases, we are delivering one set of the proxy materials or, where applicable, one Notice to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. For stockholders receiving hard copies of the proxy materials, a separate proxy card is included with the proxy materials for each stockholder. For stockholders receiving a Notice, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you have only received one set of the proxy materials or one Notice, you may request separate copies at no additional cost to you by calling us at (408) 553-2424 or by writing to us at Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attn: Shareholder Records. If you received a Notice and you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
		You may also request separate paper proxy materials or a separate Notice for future annual meetings by following the instructions for requesting such materials in the Notice, or by contacting us by calling or writing.
Q:		If I share an address with other stockholders of Agilent, how can we get only one set of voting materials for future meetings?
A:		You may request that we send you and the other stockholders who share an address with you only one Notice or one set of proxy materials by calling us at (408) 553-2424 or by writing to us at: Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attn: Shareholder Records

GENERAL INFORMATION ABOUT THE MEETING

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of the proxy materials or one Notice, you may request separate copies at no additional cost to you by calling us at (408) 553-2424 or by writing to us at Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attn: Shareholder Records. If you received a Notice and you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

You may also request separate paper proxy materials or a separate Notice for future annual meetings by following the instructions for requesting such materials in the Notice, or by contacting us by calling or writing.

Q:    If I share an address with other stockholders of Agilent, how can we get only one set of voting materials for future meetings?

A:

You may request that we send you and the other stockholders who share an address with you only one Notice or one set of proxy materials by calling us at (408) 553-2424 or by writing to us at: Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attn: Shareholder Records.

You may receive a copy of Agilent'sAgilent’s Annual Report on Form 10-K for the fiscal year ended October 31, 20092012 without charge by sending a written request to Agilent Technologies, Inc., 5301 Stevens Creek Blvd., Santa Clara, California 95051, Attn: Investor Relations.

By Order of the Board,

 

MARIE OH HUBERMARIE OH HUBER
Senior Vice President, General Counsel
and Secretary
Dated: January 19, 2010February 6, 2013

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Appendix A

AGILENT TECHNOLOGIES, INC.
2010 PERFORMANCE-BASED COMPENSATION PLAN
FOR COVERED EMPLOYEES
(As Adopted on November18, 2009)

1.     PURPOSE

        The purpose of the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees (as amended from time to time, the "Plan") is to reward and recognize eligible employees for their contributions towards the achievement by Agilent Technologies, Inc. (the "Company") of certain Performance Goals (as defined below). The Plan is designed with the intention that the incentives paid hereunder to certain executive officers of the Company are deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder (the "Code"). However, the Company can not guarantee that awards under the Plan will qualify for exemption under Code Section 162(m) and circumstances may present themselves under which awards under the Plan do not comply with Code Section 162(m). The adoption of the Plan is subject to the approval of the Company's shareholders.

2.     DEFINITIONS

        The following definitions shall be applicable throughout the Plan:

        (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)   "Award" means the amount of a cash incentive payable under the Plan to a Participant with respect to a Performance Period.

        (c)   "Board" means the Board of Directors of the Company, as constituted from time to time.

        (d)   "Committee" means the Compensation Committee of the Board or another Committee designated by the Board which is comprised of two or more "outside directors" as defined in Code Section 162(m).

        (e)   "Participant" means any employee of the Company or its Affiliates who is designated as a Participant (either by name or by position) by the Committee.

        (f)    "Performance Goal" means an objective formula or standard determined by the Committee with respect to each Performance Period based on one or more of the following criteria and any objectively verifiable adjustment(s) thereto permitted and pre-established by the Committee in accordance with Code Section 162(m): (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, interest, depreciation and/or amortization; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on invested capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) stock price or total stockholder return; (xi) income or earnings from continuing operations; (xii) capital expenditures, cost targets, reductions and savings and expense management; and (xiii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, objective customer satisfaction or information technology goals, and objective goals relating to divestitures,

---

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joint ventures, mergers, acquisitions and similar transactions, each with respect to the Company and/or one or more of its Affiliates or operating units.

        (g)   "Performance Period" means any period not exceeding 36 months as determined by the Committee, in its sole discretion. The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.

3.     ADMINISTRATION

        The Plan shall be administered by the Committee, which shall have the discretionary authority to interpret the provisions of the Plan, including all decisions on eligibility to participate, the establishment of Performance Goals, the amount of Awards payable under the Plan, and the payment of Awards. The Committee shall also have the discretionary authority to establish rules under the Plan so long as such rules do not explicitly conflict with the terms of the Plan and any such rules shall constitute part of the Plan. The decisions of the Committee shall be final and binding on all parties making claims under the Plan.

4.     ELIGIBILITY

        Employees of the Company shall be eligible to participate in the Plan as determined at the sole discretion of the Committee.

5.     AMOUNT OF AWARDS

        (a)   With respect to each Participant, the Committee will establish one or more Performance Periods, an individual Participant incentive target for each Performance Period and the Performance Goal(s) to be met during such Performance Period(s). In order to qualify as performance-based compensation, the establishment of the Performance Period(s), the applicable Performance Goals and the targets must occur in compliance with and to the extent required by the rules and regulations of Code Section 162(m).

        (b)   The maximum amount of any Awards that can be paid under the Plan to any Participant with respect to any 12-month performance cycle is $10,000,000.

        (c)   The Committee reserves the right, in its sole discretion, to reduce or eliminate the amount of an Award otherwise payable to a Participant with respect to any Performance Period. The reduction of an Award otherwise payable to a Participant with respect to a Performance Period shall have no effect on the Award payable to any other Participant for such Performance Period.

6.     PAYMENT OF AWARDS

        Any distribution made under the Plan shall be made in cash and occur within a reasonable period of time after the end of the Performance Period in which the Participant has earned the Award;provided that no Award shall become payable to a Participant with respect to any Performance Period until the Committee has certified in writing that the terms and conditions underlying the payment of such Award have been satisfied. Notwithstanding the foregoing, in order to comply with the short-term deferral exception under Section 409A of the Code, payment shall occur no later than the 15^th day of the third month following the end of the Company's taxable year in which the payment was earned.

GENERAL INFORMATION ABOUT THE MEETING

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7.     CHANGES IN STATUS

        (a)   Except as may be otherwise determined by the Committee in its sole discretion, the payment of an Award 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, workforce management, total and permanent disability or death, in which case the Participant will be eligible to receive a prorated Award for days worked with respect to the Performance Period to the extent that the relevant Performance Goals have been met. A Participant who becomes ineligible for this Plan after the start of the Performance Period is eligible to receive a prorated Award for days worked, except as provided in Section 7(b).

        (b)   A Participant will forfeit any Award 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, total and permanent disability, workforce management or retirement, at the age and service-year level set by the Company or the local law requirements where the Participant is employed.

8.     RECOUPMENT

        Any Award paid under the Plan is subject to the terms of the Agilent Technologies Executive Compensation Recoupment Policy, or any successor policy thereto, in the form approved by the Committee as the date of grant (the "Policy"), if and to the extent that the Policy by its terms applies to the Award and the Participant.

9.     GENERAL

        (a)   TAX WITHHOLDING. The Company shall have the right to deduct from all Awards any federal, state or local income and/or payroll taxes required by law to be withheld with respect to such payments. The Company also may withhold from any other amount payable by the Company or any affiliate to the Participant an amount equal to the taxes required to be withheld from any Award.

        (b)   CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. Nothing in the Plan shall confer on any Participant the right to continued employment with the Company or any of its affiliates, or affect in any way the right of the Company or any affiliate to terminate the Participant's employment at any time, and for any reason, or change the Participant's responsibilities. Awards represent unfunded and unsecured obligations of the Company and a holder of any right hereunder in respect of any Award shall have no rights other than those of a general unsecured creditor to the Company.

        (c)   BENEFICIARIES. To the extent the Committee permits beneficiary designations, any payment of Awards under the Plan to a deceased Participant shall be paid to the beneficiary duly designated by the Participant in accordance with the Company's practices. If no such beneficiary has been designated or survives the Participant, payment shall be made to the Participant's legal representative. A beneficiary designation may be changed or revoked by a Participant at any time, provided the change or revocation is filed with the Committee prior to the Participant's death.

        (d)   NONTRANSFERABILITY. A person's rights and interests under the Plan, including any Award previously made to such person or any amounts payable under the Plan, may not be sold, assigned, pledged, transferred or otherwise alienated or hypothecated except, in the event of a Participant's death, to a designated beneficiary as provided in the Plan, or in the absence of such designation, by will or the laws of descent and distribution.

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        (e)   INDEMNIFICATION. Each person who is or shall have been a member of the Committee and each employee of the Company or an affiliate who is delegated a duty under the Plan shall be indemnified and held harmless by the Company from and against any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by him in satisfaction of judgment in any such action, suit or proceeding against him, provided such loss, cost, liability or expense is not attributable to such person's willful misconduct. Any person seeking indemnification under this provision shall give the Company prompt notice of any claim and shall give the Company an opportunity, at its own expense, to handle and defend the same before the person undertakes to handle and defend such claim on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled, including under the Company's Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

        (f)    EXPENSES. The expenses of administering the Plan shall be borne by the Company.

        (g)   TITLES AND HEADINGS. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

        (h)   INTENT. The intention of the Company and the Committee is to administer the Plan in compliance with Code Section 162(m) so that the Awards paid under the Plan to Participants who are or may become subject to Code Section 162(m) will be treated as performance-based compensation under Code Section 162(m)(4)(C). If any provision of the Plan does not comply with the requirements of Code Section 162(m), then such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

        (i)    GOVERNING LAW. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award shall be determined in accordance with the laws of the State of California (without giving effect to principles of conflicts of laws thereof) and applicable federal law. No Award made under the Plan shall be intended to be deferred compensation under Code Section 409A and will be interpreted accordingly.

        (j)    AMENDMENTS AND TERMINATION. The Committee may terminate the Plan at any time, provided such termination shall not affect the payment of any Awards accrued under the Plan prior to the date of the termination. The Committee may, at any time, or from time to time, amend or suspend and, if suspended, reinstate, the Plan in whole or in part; provided, however, that any amendment of the Plan shall be subject to the approval of the Company's shareholders to the extent required to comply with the requirements of Code Section 162(m), or any other applicable laws, regulations or rules.

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DIRECTIONS TO THE SOUTH SAN FRANCISCO
CONFERENCE CENTERAGILENT’S HEADQUARTERS

From the South (San Jose)

Take Highway 101 north to280 North towards San Francisco. Take the South Airport BoulevardStevens Creek/Lawrence Expressway exit (which is twoand turn left onto Stevens Creek Blvd. for approximately 0.1 miles north ofand then turn right into Agilent’s parking lot at the San Francisco International Airport). At the firstsecond stop light; drive straight across the intersection and directly into the Holiday Inn parking lot. The South San Francisco Conference Center is on the left.light.

From the North (San Francisco)

Take Highway 101280 South totowards San Jose. Take the South Airport Boulevard exit in South San Francisco. Stay to the rightStevens Creek Blvd/Lawrence Expressway exit. Turn left on Stevens Creek Blvd. for approximately 0.2 miles and turn east under the freeway overpass. Make a rightleft into Agilent’s parking lot at the Hungry Hunter Restaurant onto South Airport Boulevard. The South San Francisco Conference Center is located onfirst stop light.

Parking

Parking will be designated as you enter the left between the Good Nite Inn and the Holiday Inn.

Parking

The South San Francisco Conference Center has an agreement to share parking with both neighboring hotels—the Holiday Inn to the south and the Good Nite Inn to the north. Additional parking is available diagonally across the street in the lot located between the Travelodge and the Best Western Grosvenor Hotel.lot.

©		Agilent Technologies, Inc. 20102013
		Printed in U.S.A. January, 2010February, 2013
	Printed on recycled paper with 30% post-consumer waste

    Admission to the annual meeting will be limited to stockholders. You are entitled to attend the annual meeting only if you are a stockholder of record as of the close of business on January 22, 2013, the record date, or hold a valid proxy for the meeting. In order to be admitted to the annual meeting, you must present proof of ownership of Agilent stock on the record date. This can be a brokerage statement or letter from a bank or broker indicating ownership on January 22, 2013, the Notice of Internet Availability of Proxy Materials, a proxy card, or legal proxy or voting instruction card provided by your broker, bank or nominee. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership. Stockholders and proxyholders may also be asked to present a form of photo identification such as a driver’s license or passport. Backpacks, cameras, cell phones with cameras, recording equipment and other electronic recording devices will not be permitted at the annual meeting. Agilent reserves the right to inspect any persons or items prior to their admission to the annual meeting. Failure to follow the meeting rules or permit inspection will be grounds for exclusion from the annual meeting.

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	IMPORTANT ANNUAL MEETING INFORMATION

Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.

Electronic Voting Instructions

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on March 20, 2013.

		Vote by Internet
		Go towww.envisionreports.com/agilent Or scan the QR code with your smartphone Follow the steps outlined on the secure website
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories &Canada on a touch tone telephone Follow the instructions provided by the recorded message

Annual Meeting Proxy Card

6

IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

6

A

Proposals — The Board recommends a voteFOR all nominees,FOR Proposals 2 and 3, andAGAINST Proposal 4.

1.	Election of Directors: To elect three directors to a 3-year term. At the annual meeting, the Board of Directors intends to present the following nominees for election as directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 - Paul N. Clark

o

o

o

02 - James G. Cullen

o

o

o

03 - Tadataka Yamada, M.D.

o

o

o

			For	Against	Abstain
2.	To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm.		o	o	o
4.	To consider a stockholder proposal, if properly presented at the Annual Meeting, to repeal the classified board structure.		o	o	o

			For	Against	Abstain
3.	To approve the compensation of Agilent’s named executive officers.		o	o	o
5.	To consider such other business as may properly come before the annual meeting.

B

Non-Voting Items

Change of Address — Please print your new address below.		Comments — Please print your comments below.		Meeting Attendance
				Mark the box to the right if you plan to attend the Annual Meeting of Stockholders Meeting.	o

C

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowThe South San Francisco Conference Center 255 South Airport Boulevard South San Francisco, California March

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 2010 at 10:00 a.m.— Please keep signature within the box.

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6 ADMIT ONE

IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Annual Meeting of Stockholders 6The South San Francisco Conference Center 255 South Airport Boulevard South San Francisco, California March 2, 2010 at 10:00 a.m. ADMIT ONE

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Proxy—AGILENT TECHNOLOGIES, INC.

Proxy — AGILENT TECHNOLOGIES, INC.

Annual Meeting of Stockholders—March 2, 201020, 2013

This Proxy is solicited on Behalf of the Board of Directors.

The undersigned hereby appoints William P. Sullivan and Marie Oh Huber, and each of them, as proxies for the undersigned, with full power of substitution, to act and to vote all the shares of Common Stock of Agilent Technologies, Inc. held of record by the undersigned on January 6, 2010,22, 2013, at the Annual Meeting of Stockholders to be held on Tuesday,Wednesday, March 2, 2010,20, 2013, or any postponement or adjournment thereof.

IMPORTANT—This Proxy must be signed and dated on the reverse side.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3.

3 AND AGAINST ITEM 4.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

If you vote by telephone or the Internet, please DO NOT mail back this proxy card.

(Continued and to be voted on reverse side.)

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	Electronic Voting Instructions You can vote by Internet or telephone. Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 A.M., Central Time, on March 2, 2010.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.  x	Vote by Internet · Log on to the Internet and go to www.envisionreports.com/agilent · Follow the steps outlined on the secured website. Vote by telephone · Call toll free 1-800-652-VOTE (8683) within the USA, US Territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. · Follow the instructions provided by the recorded message.

Annual Meeting Proxy Card

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A  Proposals—The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.

1.Election of Directors

For

Against

Abstain

For

Against

Abstain

01 — Paul N. Clark

o

o

o

02 — James G. Cullen

o

o

o

For

Against

Abstain

For

Against

Abstain

2. The ratification of the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm.

o

o

o

3.The approval of the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees

o

o

o

B  Non-Voting Items

Change of Address—Please print your new address below.		Comments—Please print your comments below.

Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.  o

C  Authorized Signatures—This section must be completed for your vote to be counted.—Date and Sign Below

Please sign exactly as your name or names appear above. For joint accounts, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, etc., please give your full title.

Date (mm/dd/yyyy)—Please print date below.		Signature 1—Please keep signature within the box		Signature 2—Please keep signature within the box
/           /

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