At the annual meeting of stockholders of Agilent Technologies, Inc. (the "Company") held on March 11, 2009, the Company's stockholders approved the 2009 Stock Plan (the "2009 Plan") to replace the Company's 1999 Stock Plan and 1999 Non-Employee Director Stock Plan for awards of stock-based incentive compensation to our employees (including officers), directors and consultants. The Company's Board of Directors adopted the 2009 Plan on November 19, 2008, subject to stockholder approval. The 2009 Plan, which is administered by the Compensation Committee of the Company's Board of Directors, permits the Company to grant awards in the form of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. Subject to adjustment in the event of changes in capitalization, the maximum number of shares of Company common stock that may be issued under the 2009 Plan is 25,000,000, plus any shares subject to awards previously granted under the Company's 1999 Stock Plan for which such awards are forfeited, expire or become unexercisable without having been exercised in full. Shares issued under options or SARs will be counted against this limit as one share for every share issued. Shares issued under awards other than options or SARs will be counted against this limit as two shares for every one share issued. The 2009 Plan has a term of ten years.

For a more detailed description of the 2009 Stock Plan, see Proposal 3 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 27, 2009 (the "Proxy Statement"). The foregoing description of the 2009 Stock Plan is qualified in its entirety by the full text of the 2009 Stock Plan, which was included as Appendix A to the Company's Proxy Statement and incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.                                Description
10.1          Agilent Technologies, Inc. 2009 Stock Plan (incorporated by reference
              to the Company's Definitive Proxy Statement on Schedule 14A filed with
              the Securities and Exchange Commission on January 27, 2009).