Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

D. Craig Nordlund has informed Agilent Technologies, Inc. (the "Company") that he will retire from his position as Senior Vice President, General Counsel and Secretary of the Company prior to the end of the Company's fiscal year on October 31, 2009.

We expect that Mr. Nordlund and the Company will enter into a written agreement to confirm the terms of Mr. Nordlund's retirement from the Company. The material terms of his retirement are as follows:

† Mr. Nordlund will receive, no later than December 31, 2009, a lump-sum severance payment of $1,525,000;

† With respect to Mr. Nordlund's outstanding awards under the Company's Long-Term Performance Program ("LTPP"), Mr. Nordlund will be entitled to the full un-prorated payout, if any, for each of the three applicable performance periods covered by his awards (FY2007-FY2009, FY2008-FY2010 and FY2009-FY2011);

† Mr. Nordlund will release the Company of any and all claims related to his employment with the Company;

† Mr. Nordlund's stock options will be treated in accordance with the same terms as are applicable to Company retirees, and which provide that unvested options will accelerate upon retirement from the Company and will be exercisable until the earlier of (i) three years, or (ii) the expiration dates of the options; and

† Mr. Nordlund will be entitled to other employee benefits as a Company retiree, including retiree medical coverage, in accordance with the terms of the underlying plans, programs and agreements.

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