Stock Option Award Agreement – Non-U.S. Employees – Agilent Technologies Inc.

AGILENT TECHNOLOGIES, INC.

2009 STOCK PLAN

STOCK OPTION AWARD AGREEMENT FOR NON-U.S.
EMPLOYEES

THIS AGREEMENT, dated as of the date of grant (the “Grant Date”) indicated in
your account maintained by the company providing administrative services in
connection with the Plan (as defined below) (the “External Administrator”),
between Agilent Technologies, Inc., a Delaware corporation (the “Company”), and
you as an individual who has been granted a stock option pursuant to the Agilent
Technologies, Inc. 2009 Stock Plan (the “Awardee”) is entered into as follows:

WITNESSETH:

WHEREAS, the Company has established the Agilent Technologies, Inc. 2009
Stock Plan, (the “Plan”), and a description of the terms and conditions of the
Plan is set forth in the U.S. Plan prospectus (the “Prospectus”). A copy of the
Prospectus is available at http://stockoptions.corporate.agilent.com and also on
your External Administrator website. A copy of the Plan document can be viewed
at http://stockoptions.corporate.agilent.com and will also be made available
upon request; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company
(the “Committee”) or its authorized delegate(s) determined that the Awardee
shall be granted an option under the Plan as hereinafter set forth;

NOW THEREFORE, the parties hereby agree that the Company grants the Awardee
an option (“Option”) to purchase the number of shares of the Company153s $0.01 par
value voting Common Stock indicated in the Awardee153s External Administrator
account subject to the terms and conditions set forth herein and in the Plan.

1. Governing Document. This Option is granted under and pursuant to
the Plan and is subject to each and all of the provisions thereof. In the event
of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan shall
prevail. Capitalized terms used and not otherwise defined herein are used with
the same meanings as in the Plan.

2. Option Price. The Option price shall be equal to the Fair Market
Value (as defined in the Plan document) of the underlying shares on the Grant
Date, unless otherwise required by local law as noted on the Appendix. The
Option price for this grant is indicated in the Awardee153s External Administrator
account.

3. Non-Transferability of Option. This Option is not transferable by
the Awardee except by will or the laws of descent and distribution. During the
Awardee153s lifetime, only the Awardee can exercise this Option. This Option may
not be transferred, assigned, pledged or hypothecated by the Awardee during his
or her lifetime, whether by operation of law or otherwise, and is not subject to
execution, attachment or similar process.

4. Vesting. So long as the Awardee retains status as an Awardee
Eligible to Vest as such term is defined in the Plan, this Option will vest in
whole or in part, in accordance with the following vesting schedule:
25% per year for 4 years.

An Awardee loses status as an Awardee Eligible to Vest when certain events
occur, including but not limited to, termination of employment with the Company
or transfer of employment from the Company. If an individual ceases to be an
Awardee Eligible to Vest, other than as a result of circumstances described in
Sections 4(a), (b), (c) and (d) below, the Awardee153s unvested Option shall
terminate immediately. If, for any reason, the Awardee does not exercise his or
her vested Option within the appropriate exercise period set forth in Section 7
below, the Option shall automatically terminate, and the underlying shares
covered by such Option shall revert to the Plan.

(a) Retirement of Awardee. If the Awardee ceases to be an Awardee
Eligible to Vest as a result of the Awardee153s retirement, in accordance with the
Company153s or its Subsidiary153s retirement policy, all unvested Options shall
continue to vest in accordance with the vesting schedule set forth above.

(b) Disability of Awardee. If the Awardee ceases to be an Awardee
Eligible to Vest as a result of the Awardee153s total and permanent disability,
all unvested Options shall immediately vest.

(c) Death of Awardee. If the Awardee dies while an Employee or after
Awardee153s retirement, in accordance with the Company153s or its Subsidiary153s
retirement policy, all unvested Options shall immediately vest.

(d) Voluntary Severance Incentive Program. If the Awardee ceases to be
an Awardee Eligible to Vest as a result of participation in the Company153s or its
Subsidiary153s voluntary severance incentive program approved by the Board or
Executive Committee, any unvested Option and/or SAR shall immediately vest.

5. Term of the Option. This Option will expire ten (10) years from the
Grant Date, unless sooner terminated, forfeited, or canceled in accordance with
the provisions of the Plan. This means that the Option must be exercised, if at
all, on or before the expiration date. This expiration date is indicated in the
Awardee153s External Administrator account. The Awardee is responsible for keeping
track of this date and will not receive any prior notification of the expiration
date from the Company.

6. Exercise of the Option. Options may be exercised in any manner
permitted by the External Administrator, and will be subject to such
administrator153s fees and procedures. The Company reserves the right to limit
availability of certain methods of exercise as it deems necessary, including
those limitations set forth in the Appendix to this Award Agreement.

7. Termination of Employment. Any unvested portion of the Option shall
be terminated immediately when the Awardee ceases to be an Awardee Eligible to
Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to the
Awardee153s death, total and permanent disability, retirement or participation in
the Company153s Workforce Management Program. Except as the Committee may
otherwise determine, termination of the Awardee153s employment or service for any
reason shall occur on the date such Awardee ceases to perform services for the
Company or any Affiliate without regard to whether such Awardee continues
thereafter to receive any compensatory payments therefrom or is paid salary
thereby in lieu of notice of termination or, with respect to a member of the
Board who is not also an employee of the Company or any Subsidiary, the date
such Awardee is no longer a member of the Board.

All rights of the Awardee in this Option, to the extent that it has vested
but has not been exercised, shall terminate on the earlier of the expiration
date or three (3) months after the Awardee loses

status as an Awardee Eligible to Vest, except where the Awardee loses such
status because of death, retirement or permanent and total disability. In the
event of the Awardee153s death, his or her legal representative or designated
beneficiary shall have the right to exercise the Awardee153s right under this
Option. The representative or designee must exercise the Option before the
earlier of the expiration date or one (1) year after the death of the Awardee,
and shall be bound by the provisions of the Plan. In case of permanent and total
disability, the Awardee retains rights in this Option until the earlier of the
expiration date or three (3) years from the date thereof. In the case of
retirement, the Awardee retains rights in this Option until the expiration date;
provided that in the event of such Awardee153s death prior to the expiration date,
his or her legal representative or designated beneficiary shall have the right
to exercise the Awardee153s right under this Option before the earlier of the
expiration date or one (1) year after the death of the Awardee as set forth
above.

Notwithstanding any provision in the Plan to the contrary, if an Awardee
terminates employment due to death, total and permanent disability, or due to
participation in the Company153s Workforce Management Program, the Option shall
vest in full and if an Awardee terminates employment due to retirement in
accordance with the Company153s or its Subsidiary153s retirement policy, the Option
shall continue to vest in accordance with the vesting schedule set forth in
Section 4 above.

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

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

9. Responsibility for Taxes. Regardless of any action the Company or
the Awardee153s employer (the “Employer”) takes with respect to any or all income
tax, social insurance, payroll tax or other tax-related withholding (the
“Tax-Related Items”), the Awardee acknowledges that the ultimate liability for
all Tax-Related Items legally due by the Awardee is and remains the Awardee153s
responsibility and that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Option, including the grant, vesting or
exercise of the Option, the subsequent sale of shares of Common Stock acquired
pursuant to such exercise and the receipt of any dividends; and (2) do not
commit to structure the terms of the grant or any aspect of the Option to reduce
or eliminate the Awardee153s liability for Tax-Related Items.

Prior to the relevant taxable event, the Awardee shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items withholding obligations of the Company and/or the Employer. In
this regard, the Awardee authorizes the Company and/or the Employer, at their
sole discretion to satisfy the obligations with regard to all applicable
Tax-Related Items legally payable by one or a combination of the following: (1)
withholding from the Awardee153s wages or other cash compensation paid to the
Awardee by the

Company and/or the Employer; (2) withholding from proceeds of the sale of
shares of Common Stock acquired upon exercise of the Option; (3) arranging for
the sale of shares of Common Stock acquired upon exercise of the Option (on the
Awardee153s behalf and at the Awardee153s discretion pursuant to this
authorization); or (4) withholding in shares of Common Stock, provided that the
Company only withholds the amount of shares of Common Stock necessary to satisfy
the minimum withholding amount. If the obligation for the Awardee153s Tax-Related
Items is satisfied by withholding a number of shares of Common Stock as
described herein, the Awardee is deemed to have been issued the full number of
shares of Common Stock subject to the Option, notwithstanding that a number of
the shares of Common Stock are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of this Option.

Finally, the Awardee will pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required to withhold
as a result of the Awardee153s participation in the Plan or the Awardee153s purchase
of shares of Common Stock that cannot be satisfied by the means previously
described. The Company may refuse to honor the exercise and refuse to deliver
the shares of Common Stock if the Awardee fails to comply with his or her
obligations in connection with the Tax-Related Items as described in this
section.

10. Adjustment. The number of shares of Common Stock subject to this
Option and the Option price of such shares may be adjusted by the Company from
time to time pursuant to the Plan.

11. Nature of the Option. By accepting the grant of this Option, the
Awardee acknowledges and agrees that:

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

(ii) the grant of an option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options, even if options have been granted repeatedly in the past;

(iii) all determinations with respect to any future option grants, including,
but not limited to, the times when options shall be granted, the maximum number
of shares subject to each option and the option price, will be at the sole
discretion of the Company;

(iv) participation in the Plan shall not create a right to further employment
with the Employer and shall not interfere with the ability of the Employer to
terminate the Awardee153s employment relationship at any time;

(v) participating in the Plan is voluntary;

(vi) the Option is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or the
Employer, and which is outside the scope of the Awardee153s employment contract,
if any;

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

(viii) in the event the Awardee is not an employee of the Company, the Option
will not be interpreted to form an employment contract or relationship with the
Company, the Employer or any Subsidiary or Affiliate;

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

(x) if the underlying shares of Common Stock do not increase in value, the
Option will have no value;

(xi) if the Awardee exercises the Option and acquires shares of Common Stock,
the value of those shares of Common Stock acquired may increase or decrease in
value, even below the Option price;

(xii) in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution
in value of the Option or shares of Common Stock acquired under the Option
resulting from termination of the Awardee153s employment by the Company or the
Employer and the Awardee irrevocably releases the Company and the Employer from
any such claim that may arise;

(xiii) the vesting of any Option ceases upon termination of employment with
the Company or transfer of employment from the Company, or other cessation of
eligibility to vest for any reason, except as may otherwise be explicitly
provided in the Plan document or this Award Agreement;

(xiv) the Company is not providing any tax, legal or financial advice, nor is
the Company making any recommendations regarding the Awardee153s participation in
the Plan, the exercise of the Option or the purchase or sale of shares of Common
Stock under the Plan;

(xv) the Awardee is advised to consult with personal tax, legal and financial
advisors regarding participation in the Plan before taking any action related to
the Plan; and

(xvi) the Awardee acknowledges that this Award Agreement is between the
Awardee and the Company, and that the Employer is not a party to this Award
Agreement.

12. Data Privacy.
The Awardee explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of
the Awardee153s personal data as described in this document by and among, as
applicable, the Company, the Employer and the External Administrator for the
exclusive purpose of implementing, administering and managing the Awardee153s
participation in the Plan.

The Awardee hereby understands that the Company and the Employer
hold certain personal information about the Awardee, including, but not limited
to, the Awardee153s name, home address and telephone number, date of birth, social
security number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all Options
or any other entitlement to shares of Common Stock awarded, canceled, exercised,
vested, unvested or outstanding in the Awardee153s favor, for the purpose of
implementing, administering and managing the Plan (“Data”). The Awardee hereby
understands that Data may be transferred to any third parties (including the
External Administrator) assisting in the implementation, administration and
management of the Plan, that these recipients may be located in the Awardee153s
country or elsewhere, such as outside the European Economic Area, and that the
recipient153s country may have different data privacy laws and protections than
the Awardee153s country. All such transfers of Data will be in accordance with the
Company153s Privacy Policies and Guidelines. The Awardee hereby understands that
the

Awardee may request a list with the names and addresses of any
potential recipients of the Data by contacting the Awardee153s local human
resources representative. The Awardee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Awardee153s participation
in the Plan, including any requisite transfer of such Data as may be required to
a broker or other third party with whom the Awardee may elect to deposit any
Common Stock acquired upon exercise of the Option. The Awardee hereby
understands that the Awardee may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing the Awardee153s local human resources
representative. The Awardee hereby understands, however, that refusing or
withdrawing the Awardee153s consent may affect the Awardee153s ability to
participate in the Plan. For more information on the consequences of the
Awardee153s refusal to consent or withdrawal of consent, the Awardee understands
that he or she may contact his or her human resources representative responsible
for the Awardee153s country at the local or regional level.

13. No Rights Until Issuance. The Awardee shall have no rights
hereunder as a shareholder with respect to any shares subject to this Option
until the date that shares of Common Stock are issued to the Awardee upon
exercise of the Option.

14. Recoupment. This Option is subject to the terms of the Agilent
Technologies Executive Compensation Recoupment Policy 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 Option and the Awardee; and the terms of the
Policy as of the date of grant are incorporated by reference herein and made a
part hereof.

15. Administrative Procedures. The Awardee agrees to follow the
administrative procedures that may be established by the Company and/or the
External Administrator for participation in the Plan which may include a
requirement that the shares issued upon vesting be held by the External
Administrator until the Awardee disposes of such shares. The Awardee further
agrees that the Company may determine the actual method of withholding for
Tax-Related Items as described in Section 9 above. Awardee agrees to update the
Company with respect to Awardee153s home address, contact information and any
information necessary for the Company or one of its affiliates to process any
required tax withholding or reporting related to this Option.

16. Entire Agreement; Amendment. The Plan is incorporated herein by
reference. The Plan and this Award Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Awardee
with respect to the subject matter hereof, and may not be modified adversely to
the Awardee153s interest except by means of a writing signed by the Company and
the Awardee. Otherwise, this Option may be amended as provided in the Plan.

17. Governing Law and Venue. This Award Agreement is governed by and
construed according to the internal substantive laws, but not the choice of law
rules, of the State of Delaware as provided in the Plan. Any proceeding arising
out of or relating to this Award Agreement or the Plan may be brought only in
the state or federal courts located in the Northern District of California where
this grant is made and/or to be performed, and the parties to this Award
Agreement consent to the exclusive jurisdiction of such courts.

18. Binding Agreement; Interpretation. By accepting the grant of this
Option evidenced hereby, the Awardee and the Company agree that this Option is
granted under and governed by the terms and

conditions of the Plan and this Award Agreement. The Awardee has reviewed the
Prospectus and this Award Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to accepting the Option and fully understands
all provisions of the Prospectus and Award Agreement. The Awardee agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement.

19. Language. The Awardee acknowledges that he or she may be executing
part or all of the Award Agreement in English and agrees to be bound
accordingly. If the Awardee has received this or any other document related to
the Plan translated into a language other than English and if the translated
version is different than the English version, the English version will control.

20. Electronic Delivery. The Company may, in its sole discretion,
decide to deliver any documents related to the Option granted under (and
participation in) the Plan or future awards that may be granted under the Plan
by electronic means or to request the Awardee153s consent to participate in the
Plan by electronic means. The Awardee hereby consents to receive such documents
by electronic delivery and, if requested, to agree to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.

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

22. Acceptance and Rejection. This Award Agreement is one of the
documents governing this Option, which the Awardee must accept or reject online
through the External Administrator153s website. In certain countries, the Awardee
must also sign and return an executed Award Agreement to the Company153s
Shareholder Records department, in addition to the online acceptance.

23. Appendix. Notwithstanding any provision herein, the Awardee153s
participation in the Plan shall be subject to any special terms and conditions
as set forth in the Appendix for the Awardee153s country of residence, if any. The
Appendix constitutes part of this Award Agreement.

	AGILENT TECHNOLOGIES, INC.


	By	/s/ William P. Sullivan
	William P. Sullivan
	President and Chief Executive Officer

	By	/s/ Marie Oh Huber
	Marie Oh Huber
	Senior Vice President, General Counsel and Secretary

Accepted and agreed as to the foregoing:

AWARDEE


Signature


Print Name


Date Employee Number

As of December 2007, a hard-copy signature is required in the following
countries and must be returned to Agilent153s Shareholder Records Department, fax
number (408) 345-8237: Brazil, Germany, India, Israel, Italy, Japan, Malaysia,
Mexico, the Netherlands, Singapore, Spain, and Switzerland. France must use a
country-specific award agreement.

Please fax all 5 pages of this Agreement (not the Appendix) to Shareholder
Records, fax number: (408) 345-8237.

PRINT AND KEEP A COPY FOR YOUR RECORDS

THE ATTACHED APPENDIX IS A PART OF THIS
AGREEMENT

APPENDIX

ADDITIONAL TERMS AND CONDITIONS OF THE

AGILENT TECHNOLOGIES, INC. 2009 STOCK PLAN

STOCK OPTION AWARD AGREEMENT

FOR NON U.S.-EMPLOYEES

This Appendix includes additional terms and conditions that govern the Option
granted to the Awardee under the Plan if the Awardee resides in one of the
countries listed herein. Certain capitalized terms used but not defined in this
Appendix have the meanings set forth in the Plan and/or the Award Agreement.

This Appendix also includes information regarding exchange controls and
certain other issues of which the Awardee should be aware with respect to the
Awardee153s participation in the Plan. The information is based on the securities,
exchange control and other laws in effect in the respective countries as of
November 2007. Such laws are often complex and change frequently. As a result,
the Company strongly recommends that the Awardee not rely on the information in
this Appendix as the only source of information relating to the consequences of
the Awardee153s participation in the Plan because the information may be out of
date at the time that the Awardee exercises the Option or sell shares of Common
Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may
not apply to the Awardee153s particular situation, and the Company is not in a
position to assure the Awardee of a particular result. Accordingly, the Awardee
is advised to seek appropriate professional advice as to how the relevant laws
in the Awardee153s country may apply to his or her situation.

Finally, if the Awardee is a citizen or resident of a country other than the
one in which the Awardee is currently working, the information contained herein
may not be applicable to the Awardee.

BELGIUM

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Vesting. Notwithstanding the vesting schedule set forth in the Award
Agreement, the Option will vest in whole or in part in accordance with the
following schedule: 25% per year for 4 years.

Tax Considerations. A copy of the Grant Notification, Acceptance Form
and Belgian Tax Undertaking Agreement in addition to this Award Agreement are
available at http://stockoptions.corporate.agilent.com. The Awardee should
consult his or her personal tax advisor with respect to completing the
additional forms. The Awardee acknowledges that he or she must sign and return
this Award Agreement and the additional forms in order for such documents to be
effective.

The Awardee may choose to accept the Option within 60 days of the date of the
offer or after 60 days of the date of the offer. This choice will affect the tax
treatment of the offer as explained in the Belgian Grant documents.

The Awardee is required to report any taxable income attributable to the
Option on his or her annual tax return. In addition, the Awardee is required to
report any bank accounts opened and maintained

outside Belgium on his or her annual tax return.

BRAZIL

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Exchange Control Information. The Awardee is advised to consult his or
her personal legal advisor to determine the exchange control requirements
applicable to the Awardee153s particular circumstances. It is solely the Awardee153s
responsibility to comply with these requirements.

CHINA

Cashless Exercise Restriction. Notwithstanding anything to the
contrary in the Award Agreement or the Prospectus, due to legal restrictions in
China, the cash exercise method is not available in China. This Option may only
be exercised using the full cashless method such that all shares of Common Stock
subject to the exercised Option will be sold immediately upon exercise and the
proceeds of sale, less the Option price, any Tax-Related Items and any broker153s
fees or commissions, will be remitted to the Awardee in cash only in accordance
with any applicable exchange control laws and regulations and following the
procedures established by the External Administrator. The Company reserves the
right to provide the Awardee with additional methods of exercise depending on
the development of local law.

Exchange Control Restriction. The Awardee understands and agrees that,
due to exchange control laws in China, the Awardee may be required to
immediately repatriate the proceeds from the cashless exercise to China. The
Awardee further understands that such repatriation of the proceeds may need to
be effected through a special exchange control account established by the
Company or a Subsidiary or Affiliate and the Awardee hereby consents and agrees
that the proceeds from the cashless exercise may be transferred to such special
account prior to being delivered to the Awardee.

DENMARK

Additional Documents. A copy of the Employer Statement has also been
provided to the Awardee in addition to this Award Agreement.

Exchange Control and Tax Information. Awardee may hold shares of
Common Stock acquired under the Plan in a safety-deposit account
(e.g., a brokerage account) with either a Danish bank or with an
approved foreign broker or bank. If the shares of Common Stock are held with a
foreign broker or bank, the Awardee is required to inform the Danish Tax
Administration about the safety-deposit account. For this purpose, the Awardee
must file a Form V (Erklaering V) with the Danish Tax Administration.
Both the Awardee and the External Administrator or bank must sign the Form V. By
signing the Form V, the broker or bank undertakes an obligation, without further
request each year, to forward information to the Danish Tax Administration
concerning the shares in the account. By signing the Form V, the Awardee
authorizes the Danish Tax Administration to examine the account.

In addition, if the Awardee opens a brokerage account (or a deposit account
with a U.S. bank), the brokerage account (or bank account, as applicable) will
be treated as a deposit account because cash can be held in the account.
Therefore, the Awardee must also file a Form K (Erklaering K) with the
Danish Tax Administration. Both the Awardee and the External Administrator must
sign the Form K. By signing the Form K, the External Administrator undertakes an
obligation, without further request each year, to forward information to the
Danish Tax Administration concerning the content of the deposit account. By
signing the Form K, the Awardee authorizes the Danish Tax Administration to
examine the account.

If the Awardee uses the cashless method of exercise, the Awardee is not
required to file a Form V because the Awardee will not hold any shares of Common
Stock. However, if the Awardee opens a deposit account with a foreign broker or
bank to hold the cash proceeds, the Awardee are required to file a Form K as
described above.

FRANCE

See the specific Agilent Award Agreement for France.

GERMANY

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Exchange Control Information. Cross-border payments in excess of
12,500 must be reported monthly to the German Federal Bank (“Deutsche
Bundesbank”). If the Awardee uses a German bank to transfer a cross-border
payment in excess of 12,500 in connection with the purchase or sale of shares
of Common Stock acquired under the Plan, the bank will make the report for the
Awardee. In addition, the Awardee must report any receivables or payables or
debts in foreign currency exceeding an amount of 5,000,000 on a monthly basis.

INDIA

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Exercise Restriction. Notwithstanding anything to the contrary in the
Award Agreement, due to legal restrictions in India, the Awardee will not be
permitted to pay the Option price by the cashless sell-to-cover method of
exercise such that a certain number of shares of Common Stock subject to the
exercised Option are sold immediately upon exercise and the proceeds of the sale
remitted to the Company to cover the aggregate Option price, any Tax-Related
Items and any broker153s fees or commissions and following the procedures
established by the External Administrator. The Company reserves the right to
provide the Awardee with this method of payment depending on the development of
local law.

Fringe Benefit Tax. By accepting the grant of the Option and
participating in the Plan, the Awardee consents and agrees to assume any and all
liability for fringe benefit tax that may be payable by the Company and/or the
Employer in connection with the Option. The Awardee further understands that the
grant of the Option and participation in the Plan is contingent upon the
Awardee153s agreement to assume liability for fringe benefit tax payable on the
Option.

Further, by accepting the grant of the Option and participating in the Plan,
the Awardee agrees that the Company and/or the Employer may collect the fringe
benefit tax from the Awardee by any of the means set forth in the Responsibility
for Taxes section of the Award Agreement or any other reasonable method
established by the Company. The Awardee also agrees to execute any other
consents or elections required to accomplish the foregoing, promptly upon
request by the Company.

Exchange Control Restriction. The Awardee understands that the Awardee
must repatriate any proceeds from the sale of shares of Common Stock acquired
under the Plan and any dividends received in relation to the shares of Common
Stock to India and convert the proceeds into local currency within 90 days of
receipt. The Awardee must obtain a foreign inward remittance certificate
(“FIRC”) from the bank where the Awardee deposits the foreign currency and
maintain the FIRC as evidence of the repatriation of funds in the event the
Reserve Bank of India or the Employer requests proof of repatriation.

ISRAEL

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Shares must be Held with the External Administrator

The Company has designated a third-party to provide administrative services
in connection with the Plan (the “External Administrator”). Pursuant to its
authority under the Plan, the Company will require that the Awardee hold any
shares issued to Awardee in connection with the exercise of the Option with the
External Administrator until such time as the Awardee sells the shares. Until
the Awardee decides to sell the shares issued to pursuant to the exercise of the
Option, the Awardee cannot transfer the shares to an account with another broker
or request that shares certificates be issued to the Awardee.

ITALY

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Cashless Exercise Restriction. Notwithstanding anything to the
contrary in the Award Agreement or the Prospectus, due to legal restrictions in
Italy, the cash exercise method is not available in Italy. This Option may only
be exercised using the full cashless method such that all shares of Common Stock
subject to the exercised Option will be sold immediately upon exercise and the
proceeds of sale, less the Option price, any Tax-Related Items and any broker153s
fees or commissions, will be remitted to the Awardee in cash only in accordance
with any applicable exchange control laws and regulations and following the
procedures established by the External Administrator. The Company reserves the
right

to provide the Awardee with additional methods of exercise depending on the
development of local law.

Data Privacy. This provision supplements the Data Privacy section of
the Award Agreement:

The Awardee hereby explicitly and unambiguously consents to the
collection, use, processing and transfer, in electronic or other form, of the
Awardee153s personal data as described in this section of this Appendix by and
among, as applicable, the Employer, the Company and any Subsidiary or Affiliate
for the exclusive purpose of implementing, administering and managing the
Awardee153s participation in the Plan.

The Awardee understands that the Employer, the Company and any
Subsidiary or Affiliate hold certain personal information about the Awardee,
including, but not limited to, the Awardee153s name, home address and telephone
number, date of birth, social insurance or other identification number, salary,
nationality, job title, any shares of Common Stock or directorships held in the
Company or any Subsidiary or Affiliate, details of all Options or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in the Awardee153s favor, for the exclusive purpose of
implementing, managing and administering the Plan (“Data”).

The Awardee also understands that providing the Company with Data
is necessary for the performance of the Plan and that the Awardee153s denial to
provide such Data would make it impossible for the Company to perform its
contractual obligations and may affect the Awardee153s ability to participate in
the Plan. The Controller of personal data processing is Agilent Technologies,
Inc., with registered offices at 5301 Stevens Creek Boulevard, Santa Clara,
California 95051, United States of America, and, pursuant to Legislative Decree
no. 196/2003, its representative in Italy is Agilent Technologies Italia S.p.A,,
with registered offices at Centro Direzionale di Villa Fiorita , Via Piero
Gobetti, 2/c , 20063 Cernusco s/N, Milano
Italia.

The Awardee understands that Data will not be publicized, but it
may be transferred to banks, other financial institutions or brokers involved in
the management and administration of the Plan. The Awardee further understands
that the Company and/or any Subsidiary or Affiliate will transfer Data among
themselves as necessary for the purpose of implementing, administering and
managing the Awardee153s participation in the Plan, and that the Company and/or
any Subsidiary or Affiliate may each further transfer Data to third parties
assisting the Company in the implementation, administration and management of
the Plan, including any requisite transfer of Data to a broker or other third
party with whom the Awardee may elect to deposit any shares of Common Stock
acquired under the Plan. Such recipients may receive, possess, use, retain and
transfer Data in electronic or other form, for the purposes of implementing,
administering and managing the Awardee153s participation in the Plan. The Awardee
understands that these recipients may be located in or outside the European
Economic Area, such as in the United States or elsewhere. Should the Company
exercise its discretion in suspending all necessary legal obligations connected
with the management and administration of the Plan, it will delete Data as soon
as it has accomplished all the necessary legal obligations connected with the
management and administration of the Plan.

The Awardee understands that Data processing related to the
purposes specified above shall take place under automated or non-automated
conditions, anonymously when possible, that comply with the purposes for which
Data is collected and with confidentiality and security provisions as set forth
by applicable laws and regulations, with specific reference to Legislative
Decree no. 196/2003.

The processing activity, including communication, the transfer of
Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not require the
Awardee153s consent thereto as the processing is necessary to performance of
contractual obligations related to implementation, administration and management
of the Plan. The Awardee understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, the Awardee has the right to, including but not
limited to, access, delete, update, correct or stop, for legitimate reason, the
Data processing. Furthermore, the Awardee is aware that Data will not be used
for direct marketing purposes. In addition, Data provided can be reviewed and
questions or complaints can be addressed by contacting the Awardee153s human
resources representative in Italy.

Plan Document Acknowledgment. In accepting the grant of the Option,
the Awardee acknowledges that he or she has received a copy of the Plan and the
Award Agreement and has reviewed the Plan and the Award Agreement, including
this Appendix, in their entirety and fully understands and accepts all
provisions of the Plan and the Award Agreement, including this Appendix .

The Awardee further acknowledges that he or she has read and specifically and
expressly approves the following sections of the Award Agreement:
Non-Transferability of Option, Nature of the Option; Responsibility for Taxes;
Entire Agreement; Amendment; Governing Law and Venue; Binding Agreement;
Interpretation; Language; Electronic Delivery and the Data Privacy section
included in this Appendix.

Exchange Control Information. The Awardee is required to report in his
or her annual tax return: (a) any transfers of cash or shares of Common Stock to
or from Italy exceeding 10,000 or the equivalent amount in U.S. dollars; and
(b) any foreign investments or investments (including proceeds from the sale of
shares of Common Stock acquired under the Plan) held outside of Italy exceeding
10,000 or the equivalent amount in U.S. dollars, if the investment may give
rise to income in Italy. The Awardee is exempt from the formalities in (a) if
the investments are made through an authorized broker resident in Italy, as the
broker will comply with the reporting obligation on the Awardee153s behalf.

JAPAN

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

MALAYSIA

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Director Notification Requirement. If the Awardee is a director of a
Malaysian Subsidiary or Affiliate of the Company, the Awardee is subject to
certain notification requirements under the Malaysian Companies Act, 1965. Among
these requirements is an obligation to notify the Malaysian Subsidiary or
Affiliate in writing when the Awardee receives an interest (e.g.,
Options, shares of Common Stock) in the Company or any related companies. In
addition, the Awardee must notify the Malaysian Subsidiary or Affiliate when the
Awardee sells shares of Common Stock in the Company or any related company
(including when the Awardee sells shares of Common Stock acquired under the

Plan). These notifications must be made within fourteen days of acquiring or
disposing of any interest in the Company or any related company.

MEXICO

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Labor Law Policy and Acknowledgment. In accepting the grant of the
Option, the Awardee expressly recognizes that Agilent Technologies, Inc., with
registered offices at 5301 Stevens Creek Boulevard, Santa Clara, California
95051, United States of America, is solely responsible for the administration of
the Plan and that the Awardee153s participation in the Plan and acquisition of
shares of Common Stock do not constitute an employment relationship between the
Awardee and Agilent Technologies, Inc. since the Awardee is participating in the
Plan on a wholly commercial basis and the Awardee153s sole employer is Agilent
Technologies Mexico, S. de R.L. de C.V., Blvd. Adolfo Lopez Mateos, No. 2009,
2nd Floor Colonia Los Alpes, Delegacion Alvario Obreg 179n, Mexico D.F. 01010
(“Agilent-Mexico”). Based on the foregoing, the Awardee expressly recognizes
that the Plan and the benefits that the Awardee may derive from participating in
the Plan do not establish any rights between the Awardee and the Employer,
Agilent-Mexico, and do not form part of the employment conditions and/or
benefits provided by Agilent-Mexico and any modification of the Plan or its
termination shall not constitute a change or impairment of the terms and
conditions of the Awardee153s employment.

The Awardee further understands that his or her participation in the Plan is
as a result of a unilateral and discretionary decision of Agilent Technologies,
Inc.; therefore, Agilent Technologies, Inc. reserves the absolute right to amend
and/or discontinue the Awardee153s participation at any time without any liability
to the Awardee.

Finally, the Awardee hereby declares that the Awardee does not reserve to
himself or herself any action or right to bring any claim against Agilent
Technologies, Inc. for any compensation or damages regarding any provision of
the Plan or the benefits derived under the Plan, and the Awardee therefore
grants a full and broad release to Agilent Technologies, Inc., its Affiliates,
branches, representation offices, its shareholders, officers, agents or legal
representatives with respect to any claim that may arise.

Reconocimiento de Ausencia de Relaci 179n Laboral y Declaraci 179n de la
Pol -tica. Aceptando la Opci 179n, el Participante reconoce que Agilent
Technologies, Inc. y sus oficinas registradas en 5301 Stevens Creek Boulevard,
Santa Clara, California 95051, U.S.A., es el nico responsable de la
administraci 179n del Plan y que la participaci 179n del Participante en el mismo y la
compra de Acciones no constituye de ninguna manera una relaci 179n laboral entre el
Participante y Agilent Technologies, Inc., toda vez que la participaci 179n del
Participante en el Plan deriva nicamente de una relaci 179n comercial con Agilent
Technologies, Inc., reconociendo expresamente que el nico empleador del
Participante lo es Agilent Technologies Mexico, S. de R.L. de C.V., Blvd. Adolfo
Lopez Mateos, No. 2009, 2nd Floor Colonia Los Alpes, Delegacion Alvario Obreg 179n,
Mexico D.F. 01010 (“Agilent-M xico”). Derivado de lo anterior, el
Participante expresamente reconoce que el Plan y los beneficios que pudieran
derivar del mismo no

establecen ning n derecho entre el Participante y su empleador,
Agilent-M xico, y no forman parte de las condiciones laborales y/o prestaciones
otorgadas por Agilent-M xico, y expresamente el Participante reconoce que
cualquier modificaci 179n al Plan o la terminaci 179n del mismo de manera alguna podr 161
ser interpretada como una modificaci 179n de los condiciones de trabajo del
Participante.

Asimismo, el Participante entiende que su participaci 179n en el Plan es
resultado de la decisi 179n unilateral y discrecional de Agilent Technologies,
Inc., por lo tanto, Agilent Technologies, Inc. se reserva el derecho absoluto
para modificar y/o terminar la participaci 179n del Participante en cualquier
momento, sin ninguna responsabilidad para el Participante.

Finalmente, el Participante manifiesta que no se reserva ninguna acci 179n o
derecho que origine una demanda en contra de Agilent Technologies, Inc., por
cualquier compensaci 179n o da 177o en relaci 179n con cualquier disposici 179n del Plan o
de los beneficios derivados del mismo, y en consecuencia el Participante otorga
un amplio y total finiquito a Agilent Technologies, Inc., sus Entidades
Relacionadas, afiliadas, sucursales, oficinas de representaci 179n, sus
accionistas, directores, agentes y representantes legales con respecto a
cualquier demanda que pudiera surgir.

NETHERLANDS

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

RUSSIA

Shares must be Held with the External Administrator

Exchange Control Information. If the Awardee remits funds out of
Russia to purchase shares of Common Stock, the funds must be remitted from a
foreign currency account opened in the Awardee153s name at an authorized bank in
Russia. This requirement does not apply if the Awardee uses a cashless exercise
such that some or all of the shares of Common Stock subject to the exercised
Option will be sold immediately upon exercise and the proceeds of sale remitted
to the Company to cover the aggregate Option price, any Tax-Related Items and
any broker153s fees or commissions because in this case there is no remittance of
funds out of Russia.

Regardless of what method of exercise the Awardee uses to purchase the shares
of Common Stock, the Awardee must repatriate to Russia the proceeds from the
sale of shares of Common Stock and any dividends received in relation to the
shares within a reasonably short time of receipt. The sale

proceeds and dividends (if any) received must be initially credited to the
Awardee through a foreign currency account opened in the Awardee153s name at an
authorized bank in Russia.

The Awardee is not permitted to sell shares of Common Stock directly to a
Russian legal entity or resident.

Securities Law Information. The Award Agreement, the Option, the Plan
and all other materials you may receive regarding participation in the Plan do
not constitute advertising or an offering of securities in Russia. The issuance
of shares of Common Stock under the Plan has not and will not be registered in
Russia and, therefore, the shares of Common Stock described in any Plan
documents may not be offered or placed in public circulation in Russia.

In no event will shares of Stock acquired upon exercise of the Option be
delivered to you in Russia; all shares of Stock acquired upon exercise of the
Option will be maintained on your behalf outside of Russia.

SINGAPORE

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Securities Law Information. The grant of the Option is being made on a
private basis and is, therefore, exempt from registration in Singapore.

Director Notification Requirement. Directors of a Singapore Subsidiary
or Affiliate are subject to certain notification requirements under the
Singapore Companies Act. Directors must notify the Singapore Subsidiary or
Affiliate in writing of an interest (e.g., Options, shares of Common Stock,
etc.) in the Company or any related companies within two days of (i) its
acquisition or disposal, (ii) any change in a previously disclosed interest
(e.g., when the shares of Common Stock are sold), or (iii) becoming a director.

SPAIN

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Labor Law Acknowledgement. This provision supplements the Nature of
the Option section of the Award Agreement:

In accepting the Option, the Awardee acknowledges that the Awardee consents
to participation in the Plan and has received a copy of the Plan.

The Awardee understands that the Company has unilaterally, gratuitously and
discretionally decided to grant Options under the Plan to individuals who may be
employees of the Company or its Related Entities throughout the world. The
decision is a limited decision that is entered into upon the express assumption
and condition that any grant will not bind the Company or any of its Related
Entities. Consequently, the Awardee understands that the Option is granted on
the assumption and condition

that the Option and any shares of Common Stock acquired upon exercise of the
Option shall not become a part of any employment contract (either with the
Company or any of its Related Entities) and shall not be considered a mandatory
benefit, salary for any purposes (including severance compensation) or any other
right whatsoever. In addition, the Awardee understands that this grant would not
be made to the Awardee but for the assumptions and conditions referred to above;
thus, the Awardee acknowledges and freely accepts that should any or all of the
assumptions be mistaken or should any of the conditions not be met for any
reason, then any grant of or right to the Option shall be null and void.

Exchange Control Information. The Awardee must declare the purchase of
shares of Common Stock to the Direccion General de Pol -tica Comercial y de
Inversiones Extranjeras (the “DGPCIE”) of the Ministerio de
Economia for statistical purposes. The Awardee must also declare ownership
of any shares of Common Stock with the Directorate of Foreign Transactions each
January while the shares of Common Stock are owned. In addition, if the Awardee
wishes to import the ownership title of shares of Common Stock (i.e., Share
certificates) into Spain, the Awardee must declare the importation of such
securities to the DGPCIE.

When receiving foreign currency payments derived from the ownership of shares
of Common Stock (i.e., dividends or sale proceeds), the Awardee must inform the
financial institution receiving the payment of the basis upon which such payment
is made. The Awardee will need to provide the institution with the following
information: (i) the Awardee153s name, address, and fiscal identification number;
(ii) the name and corporate domicile of the Company; (iii) the amount of the
payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for
the payment; and (vii) further information that may be required.

SWITZERLAND

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Term of Option. This Option will expire ten (10) years and six (6)
months from the Grant Date, unless sooner terminated, forfeited, or canceled in
accordance with the provisions of the Plan.

The Awardee is responsible for keeping track of this date and will not
receive any prior notification of the expiration date from the Company.

Securities Law Information. The offer of the Option is considered a
private offering in Switzerland and is therefore not subject to registration in
Switzerland.

TAIWAN

Exchange Control Information. The Awardee may acquire and remit
foreign currency (including funds for the purchase of shares of Common Stock and
proceeds from the sale of shares of Common Stock) up to US$5,000,000 per year
without justification.

If the transaction amount is TWD500,000 or more in a single transaction, the
Awardee must submit a

Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or
more in a single transaction, the Awardee must also provide supporting
documentation to the satisfaction of the remitting bank.

UNITED KINGDOM

Hard Copy Signature Required. The Awardee acknowledges that he or she
must sign and return this Award Agreement in order to accept the Option.

Responsibility for Taxes. This provision supplements the
Responsibility for Taxes section of the Award Agreement:

If payment or withholding of the Tax-Related Items (including the Employer153s
Liability, as defined below) is not made within 90 days of the event giving rise
to the Tax-Related Items (the “Due Date”) or such other period specified in
Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the
amount of any uncollected Tax-Related Items will constitute a loan owed by the
Awardee to the Employer, effective on the Due Date. The Awardee agrees that the
loan will bear interest at the then-current Official Rate of Her Majesty153s
Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the
Company or the Employer may recover it at any time thereafter by any of the
means referred to in the Responsibility for Taxes section of the Award
Agreement. Notwithstanding the foregoing, if the Awardee is a director or
executive officer of the Company (within the meaning of Section 13(k) of the
U.S. Securities and Exchange Act of 1934, as amended), the Awardee will not be
eligible for such a loan to cover the Tax-Related Items. In the event that the
Awardee is a director or executive officer and the Tax-Related Items are not
collected from or paid by the Awardee by the Due Date, the amount of any
uncollected Tax-Related Items will constitute a benefit to the Awardee on which
additional income tax and national insurance contributions (including the
Employer153s Liability, as defined below) will be payable. The Awardee will be
responsible for reporting and paying any income tax and national insurance
contributions (including the Employer153s Liability, as defined below) due on this
additional benefit directly to HMRC under the self-assessment regime.

Joint Election. As a condition of the Awardee153s participation in the
Plan and the exercise of the Option, the Awardee agrees to accept any liability
for secondary Class 1 national insurance contributions (the “Employer153s
Liability”) which may be payable by the Company and/or the Employer in
connection with the Option and any event giving rise to Tax-Related Items. To
accomplish the foregoing, the Awardee agrees to execute a joint election with
the Company (the “Election”), the form of such Election being formally approved
by HMRC, and any other consent or elections required to accomplish the transfer
of the Employer153s Liability to the Awardee. The Awardee further agrees to
execute such other joint elections as may be required between him or her and any
successor to the Company and/or the Employer. If the Awardee does not enter into
the Election when the Awardee accepts the Award Agreement, or if the Election is
revoked at any time by HMRC, the Option will cease vesting and become null and
void, and no shares of Common Stock will be acquired under the Plan, without any
liability to the Company, the Employer and/or any Affiliate. The Awardee further
agrees that the Company and/or the Employer may collect the Employer153s Liability
by any of the means set forth in the Responsibility for Taxes section of the
Award Agreement.

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