Supplemental Indenture – Agilent Technologies Inc.

AGILENT TECHNOLOGIES, INC.

(as Obligor)

and

U.S. BANK NATIONAL ASSOCIATION

(as Trustee)

Fourth Supplemental Indenture

Dated as of July 20, 2010

2.50% Senior Notes due 2013

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TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.01.	Definitions	1
	ARTICLE II
	TERMS OF THE NOTES
Section 2.01.	Title	4
Section 2.02.	Aggregate Principal Amount	4
Section 2.03.	Maturity	4
Section 2.04.	Interest	4
Section 2.05.	Place of Payment	4
Section 2.06.	Optional Redemption	4
Section 2.07.	Change of Control Repurchase	6
Section 2.08.	Issue Date	7
Section 2.09.	Issue Price	7
Section 2.10.	Definitive and Global Notes	7
Section 2.11.	Denomination	7
Section 2.12.	Further Issuances	7
Section 2.13.	Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations	7
Section 2.14.	Events of Default	7
Section 2.15.	Limitation on Liens	8
Section 2.16.	Effect of Supplemental Indentures	8
Exhibit A	Form of Senior Note

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THIS FOURTH SUPPLEMENTAL INDENTURE, between Agilent Technologies, Inc., a
Delaware corporation (the “Obligor”), having its principal office at 5301
Stevens Creek Blvd., Santa Clara, California 95051, and U.S. Bank National
Association, as trustee (the “Trustee”), is made and entered into as of this
20th day of July, 2010.

RECITALS OF THE OBLIGOR

WHEREAS, the Obligor and the Trustee executed and delivered an Indenture
dated as of October 24, 2007 (the “Indenture”), to provide for the issuance by
the Obligor from time to time of debt securities;

WHEREAS, capitalized terms used herein, not otherwise defined, shall have the
same meanings given them in the Indenture;

WHEREAS, pursuant to a board resolution, the Obligor has authorized the
issuance of $250 million of its 2.50% Senior Notes due 2013 (the “Senior
Notes”); and

WHEREAS, the Obligor desires to establish the terms of the Senior Notes in
accordance with Section 2.01 of the Indenture;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. For all purposes of this Fourth
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

“Change of Control” means the occurrence of any of the following: (1)
the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Obligor and its Subsidiaries taken as a whole to any “person” (as that term is
used in Section 13(d) and Section 14(d) of the Exchange Act) other than the
Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the
Obligor153s liquidation or dissolution; (3) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any “person” (as that term is used in Section 13(d)(3) of the Exchange
Act) or group of persons, other than the Obligor or its Subsidiaries, becomes
the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act),
directly or indirectly, of more than 50% of the combined voting power of the
Obligor153s Voting Stock or other Voting Stock into which the Obligor153s Voting
Stock is reclassified, consolidated, exchanged or changed, measured by voting
power rather than number of shares; or (4) the first day on which a majority of
the members of the Obligor Board are not Continuing Directors.

“Change of Control Repurchase Event” means the occurrence of both a
Change of Control and a Ratings Event.

“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Senior Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Senior Notes.

“Comparable Treasury Price” means, with respect to any Redemption
Date, (1) the arithmetic average of four Reference Treasury Dealer Quotations
for such Redemption Date after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the arithmetic average of all Reference
Treasury Dealer Quotations for such Redemption Date.

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“Continuing Directors” means, as of any date of determination, any
member of the Obligor Board who (1) was a member of the Obligor Board on the
date of the issuance of the Senior Notes; or (2) was nominated for election or
elected to the Obligor Board with the approval of a majority of the Continuing
Directors who were members of the Obligor Board at the time of such nomination
or election.

“First Supplemental Indenture” means the First Supplemental Indenture
dated as of October 29, 2007 to the Indenture between the Obligor and the
Trustee, as amended or supplemented from time to time.

“Fitch” means Fitch Ratings Ltd. and its successors.

“Fourth Supplemental Indenture” means this Fourth Supplemental
Indenture to the Indenture, as amended or supplemented from time to time.

“Indenture” has the meaning assigned in the recitals.

“Independent Investment Banker” means Banc of America Securities LLC,
Barclays Capital Inc. or Credit Suisse Securities (USA) LLC, or their respective
successors as may be appointed from time to time by the Obligor;
provided, however, that if any of the foregoing ceases to be a
primary U.S. Government securities dealer in New York City (a “primary treasury
dealer”), the Obligor shall substitute another primary treasury dealer.

“Investment Grade” means a rating of BBB- or better by Fitch (or its
equivalent under any successor rating categories of Fitch); a rating of Baa3 or
better by Moody153s (or its equivalent under any successor Rating Categories of
Moody153s); a rating of BBB- or better by S&P (or its equivalent under any
successor Rating Categories of S&P); and the equivalent investment grade
credit rating from any additional Rating Agency or Rating Agencies selected by
the Obligor.

“Moody153s” means Moody153s Investors Service Inc. and its successors.

“Obligor Board” means the board of directors of the Obligor.

“Rating Agency” means each of Fitch, Moody153s and S&P, so long as
such entity makes a rating of the notes publicly available; provided, however,
if any of Fitch, Moody153s or S&P ceases to rate the notes or fails to make a
rating of the notes publicly available for reasons outside of the control of the
Obligor, the Obligor shall be allowed to designate a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F)
under the Exchange Act (as certified by a resolution of the board of directors
of the Obligor) as a replacement agency for the agency that ceased to make such
a rating publicly available. For the avoidance of doubt, failure by the Obligor
to pay rating agency fees to make a rating of the notes shall not be a “reason
outside of the control of the Obligor” for the purposes of the preceding
sentence.

“Rating Category” means (i) with respect to S&P, any of the
following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories); (ii) with respect to Moody153s, any of the following categories: Baa,
Ba, B, Caa, Ca, C and D (or equivalent successor categories); (iii) with respect
to Fitch, any of the following categories: BBB, BB, B, CCC, CC, C and D (or
equivalent successor categories); and (iv) the equivalent of any such category
of S&P, Moody153s or Fitch used by another Rating Agency. In determining
whether the rating of the Senior Notes has decreased by one or more gradations,
gradations within Rating Categories (+ and – for S&P or Fitch; 1, 2 and 3
for Moody153s; or the equivalent gradations for another Rating Agency) shall be
taken into account (e.g., with respect to S&P or Fitch, a decline in a
rating from BB+ to BB, as well as from BB- to B+, shall constitute a decrease of
one gradation).

“Ratings Event” means a decrease in the ratings of the Senior Notes by
one or more of the Rating Agencies such that the Senior Notes are rated below
Investment Grade by all of the Rating Agencies on any date from the date of the
public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of a
Change of Control (which period shall be extended so long as the rating of the
Senior Notes is under publicly announced consideration for possible downgrade by
any of the Rating Agencies).

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Notwithstanding the foregoing, a Ratings Event otherwise arising by virtue of
a particular reduction in rating shall not be deemed to have occurred in respect
of a particular Change of Control (and thus shall not be deemed a Ratings Event
for purposes of the definition of Change of Control Repurchase Event hereunder)
if the Rating Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform the Trustee
in writing at its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in
respect of, the applicable Change of Control (whether or not the applicable
Change of Control shall have occurred at the time of the Ratings Event).

“Reference Treasury Dealer” means Banc of America Securities LLC,
Barclays Capital Inc. or Credit Suisse Securities (USA) LLC, and one other
primary treasury dealer selected by the Obligor, and each of their respective
successors and any other primary treasury dealers selected by the Obligor.

“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the arithmetic average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer as of 5:00
p.m., New York City time, on the third Business Day preceding such Redemption
Date.

“Remaining Scheduled Payments” means, with respect to any Senior Note
to be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date
is not an Interest Payment Date with respect to such Senior Note, the amount of
the next scheduled interest payment thereon shall be reduced by the amount of
interest accrued thereon to such Redemption Date.

“Second Supplemental Indenture” means the Second Supplemental
Indenture dated as of September 14, 2009 to the Indenture between the Obligor
and the Trustee, as amended or supplemented from time to time.

“Senior Notes” has the meaning assigned in the Recitals.

“S&P” means Standard & Poor153s Rating Services, a division of
The McGraw-Hill Companies, Inc., and its successors.

“Third Supplemental Indenture” means the Third Supplemental Indenture
dated as of September 14, 2009 to the Indenture between the Obligor and the
Trustee, as amended or supplemented from time to time.

“Treasury Rate” means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to Maturity (computed as of
the third Business Day immediately preceding that Redemption Date) of the
Comparable Treasury Issue. In determining this rate, the Obligor shall assume a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.

“Voting Stock” of any specified Person as of any date means the
capital stock of such Person that is at the time entitled to vote generally in
the election of the board of directors of such Person.

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ARTICLE II

TERMS OF THE NOTES

SECTION 2.01. Title. The Senior Notes shall constitute a series of
Notes having the title “2.50% Senior Notes due 2013” that shall be in the form
attached as Exhibit A.

SECTION 2.02. Aggregate Principal Amount. The aggregate principal
amount of the Senior Notes that may be authenticated and delivered under this
Fourth Supplemental Indenture shall be unlimited; provided that the
Obligor complies with the provisions of this Fourth Supplemental Indenture.

SECTION 2.03. Maturity. The entire outstanding principal amount of the
Senior Notes shall be payable on July 15, 2013.

SECTION 2.04. Interest. The Senior Notes shall accrue interest at a
rate of 2.50% per year. Interest shall accrue on the Senior Notes from the most
recent Interest Payment Date to or for which interest has been paid or duly
provided for (or if no interest has been paid or duly provided for, from the
Issue Date of the Senior Notes), payable semiannually in arrears on January 15
and July 15 of each year, beginning on January 15, 2011. The Record Dates for
payment of interest shall be December 31 and June 30 of each year, beginning
December 31, 2010. Interest on overdue principal and premium, if any, from time
to time, shall be at a rate of 2% per annum in excess of the rate then in
effect; interest on overdue installments of interest, if any, from time to time,
shall be at the same rate, to the extent lawful.

SECTION 2.05. Place of Payment. The place where the principal of (and
premium, if any) and interest, if any, with respect to the Senior Notes shall be
payable shall be the Corporate Trust Office.

SECTION 2.06. Optional Redemption. (a) The Obligor may redeem the
Senior Notes at its option at any time in whole or in part. If the Obligor
elects to redeem the Senior Notes, it shall pay a Redemption Price equal to the
greater of the following amounts, plus, in each case, accrued and unpaid
interest thereon to, but not including, the Redemption Date:

(i) 100% of the aggregate principal amount of the Senior Notes to be redeemed
on the Redemption Date; or

(ii) the sum of the present values of the Remaining Scheduled Payments. In
determining the present values of the Remaining Scheduled Payments, the Obligor
shall discount such payments to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate plus 25 basis points.

Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the
provisions of Section 2.06(b) through (i) below.

(b) If the Obligor elects to redeem the Senior Notes pursuant to the optional
redemption provisions of Section 2.06(a) above, it shall furnish to the Trustee,
at least 45 days (or such shorter period as shall be acceptable to the Trustee,
but in no event less than 30 days) but not more than 60 days before the
Redemption Date, an Officers153 Certificate setting forth (1) the Redemption Date,
and (2) the CUSIP and/or ISIN numbers of the Senior Notes.

(c) If fewer than all the Senior Notes are to be redeemed, the particular
Senior Notes to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee from the Outstanding Senior Notes not previously
called for redemption, pro rata, by lot or by such other method as the Trustee
shall deem fair and appropriate, and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for the
Senior Notes or any integral multiple thereof) of the principal amount of Senior
Notes of a denomination larger than the minimum authorized denomination for the
Senior Notes.

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(d) The Trustee shall promptly notify the Obligor in writing of the Senior
Notes selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed.

(e) For all purposes of this Fourth Supplemental Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Senior
Notes shall relate, in the case of any Senior Note redeemed or to be redeemed
only in part, to the portion of the principal of such Senior Note which has been
or is to be redeemed.

(f) Notice of redemption of Senior Notes to be redeemed, either in whole or
in part, shall be given to the Holders thereof at the option of the Obligor, by
first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60
days prior to the Redemption Date, to each such Holder at such Holder153s last
address appearing in the Security Register. All notices of redemption shall
state:

(i) the Redemption Date;

(ii) the Redemption Price, or if not then ascertainable, the manner of
calculating the Redemption Price;

(iii) if fewer than all Outstanding Senior Notes are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Senior Notes to be redeemed from the Holder to whom the notice
is given and that on and after the Redemption Date, upon surrender of such
Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount
equal to the unredeemed portion thereof shall be issued in accordance with
Section 2.06(i);

(iv) that on the Redemption Date the Redemption Price shall become due and
payable upon each Senior Note called for redemption, and that interest, if any,
thereon shall cease to accrue from and after said date;

(v) the place where Senior Notes called for redemption are to be surrendered
for payment of the Redemption Price, which shall be the office or agency
maintained by the Obligor pursuant to Section 9.02 of the Indenture;

(vi) the name and address of the Paying Agent;

(vii) that the Senior Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price; and

(viii) the CUSIP and/or ISIN number, and that no representation is made as to
the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in
such notice or printed on the Senior Notes.

Notice of redemption of Senior Notes shall be given by the Obligor or, at the
Obligor153s request, by the Trustee in the name and at the expense of the Obligor;
provided, however, that if the Obligor requests the Trustee to
give such notice, it shall provide an execution version of such notice to the
Trustee at least five Business Days before such notice is required to be sent.

(g) On or prior to 10 a.m., New York City time, on any Redemption Date, the
Obligor shall deposit with the Trustee or with a Paying Agent (or, if the
Obligor is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 9.03 of the Indenture) an amount of money sufficient to pay
the Redemption Price of, and accrued interest on, all the Senior Notes which are
to be redeemed on that date.

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(h) Notice of redemption having been given as aforesaid, the Senior Notes (or
portions thereof) so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price plus accrued and unpaid interest to the
Redemption Date therein specified, and from and after such date (unless the
Obligor shall default in the payment of the Redemption Price) such Senior Notes
shall cease to bear interest. Upon surrender of such Senior Notes for redemption
in accordance with the notice, such Senior Notes shall be paid by the Obligor at
the Redemption Price. Any installment of interest due and payable on or prior to
the Redemption Date shall be payable to the Holders of such Senior Notes
registered as such on the relevant Record Date according to the terms and the
provisions of Section 2.06 of the Indenture. If any Senior Note called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor by the Senior Note.

(i) Any Senior Note that is to be redeemed only in part shall be surrendered
at the office or agency maintained by the Obligor pursuant to Section 9.02 of
the Indenture (with, if the Obligor or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Obligor and
the Trustee duly executed by, the Holder thereof or the Holder153s attorney duly
authorized in writing) and the Obligor shall execute and the Trustee shall
authenticate and deliver to the Holder of such Senior Note without service
charge and at the expense of the Obligor, a new Senior Note or Senior Notes, of
any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
such Senior Note so surrendered.

SECTION 2.07. Change of Control Repurchase. (a) If a Change of Control
Repurchase Event occurs, unless the Obligor has exercised its right to redeem
the Senior Notes as set forth in Section 2.06, the Obligor shall be required to
make an offer to each Holder of the Senior Notes to repurchase all or any part
(in excess of $2,000 and in integral multiples of $1,000) of that Holder153s
Senior Notes at a repurchase price in cash equal to 101% of the aggregate
principal amount of the Senior Notes repurchased plus any accrued and unpaid
interest on the Senior Notes repurchased to, but not including, the date of
repurchase.

(b) Within 30 days following any Change of Control Repurchase Event or, at
the option of the Obligor, prior to any Change of Control, but after the public
announcement of the Change of Control, the Obligor shall mail a notice to each
Holder, with a copy to the Trustee, describing the transaction or transactions
that constitute or may constitute the Change of Control Repurchase Event and
offering to repurchase the Senior Notes on the payment date specified in the
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed. The notice shall, if mailed prior to the
date of consummation of the Change of Control, state that the offer to purchase
is conditioned on a Change of Control Repurchase Event occurring on or prior to
the payment date specified in the notice.

(c) The Obligor shall comply with the requirements of Rule 14e-1 under the
Exchange Act, and any other securities laws and regulations to the extent those
laws and regulations are applicable in connection with the repurchase of the
Senior Notes as a result of a Change of Control Repurchase Event. To the extent
that the provisions of any securities laws or regulations conflict with this
Section 2.07, the Obligor shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 2.07 by virtue of compliance with such securities laws or regulations.

(d) On the repurchase date following a Change of Control Repurchase Event,
the Obligor shall, to the extent lawful:

(i) accept for payment all the Senior Notes or portions of the Senior Notes
properly tendered pursuant to its offer;

(ii) deposit with the Paying Agent an amount equal to the aggregate purchase
price in respect of all the Senior Notes or portions of the Senior Notes
properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Senior Notes
properly accepted, together with an Officer153s Certificate stating the aggregate
principal amount of Senior Notes being purchased by the Obligor.

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(e) The Paying Agent shall promptly mail to each Holder of Senior Notes
properly tendered the purchase price for the Senior Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book-entry) to
each Holder a new Senior Note equal in principal amount to any unpurchased
portion of any Senior Notes surrendered.

(f) The Obligor shall not be required to make an offer to repurchase the
Senior Notes upon a Change of Control Repurchase Event if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Obligor and such third party purchases all
Senior Notes properly tendered and not withdrawn under its offer.

(g) Should the Obligor choose to exercise its rights under Section 3.02 of
the Indenture, it shall no longer be obligated to make an offer to repurchase
the Senior Notes following a Change of Control Repurchase Event.

SECTION 2.08. Issue Date. The Issue Date of the Senior Notes is July
13, 2010.

SECTION 2.09. Issue Price. The issue price of the Senior Notes is
99.815% of the aggregate principal amount of the Senior Notes.

SECTION 2.10. Definitive and Global Notes. The Senior Notes are
issuable in whole or in part in the form of Definitive Notes or as one or more
Global Notes and the Depositary for such Global Notes shall be DTC.

SECTION 2.11. Denomination. The Senior Notes shall be issued in
registered form in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

SECTION 2.12. Further Issuances. The Obligor may issue an unlimited
principal amount of additional Senior Notes; provided that, any such
additional Senior Notes shall have identical terms as the outstanding Senior
Notes, other than with respect to the date of issuance, issue price, first
Interest Payment Date, interest accrual date and amount of interest payable on
the first Interest Payment Date applicable thereto; provided,
further, that any such additional Senior Notes shall be treated as a
single class with the outstanding Senior Notes for all purposes under this
Fourth Supplemental Indenture and the Indenture.

SECTION 2.13. Defeasance and Discharge of Covenants upon Deposit of
Moneys, U.S. Government Obligations. (a) Sub-clause (b) of the first
paragraph of Section 3.02 of the Indenture is hereby supplemented to add after
“9.07” thereof:

“and Section 2.07 of the Fourth Supplemental Indenture, dated July 20, 2010,
between the Obligor and the Trustee”

(b) The last sentence of the third to last paragraph of Section 3.02 of the
Indenture is hereby supplemented to add to the end thereof: “and the Obligor
shall no longer be obligated to make an offer to repurchase Senior Notes under
Section 2.07 of the Fourth Supplemental Indenture upon the occurrence of a
Change of Control (as defined in the Fourth Supplemental Indenture, dated July
20, 2010, between the Obligor and the Trustee).”

SECTION 2.14. Events of Default. In addition to the Events of Default
set forth in Section 4.01 of the Indenture, the Senior Notes shall include the
following additional Event of Default designated as clause (8) of such Section,
which shall be deemed an Event of Default under Section 4.01 of the Indenture:

“(8) a failure by the Obligor to repurchase Senior Notes tendered for
repurchase following the occurrence of a Change of Control Repurchase Event in
conformity with Section 2.07 of the Fourth Supplemental Indenture, dated July
20, 2010, between the Obligor and the Trustee.”

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SECTION 2.15. Limitation on Liens. In addition to the exceptions to
the limitations on liens restrictions set forth in Section 9.06 of the
Indenture, the Senior Notes shall include the following additional exception
designated as clause (10) of such Section:

“(10) liens existing on the date of the Fourth Supplemental Indenture, dated
July 20, 2010, between the Obligor and the Trustee.”

SECTION 2.16. Effect of Supplemental Indentures. The Senior Notes
shall not be subject to any of the terms and conditions set forth in the First
Supplemental Indenture, the Second Supplemental Indenture or the Third
Supplemental Indenture. The terms of the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, and the
resulting amendments and supplements to the Indenture, shall be disregarded in
their entirety in determining the rights of Holders of the Senior Notes and the
obligations of the Obligor to such Holders and shall only have effect with
respect to the 6.50% Senior Notes due 2017, the 4.45% Senior Notes due 2012 and
the 5.50% Senior Notes due 2015, respectively. This Fourth Supplemental
Indenture shall be read to amend and supplement the Indenture only with respect
to the Senior Notes and shall not be read to otherwise have any effect on the
terms of the Indenture, the 6.50% Senior Notes due 2017, the 4.45% Senior Notes
due 2012, the 5.50% Senior Notes due 2015 or any other series of notes issued
pursuant to the Indenture.

[SIGNATURE PAGE FOLLOWS]

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	AGILENT TECHNOLOGIES INC.,
	By	/s/ Hilliard C. Terry, III
	Name:	Hilliard C. Terry, III
	Title:	Vice President, Treasurer
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By	/s/ Paula Oswald
	Name:	Paula Oswald
	Title:	Vice President

[Signature Page to Fourth Supplemental Indenture]

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EXHIBIT A

Form of Senior Note

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR153S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

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No.

$

2.50% Senior Note due 2013

CUSIP No. 00846U AF8

ISIN No. US00846UAF84

AGILENT TECHNOLOGIES, INC., a Delaware corporation, promises to pay to Cede
& Co., or registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Note attached hereto on July 15, 2013.

Interest Payment Dates: January 15 and July 15.

Record Dates: December 31 and June 30.

Additional provisions of this 2013 Senior Note are set forth on the other
side of this 2013 Senior Note.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

	AGILENT TECHNOLOGIES, INC.
	by
	Name:	Hilliard C. Terry, III
	Title:	Vice President, Treasurer

Dated: July 20, 2010

TRUSTEE153S CERTIFICATE OF AUTHENTICATION
U.S. BANK NATIONAL ASSOCIATION,
	as Trustee, certifies that this is one of the Senior Notes referred to in the Fourth Supplemental Indenture.
	by
	Authorized Signatory

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is $250,000,000. The
following increases or decreases in this Global Note have been made:

Date of Exchange		Amount of decrease in Principal Amount of this Global Note		Amount of increase in Principal Amount of this Global Note		Principal amount of this Global Note following such decrease or increase		Signature of authorized signatory of Trustee

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2.50% Senior Notes due 2013

1. Interest

AGILENT TECHNOLOGIES, INC., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the “Obligor”), promises to pay interest on the principal amount of this
2013 Senior Note at the rate per annum shown above. The Obligor shall pay
interest semiannually on January 15 and July 15 of each year. Interest on this
2013 Senior Note shall accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from July 20, 2010 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Obligor
shall pay interest on overdue principal at the rate borne by this 2013 Senior
Note plus 2% per annum, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

2. Method of Payment

The Obligor shall pay interest on this 2013 Senior Note (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the Record Date. Holders must surrender this 2013 Senior Note to a Paying Agent
to collect principal payments. Payments in respect of this 2013 Senior Note
represented by a Global Note (including principal, premium, if any, and
interest) shall be made in immediately available funds to DTC or its nominees,
as the case may be, as the Holder of such Global Note. The Obligor will make all
payments in respect of any certificated 2013 Senior Note (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that,
at the option of the Obligor, payment of interest may be made by mailing a check
to the registered address of each Holder thereof or, upon request of a Holder of
at least $1,000,000 aggregate principal amount of 2013 Senior Notes, by wire
transfer to an account located in the United States by the payee.

3. Paying Agent and Registrar

Initially, U.S. Bank National Association, a United States banking
association (the “Trustee”), will act as Paying Agent and Registrar. The Obligor
may act as Paying Agent.

4. Indenture

The Obligor issued this 2013 Senior Note under an Indenture dated as of
October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as
supplemented by the Fourth Supplemental Indenture, dated as of July 20, 2010
(the “Fourth Supplemental Indenture and, together with the Base Indenture, the
“Indenture”), between the Obligor and the Trustee. Capitalized terms used herein
are used as defined in the Indenture unless otherwise indicated. The terms of
this 2013 Senior Note include those stated in the Indenture, and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. § § 77aaa 77bbbb) as in effect on the date of the Indenture (the
“TIA”). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. This 2013 Senior Note is subject to all terms
and provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions. In the event of a conflict between any provision of this 2013 Senior
Note and the Indenture, the Indenture shall govern such provision.

This 2013 Senior Note is a senior unsecured obligation of the Obligor of
which an unlimited aggregate principal amount may be at any one time
Outstanding. The Indenture imposes certain limitations on the ability of the
Obligor and its Subsidiaries to, among other things, create or incur Liens and
enter into certain Sale-Leaseback Transactions. The Indenture also imposes
limitations on the ability of the Obligor to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all its
property.

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5. Optional Redemption

The Obligor may redeem this 2013 Senior Note at its option at any time in
whole or in part. If the Obligor elects to redeem this 2013 Senior Note, it will
pay a Redemption Price equal to the greater of the following amounts, plus, in
each case, accrued and unpaid interest thereon to, but not including, the
Redemption Date:

– 100% of the aggregate principal amount of this 2013 Senior Note; or

– the sum of the present values of the Remaining Scheduled Payments. In
determining the present values of the Remaining Scheduled Payments the Obligor
shall discount such payments to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate plus 25 basis points.

6. Sinking Fund

This 2013 Senior Note is not subject to any sinking fund.

7. Notice of Redemption

If the Obligor elects to redeem this 2013 Senior Note, it shall furnish the
Trustee, at least 45 days (or such shorter period as shall be acceptable to the
Trustee, but in no event less than 30 days) but not more than 60 days before the
Redemption Date, an Officer153s Certificate setting forth (1) the Redemption Date
and (2) the CUSIP and/or ISIN numbers of this 2013 Senior Note.

Notice of redemption of this 2013 Senior Note, either in whole or in part,
shall be given to the Holder thereof at the option of the Obligor by first-class
mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to
the Redemption Date to such Holder at such Holder153s last address appearing in
the Security Register for the 2013 Senior Notes.

8. Repurchase of this 2013 Senior Note at the Option of Holders upon
Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs, unless the Obligor has
exercised its right to redeem this 2013 Senior Note as described in the
Indenture, the Obligor shall be required to make an offer to the Holder of this
2013 Senior Note to repurchase all or any part (in excess of $2,000 and in
integral multiples of $1,000) of this 2013 Senior Note at a repurchase price in
cash equal to 101% of the aggregate principal amount of such percentage of this
2013 Senior Note plus any accrued and unpaid interest on the portion of this
2013 Senior Note so repurchased to, but not including, the date of repurchase,
as provided in, and subject to the terms of, the Indenture.

9. Denominations; Transfer; Exchange

2013 Senior Notes may be issued in registered form in denominations of $2,000
and integral multiples of $1,000 in excess thereof. A Holder may transfer or
exchange this 2013 Senior Note in accordance with the Indenture. Upon any
transfer or exchange, the Obligor and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture. The Obligor need
not register the transfer of or exchange this 2013 Senior Note if selected for
redemption (except, in the event it will be redeemed in part, the portion not to
be redeemed), or to transfer or exchange this 2013 Senior Note for a period of
15 days prior to a selection of 2013 Senior Notes to be redeemed.

10. Persons Deemed Owners

With certain exceptions, the registered Holder of this 2013 Senior Note may
be treated as the owner of it for all purposes.

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11. Unclaimed Money

If money for the payment of principal or interest, if any, remains unclaimed
for two years, the Trustee shall pay the money back to the Obligor at its
request. After any such payment, Holders entitled to the money must look to the
Obligor for payment as unsecured general creditors and the Trustee and the
Paying Agent shall have no further liability with respect to such monies.

12. Discharge and Defeasance

Subject to certain conditions, the Obligor at any time may terminate some of
or all its obligations under this 2013 Senior Note and the Indenture if the
Obligor deposits with the Trustee U.S. dollars or non-callable U.S. Government
Obligations for the payment of principal of, premium, if any, and interest on,
this 2013 Senior Note to redemption or maturity, as the case may be.

13. Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture
may be amended under certain circumstances with the written consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
2013 Senior Notes and (ii) certain defaults may be waived with the written
consent of the Holders of at least a majority in principal amount of the
Outstanding 2013 Senior Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of the Holders of any 2013 Senior Notes, the
Obligor and the Trustee may amend the Indenture: (i) to evidence the succession
of another Person to the Obligor and the assumption by any such successor of the
covenants of the Obligor under the Indenture and the 2013 Senior Notes; (ii) to
add to the covenants of the Obligor for the benefit of Holders of the 2013
Senior Notes or to surrender any right or power conferred upon the Obligor;
(iii) to add any additional events of default for the benefit of Holders of the
2013 Senior Notes; (iv) to add to or change any of the provisions of the
Indenture as necessary to permit or facilitate the issuance of 2013 Senior Notes
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of 2013 Senior
Notes in uncertificated form; (v) to secure the 2013 Senior Notes; (vi) to add
or appoint a successor or separate Trustee; (vii) to cure any ambiguity, defect
or inconsistency; (viii) to supplement any of the provisions of the Indenture as
necessary to permit or facilitate the defeasance and discharge of 2013 Senior
Notes, provided that the interests of the holders of the 2013 Senior Notes are
not adversely affected in any material respect; (ix) to make any other change
that would not adversely affect the Holders of the 2013 Senior Notes in any
material respect; (x) to make any change necessary to comply with any
requirement of the Commission in connection with the qualification of the
Indenture or any supplemental Indenture under the TIA; and (xi) to conform the
Indenture to the section entitled “Description of Notes” in the prospectus
supplement dated July 13, 2010 relating to the 2013 Senior Notes.

14. Defaults and Remedies

If any Event of Default (other than an Event of Default relating to certain
events of bankruptcy, insolvency or reorganization of the Obligor) with respect
to this 2013 Senior Note occurs and is continuing, then either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding 2013 Senior Notes may declare the principal of all Outstanding 2013
Senior Notes, and the interest to the date of acceleration, if any, accrued
thereon, to be immediately due and payable by notice in writing to the Obligor
(and to the Trustee if given by Holders) specifying the Event of Default. If an
Event of Default relating to a merger or certain events of bankruptcy,
insolvency or reorganization of the Obligor occurs, then the principal amount of
all the 2013 Senior Notes then Outstanding and interest accrued thereon, if any,
will become and be immediately due and payable without any declaration or other
act on the part of the Trustee or the Holders of the 2013 Senior Notes, to the
full extent permitted by applicable law.

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Under certain circumstances, the Holders of a majority in principal amount of
the Outstanding 2013 Senior Notes may rescind any such acceleration with respect
to the 2013 Senior Notes and its consequences.

No Holder of this 2013 Senior Note may institute any action, unless and
until: (i) such Holder has given the Trustee written notice of a continuing
Event of Default with respect to the 2013 Senior Notes; (ii) the Holders of at
least 25% in aggregate principal amount of the Outstanding 2013 Senior Notes
have made a written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder; (iii) such Holder
or Holders has or have offered the Trustee such reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request;
(iv) the Trustee has failed to institute any such proceeding for 60 days after
its receipt of such notice, request and offer of indemnity; and (v) no
inconsistent direction has been given to the Trustee during such 60-day period
by the Holders of a majority in aggregate principal amount of the Outstanding
2013 Senior Notes. These limitations do not apply to a suit instituted by a
Holder of any 2013 Senior Notes for enforcement of payment of the principal of,
and premium, if any, or interest on, such 2013 Senior Notes on or after the
respective due dates expressed in such 2013 Senior Notes.

15. Trustee Dealings with the Obligor

Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of this 2013 Senior Note and may otherwise deal with the Obligor with
the same rights it would have if it were not Trustee.

16. Authentication

This 2013 Senior Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this 2013 Senior Note.

17. Governing Law

THIS 2013 SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

18. CUSIP and ISIN Numbers

The Obligor has caused CUSIP and ISIN numbers to be printed on this 2013
Senior Note and has directed the Trustee to use CUSIP and ISIN numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on this 2013 Senior Note or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

The Obligor will furnish to any Holder of this 2013 Senior Note upon
written request and without charge to the Holder a copy of the Indenture which
has in it the text of this 2013 Senior Note.

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