0001047469-08-013312 Sample Contracts

Contract
Credit Agreement • December 19th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York

THIRD AMENDMENT, dated as of November 7, 2008 (this “Amendment”), to the CREDIT AGREEMENT dated as of May 11, 2007, as amended as of March 3, 2008 and June 13, 2008 (as further amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AGILENT TECHNOLOGIES, INC. (the “Company”), a Delaware corporation, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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AGILENT TECHNOLOGIES, INC.
Stock Plan Stock Award Agreement • December 19th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals

This Amendment to Stock Award Agreement (this “Amendment”) is entered into between Agilent Technologies, Inc. (the “Company”), and you as an individual who has been granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”), the Long-Term Performance Program (“LTPP”) and the administrative rules thereunder. You have received an LTPP award for the Company fiscal years of FY07-09 and/or FY08-10, as reflected in the Company’s records and the website of the Company’s External Administrator for the Plan. Each of your FY07-09 and/or FY08-10 LTPP awards is subject to an Award Agreement that has been entered into between you and the Company (each an “Affected Agreement” and collectively, the “Affected Agreements”). Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan and in each Affected Agreement.

AGILENT TECHNOLOGIES, INC.
1999 Stock Plan • December 19th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGILENT TECHNOLOGIES, INC.
1999 Stock Plan • December 19th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGILENT TECHNOLOGIES, INC.
1999 Stock Plan • December 19th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware
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