Exhibit 10.1

ACCESSION AGREEMENT dated as of September 8, 2009 (this “ Agreement ”), among BARCLAYS BANK PLC (the “ Increasing Lender ”), AGILENT TECHNOLOGIES, INC. (the “ Company ”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “ Administrative Agent ”).

A.  Reference is hereby made to the Five-Year Credit Agreement dated as of May 11, 2007 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

B.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

C.  Pursuant to Section 2.08(d) of the Credit Agreement, the Company has invited the Increasing Lender, and the Increasing Lender desires, to become a party to the Credit Agreement and to assume the obligations of a Lender thereunder.  The Increasing Lender is entering into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder.

Accordingly, the Increasing Lender, the Company and the Administrative Agent agree as follows:

SECTION 1.   Accession to the Credit Agreement. (a) The Increasing Lender, as of the Effective Date (as defined below), hereby accedes to the Credit Agreement and shall thereafter have the rights and obligations of a Lender thereunder with the same force and effect as if originally named therein as a Lender.

(b) The Commitment of the Increasing Lender shall equal the amoun