[Excerpt from authors]Background Pay and pay systems are a critical element in any health sector human resource strategy. Changing a pay system can be one strategy to achieve or sustain organizational change. This paper reports on the design and implementation of a completely new pay system in the National Health Service (NHS) in the United Kingdom. 'Agenda for Change' constitutes the largest-ever attempt to introduce a new pay system in the UK public services, covering more than one million staff. Its objectives were to improve the delivery of patient care as well as enhance staff recruitment, retention and motivation, and to facilitate new ways of working.