Exhibit 10.1 to Motorola, Inc.'s Form 10-K for the year ended December 31, 2000

MOTOROLA PERFORMANCE EXCELLENCE = REWARDS PLAN (PE=R)

ELIGIBILITY

Select executives and key employees who are integral to the long-term success of Motorola are eligible to participate in the Motorola Performance Excellence = Reward Plan (PE=R). Generally, participants will be in grades E14 and above.

PARTICIPATION

Actual participation, from among the eligible group of employees, will be made on an annual basis at the selection of your immediate supervisor.

Here is an overview of the Plan:

Below EXB (E15s and below):                                                      30%
EXB:                                                                             45%
EXE with annual base salary up to US$310K (elected officers):                    65%
EXE with annual base salary of US$310K+ (elected officers):                      75%
EXV (executive vice presidents):                                          75% or 85%

    PES SCORE*              % OF TARGET
------------------          -----------
   Less than 1.5            Less than 50%**
        1.5                      50%
        2.0                     100%
        3.0                     140%
        4.0                     200%
-----------------------------------------------
*   PES score may be adjusted up or down by the
    CEO based on the degree of difficulty
    relative to other businesses or functions

**  CEO discretion

SITUATIONS AFFECTING PE=R

>> CHANGE IN EMPLOYMENT

o No participant who terminates employment prior to the payment of an award will receive an unpaid award for the previous year or a pro rata award for the current year.

>> CHANGE IN CONTROL

If Motorola undergoes a Change in Control (as defined in the Omnibus Incentive Plan of 2000):

o Award payments will be made for the previous fiscal year. If actual individual award amounts have not already been determined, the awards shall be based on the individual's target award percentage and actual salary on the date of Change in Control.

o Pro rata award payments will be made for the current fiscal year based on the individual's target award percentage, actual salary on the date of Change in Control, and the number of completed months, as of the effective date of the Change in Control.

o Awards will be paid in cash as soon as administratively practicable following the effective date of the Change in Control but in no event more than 30 days following a Change in Control.

o These provisions may not be modified or terminated following a Change in Control.

NONTRANSFERABILITY

Rights under the PE=R may not be sold, transferred, pledged, assigned, or otherwise alternated or hypothecated.

RESERVATION AND RETAINMENT OF COMPANY RIGHTS

o All awards (other than those upon a Change in Control) are at the discretion of the Compensation Committee.

o The selection of any employee for participation in PE=R will not give that participant any right to be retained in the employ of the Company.

o The right and power of the Company to terminate the employment of any participant is specifically reserved.

o A participant in PE=R will not have any right to or interest in any awards unless and until all terms, conditions, and provisions of PE=R that affect that person have been fulfilled as specified herein.

o No employee will at any time have a right to be selected for participation in PE=R for any fiscal year, despite having been selected for participation in a previous fiscal year.

GOVERNANCE

The Board of Directors or the Compensation Committee (with the assistance of the Chief Executive Officer of the Company) is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the PE=R, all of which will be binding upon the participant.

AMENDMENT, MODIFICATION, AND TERMINATION

The Board of Directors or the Compensation Committee may amend, modify, or terminate PE=R.

MISCELLANEOUS PROVISIONS

o The Company will have the right to require participants to remit to the Company an amount sufficient to satisfy federal, state, and local withholding tax requirements, or to deduct from any or all payments under the PE=R amounts sufficient to satisfy all withholding tax requirements.

o All obligations of the Company under the PE=R with respect to payout of awards, and the corresponding rights granted thereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other acquisition of all or substantially all of the business and/or assets of the Company.

o In the event that any provision of the PE=R will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the plan, and the PE=R will be construed and enforced as if the illegal or invalid provision had not been included.

o No participant will have any interest whatsoever in any specific asset of the Company. To the extent that any person acquires a right to receive payments under the PE=R, such right will be no greater than the right of any unsecured general creditor of the Company.

o To the extent not preempted by federal law, the PE=R, and all agreements hereunder, will be construed in accordance with and governed by the laws of the state of Illinois without giving effect to the principles of conflicts of laws.

Exhibit 10.7 to Motorola, Inc.'s Form 10-K for the year ended December 31, 2000

MOTOROLA ELECTED OFFICERS SUPPLEMENTARY RETIREMENT PLAN
AS AMENDED May 1, 2000

Motorola, Inc. (the "Company") heretofore established the Elected Officers Supplementary Retirement Plan (the "Plan"). Effective November 9, 1988, the Board of Directors of the Company approved extensive amendments to the Plan. This document sets forth the Plan as amended on November 9, 1988 and includes all additional amendments through May 1, 2000. The Plan and the Trust created to fund the Company's obligations under the Plan are not intended to be qualified under Sections 401(a) and 501(a) of the Internal Revenue Code.

Section 1. Definitions. Where the following words and phrases appear in this Plan, they shall have the respective meanings set forth below, unless the context clearly indicates to the contrary:

1.1 ACTUARIAL (OR ACTUARIALLY) EQUIVALENT: Equality in value of the aggregate amounts expected to be received under different forms of payment, and except as provided below, based on the actuarial assumptions, tables and interest rates which are adopted by the Committee from time to time for this purpose and are set forth in Appendix A hereto.

1.2 AFFILIATED EMPLOYER: Any corporation which is a member of a controlled group of corporations (as defined in Section 414 (b) of the Internal Revenue Code) which includes the Company.

1.3 ANNUITY STARTING DATE: As defined in Section 8.1 hereof.

1.4 AVERAGE MEIP AWARD: As defined in Section 6 hereof.

1.5 BOARD OF DIRECTORS: The Board of Directors of the Company, and shall also mean any committee of the Board of Directors which has been delegated authority to exercise the powers and authority of the Board of Directors with respect to the Plan.

1.6 CHANGE IN CONTROL: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13-d3 under the Exchange Act), directly or indirectly, of securities

of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities (other than the Company, any employee benefit plan of the Company, any "person" who is a natural person and who was shown as the "beneficial owner", directly or indirectly, of securities of the Company representing more than 5% of the combined voting power of the Company's securities in the Company's Proxy Statement dated earlier than, but closest to, the Effective Date; and, for purposes of the Plan, no change in control shall be deemed to have occurred as a result of the "beneficial ownership," or changes therein, of the Company's securities by any of the foregoing), (B) there shall be consummated (i) any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a merger of the Company, in which the holders of the Company's Common Stock immediately prior to the merger have (directly or indirectly) at least an 80% ownership interest in the outstanding Common Stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, (C) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (D) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock accumulation (a "Control Transaction"), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board.

1.7 COMMITTEE: The persons appointed pursuant to Section 12 to assist the Company in the administration of the Plan in accordance with said Section.

1.8 COMPANY: Motorola, Inc., a corporation organized and existing under the laws of the State of Delaware or its successor or successors.

1.9 DISABILITY; DISABLED: The Committee shall determine, in its reasonable discretion, whether any Participant has a Disability or is Disabled.

1.10 EARLY RETIREMENT DATE: The first day of the calendar month coincident with or immediately following the Participant's 60th birthday.

1.11 EARLY RETIREMENT AGE: The Participant's 60th birthday.

1.12 EFFECTIVE DATE: November 9, 1988, the date on which the provisions of this Plan as amended on November 9, 1988 become effective.

1.13 ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time.

1.14 ERISA EXCESS FORMULA: As defined in Section 6 hereof.

1.15 HOUR OF SERVICE:

(a) each hour for which an employee is paid, or entitled to payment, for the performance of duties for the Company. These hours will be credited to the employee for the computation period in which the duties are performed;

(b) each hour for which an employee is paid, or entitled to payment, by the Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service will be credited under this paragraph for a single computation period (whether or not the period of time during which no duties are performed occurs in a single computation period). Hours under this paragraph will be calculated and credited pursuant to section 2530.200b-2 of the Department of Labor Regulations which are incorporated herein by this reference; and

(c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company. The same Hours of Service will not be credited both under paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (c). These hours will be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement, or payment is made. Solely for purposes of determining whether a One Year Break in Service for vesting purposes has occurred in a computation period, an employee who is absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such employee but for such absence, or in any case in which such hours cannot be determined, 8 hours of service per day of such absence. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the employee, (2) by reason of a birth of a child of the employee, (3) by reason of the placement of a child with the employee in connection with the adoption of such child by such employee, or (4) for purposes of caring for such child

for a period beginning immediately following such birth or placement. The Hours of Service credited under this paragraph shall be credited
(1) in the computation period in which the absence begins if the crediting is necessary to prevent a One Year Break in Service in that period, or (2) in all other cases, in the following computation period. The total Hours of Service Required to be credited for maternity or paternity reasons shall not exceed 501 hours. As used in this definition, the term Company includes all Affiliated Employers.

1.16 NORMAL FORMULA: As defined in Section 6 hereof.

1.17 NORMAL RETIREMENT AGE: The Participant's 65th birthday.

1.18 NORMAL RETIREMENT DATE: A Participant's Normal Retirement Date is the first day of the calendar month coincident with or immediately following the Participant's 65th birthday.

1.19 OFFICER: An officer of the Company elected by the Board of Directors.

1.20 ONE YEAR BREAK IN SERVICE: An employee shall incur a One Year Break in Service if in any computation period, as described in the definition of a Year of Service, he does not complete more than five hundred (500) Hours of Service. In the case of an employee who is absent from work for maternity or paternity reasons, as described in Section 1.15, Hours of Service shall be credited to such employee in accordance with Section 1.15.

1.21 PBGC: Pension Benefit Guaranty Corporation, a body corporate within the Department of Labor established under the provisions of Title IV of ERISA.

1.22 PARTICIPANT: An Officer participating in the Plan in accordance with the provisions of Section 3.

1.23 PENSION PLAN: The Motorola, Inc. Pension Plan.

1.24 PLAN: Motorola Elected Officers Supplementary Retirement Plan, the plan set forth herein, as amended from time to time.

1.25 PLAN YEAR: The 12-month period commencing on January 1 and ending on December 31.

1.26 QUALIFIED JOINT AND SURVIVOR ANNUITY: As defined in Section 8.1 hereof.

1.27 QUALIFIED PRE-RETIREMENT ANNUITY: As defined in Section 8.2 hereof.

1.28 RETIREMENT BENEFIT: As defined in Section 6 hereof.

1.29 SALARY: The amount paid to an Officer by the Company as annual basic compensation, excluding awards under the Motorola Executive Incentive Plan and Long Range Incentive Program, moving expense reimbursements, the imputed fair market value of a Company provided automobile or excess group-term life insurance coverage and similar imputed income items.

1.30 SCRP: The Motorola Supplementary Contributory Retirement Plan.

1.31 SERVICE CREDIT: As defined in Section 6 hereof.

1.32 SUBSIDIARY: Any corporation more than fifty percent (50%) of the outstanding voting stock of which (other than directors' qualifying shares) is at the time directly or indirectly owned by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries.

1.33 SURVIVOR ANNUITY STARTING DATE: As defined in Section 8.2 hereof.

1.34 TRUST: Any trust established for receiving, holding, investing and disposing of the Trust Fund and for implementing and carrying out the provisions of the Plan.

1.35 TRUSTEE: The person or entity named as trustee herein or in any separate Trust forming part of this Plan, and any successors.

1.36 TRUST AGREEMENT: As defined in Section 14.1 hereof.

1.37 TRUST FUND: The Plan assets held by the Trustee under the Trust.

1.38 YEAR OF SERVICE: A twelve (12) consecutive month period (computation period) during which period the employee has completed at least one thousand (1,000) Hours of Service. The computation period of an employee shall begin with the date he commences employment with the Company and additional computation periods shall begin on each succeeding anniversary of the date the employee commences employment with the Company. In the event an employee's employment with the Company is terminated and such employee has a One Year Break in Service following the termination of his employment, and if such employee is later reemployed by the Company, the computation period shall begin with the date such employee is reemployed by the Company, and additional computation periods shall begin on each succeeding anniversary of the date the employee was reemployed by the Company. All Years of Service (both pre-break and post-break) will be counted for vesting purposes and for calculating the

Retirement Benefit under the Normal Formula. Years of Service with any Affiliated Employer shall be counted as Years of Service with the Company.

Section 2. Construction. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary. The words "hereof," "herein," "hereunder," and other similar compounds of the word "here" shall mean and refer to the entire Plan, not to any particular provision or Section. Section headings are included for convenience of reference and are not intended to add to, or subtract from, the terms of the Plan.

Section 3. Participation. Each Officer who is age 55 or older on the Effective Date shall become a Participant in the Plan, as amended, on the Effective Date. After the Effective Date, an Officer shall become a Participant in the Plan upon the earlier of (i) his designation as a Participant by the Committee at any age under age 55, (ii) attaining age 55, (iii) his election as an Officer if age 55 or older at that time, (iv) a Change in Control or (v) his Disability; provided, however, that there shall be no new Participants in the Plan after December 31, 1999. A Participant whose right to a Retirement Benefit was not vested on December 31, 1999, shall no longer participate in the Plan upon the Participant's acceptance of the offer to exchange his or her's interest in the Plan for other consideration from Motorola.

Section 4. Vesting. A Participant's right to a Retirement Benefit shall be vested and nonforfeitable as follows:

(a) For a Participant who has not attained age 60, when he has completed at least five Years of Service;

(b) For a Participant who is age 60 or older but who has not attained age 65, when he has completed at least two Years of Service;

(c) Upon attainment of age 65 (Normal Retirement Age) regardless of his Years of Service;

(d) Upon a Change in Control of the Company regardless of the Participant's age or number of Years of Service;

(e) At the time he becomes Disabled regardless of the Participant's age or number of Years of Service.

Section 5. Eligibility for Retirement Benefits. To be eligible for a Retirement Benefit under the Plan, a Participant must also be a participant in the Pension Plan if eligible for participation, or the pension plan of a Subsidiary if the Subsidiary has a pension plan and the Participant is eligible to participate in it, and he must meet the other eligibility

requirements stated herein. A Participant who is vested and who retires on or after age 60 shall be eligible to receive an unreduced Retirement Benefit upon retirement. A Participant who retires at any age because of Disability shall be eligible to receive an unreduced Retirement Benefit upon retirement. A Participant whose employment with the Company terminates at any age because of a Change in Control shall be eligible to receive an unreduced Retirement Benefit upon retirement at or after age 55. A Participant who is vested and ceases to be an Officer or ceases to be employed by the Company for any reason (other than Disability or a Change in Control) before he has attained age 57 shall be eligible to receive a deferred unreduced Retirement Benefit upon retirement at or after age 60 or, subject to the condition stated hereinbelow, a deferred Actuarially reduced Retirement Benefit determined as provided in this Section 5 upon retirement at or after age 57. A Participant who is vested and who retires at or after age 57 but prior to age 60 shall, subject to the condition stated hereinbelow, be eligible to receive an Actuarially reduced Retirement Benefit upon retirement determined as follows:

(a) With respect to the lump sum payment option, the lump sum amount to be paid to the Participant will be equal to the cost to purchase (from an insurance company selected by the Company) a deferred annuity for the Participant at retirement which would provide the full Retirement Benefit with payments commencing at age 60.

(b) With respect to the lifetime income payments option, such payments will be determined by the amount of lifetime income which could be provided by purchasing an annuity with the lump sum amount determined in (a) above. The other optional forms of payment under the Plan will also be available to the Participant on an actuarially reduced basis.

Notwithstanding the foregoing, as a condition to the availability of a Retirement Benefit at or after age 57 but prior to age 60, the Participant shall enter into an agreement not to compete with the Company.

Section 6. Determination of Amount of Retirement Benefit. A benefit for each Participant shall be calculated under the Normal Formula. A benefit for each Participant who participates in the Pension Plan shall also be calculated under the ERISA Excess Formula. The formula which produces the greater benefit will be the applicable formula for Participants who participate in the Pension Plan. The benefit so calculated for each Participant, whether determined under the Normal Formula or the ERISA Excess Formula, shall be reduced by the amount (computed on a life annuity basis) payable to such Participant under the Pension Plan (but not including SCRP payments), the pension plan of any Subsidiary, the Company's Long Term Disability Plan, and the disability plan of any Subsidiary, whichever plan or plans is or are at the time applicable to such Participant. The result so

obtained shall be the Participant's "Retirement Benefit", provided, however, that the Retirement Benefit payable annually to any Participant shall not exceed seventy percent (70%) of his Salary as of the date immediately prior to retirement.

Normal Formula. The monthly benefit under the Normal Formula expressed as lifetime income shall be calculated as follows: One-Twelfth (1/12) times the sum of (i) Salary as of the date immediately prior to retirement (or as of such earlier date as may be mutually agreed upon by the Company and the Officer affected) or in the case of a deferred vested Retirement Benefit, as of the date of the Participant's termination of employment plus (ii) the five year Average MEIP Award paid to the Officer under the Motorola Executive Incentive Plan times forty percent (40%) plus an additional percentage ("Service Credit") equal to one-fourth (1/4) of one percent (1%) for each Year of Service of the Officer in excess of ten (10) Years of Service, subject to the following maximums:

 Age At                              Age At
Retirement           Maximum        Retirement         Maximum
----------           -------        ----------         -------
    55                42.50%            61              44.00%
    56                42.75%            62              44.25%
    57                43.00%            63              44.50%
    58                43.25%            64              44.75%
    59                43.50%            65 & over       45.00%
    60                43.75%

If the Service Credit determined as above is less than the Early Service Credit calculated under the Plan as it existed prior to the Effective Date for any Participant, the Early Service Credit shall be used for such Participant in lieu of the Service Credit determined as above.

"Average MEIP Award" shall mean and shall be calculated as follows:

(i) For each of the eight full calendar years prior to retirement, each year's MEIP award is calculated as a percentage of that year's actual earnings from Salary.

(ii) The five calendar years which produce the highest percentages are then determined.

(iii) The average of the percentages for those five years is then determined.

(iv) The average of the percentages so determined is then applied to the Officer's Salary at retirement (or at such earlier date as may be mutually agreed upon by the Company and the Officer affected) to determine the Average MEIP Award amount for purposes of this Plan.

Following is an example of the calculation:

                     Actual                                                  MEIP Award as %
                  Earnings from                        MEIP                of Actual Earnings
Year                 Salary                            Award                  from Salary
----              -------------                      --------              -------------------
 1                $  190,000                         $57,000                    30.0%*
 2                   180,000                          36,000                    20.0%*
 3                   170,000                          30,600                    18.0%*
 4                   160,000                          20,800                    13.0%
 5                   150,000                          48,000                    32.0%*
 6                   140,000                           -0-                         0
 7                   130,000                          28,600                    22.0%*
 8                   110,000                          17,600                    16.0%

* Average MEIP rate for five years which                                        24.4%
  produces the highest percentage

Final Salary = $200,000

Average MEIP Award (24.4% of $200,000 final Salary) = $48,800

Payments made under the Long Range Incentive Program shall not be taken into account in determining the Average MEIP Award.

ERISA Excess Formula. The monthly benefit under the ERISA Excess Formula expressed as lifetime income shall be calculated in the same manner as the Normal Retirement Benefit is calculated under Section 6.1(b) of the Pension Plan. The benefit calculated under this formula shall not be subject to the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code.

Notwithstanding the method prescribed above for calculating Average MEIP Award, if, under extraordinary circumstances which are in the interest of the Company, as determined by the Company (acting through the Board of Directors or any committee thereof to whom authority has been delegated) in its sole discretion, an Officer extends his or her employment beyond his or her planned retirement date at the request of the Company, the Company may, with the consent of the Officer affected, calculate the Officer's Average MEIP Award by using the MEIP awards for the calendar years that would have been used if the Officer had retired on the date originally planned.

Section 7. Payment of Retirement Benefits. A Participant's Retirement Benefit shall be paid in monthly installments commencing as follows: (i) in the case of a vested Participant who retires prior to or on or after his Early Retirement Age, on the first day of the month coinciding with or immediately following the date of his retirement, (ii) in the case of a Participant who retires before his Early Retirement Age because of Disability, on the first day of the month coinciding with or

immediately following the date of Disability, and (iii) in the case of a Participant who has a deferred vested Retirement Benefit, on the first day of the month selected by the Participant after he has attained his Early Retirement Age, or if a Change in Control has occurred, after he has attained age 55 rather than his Early Retirement Age. Such payments shall continue on the first day of each succeeding month until the benefit terminates as provided in the Plan for the type of benefit being paid to the Participant. Unless the Participant elects otherwise, in writing, payment of benefits under the Plan will begin not later than the 60th day after the latest of the close of the Plan Year in which:

(1) the Participant attains Normal Retirement Age;

(2) occurs the 10th anniversary of the year in which the Participant commenced participation in the Plan; or

(3) the Participant terminates his service with the Company.

7.1 FACILITY OF PAYMENT: If, in the Committee's judgment, any person to whom benefits are payable hereunder is under a legal disability or unable to care for his affairs because of illness, accident, or other incapacity, any payment due (unless prior claim therefor shall have been made by a duly qualified guardian, committee, or other legal representative) may be paid to his spouse, parent, brother or sister, or any other person as the Committee may determine. Any such payment shall be a payment for the account of such person and shall, to the extent thereof, be a complete discharge of any liability under the Plan to such person.

Section 8. Qualified Joint and Survivor Annuity and Qualified Pre-Retirement Survivor Annuity.

8.1 QUALIFIED JOINT AND SURVIVOR ANNUITY.

(a) Unless otherwise elected as provided below, a Participant who is married on the Annuity Starting Date and who does not die before the Annuity Starting Date shall receive the value of his benefit in the form of a Qualified Joint and Survivor Annuity. An unmarried Participant shall receive the value of his benefit in the form of a life annuity. Such unmarried Participant, however, may elect in writing to waive the life annuity. The election must comply with the provisions of this Section as if it were an election to waive the joint and survivor annuity by a married Participant, but without the spousal consent requirement. The joint and survivor annuity and the life annuity form of distribution shall be the Actuarial Equivalent of the benefits due the Participant.

(b) Any election to waive the Qualified Joint and Survivor Annuity must be made by the Participant in writing during the election period, must be consented to in writing by the Participant's spouse and must indicate that the Participant alone is to receive the benefit or designate a specific beneficiary or beneficiaries, including any class of beneficiaries or a contingent beneficiary and a form of benefit payment which may not be changed (except back to a Qualified Joint and Survivor Annuity) without spousal consent, unless the consent of the spouse expressly permits designations by the Participant without any requirement of further consent by the spouse. Such spouse's consent shall be irrevocable and must acknowledge the effect of such election and be witnessed by a Plan representative or a notary public. A consent that permits designations by the Participant without any requirement of further consent by such spouse must acknowledge that the spouse has the right to limit consent to a specific beneficiary and a specific form of benefit, where applicable and that the spouse voluntarily elects to relinquish either or both of such rights. Such consent shall not be required if it is established to the satisfaction of the Committee that the required consent cannot be obtained because there is no spouse, the spouse cannot be located, or other circumstances that may be prescribed by Treasury regulations. The election made by the Participant and consented to by his spouse may be revoked by the Participant in writing without the consent of the spouse at any time during the election period. The number of revocations shall not be limited. Any new election must comply with the requirements of this paragraph. A former spouse's waiver shall not be binding on a new spouse.

(c) The election period to waive the joint and survivor annuity and to revoke an election shall be the ninety (90) day period ending on the Annuity Starting Date.

(d) "Annuity Starting Date" means the first day of the first period for which an amount is paid as an annuity, or, in the case of a Retirement Benefit not payable in the form of an annuity, the first day on which all events have occurred which entitles the Participant to such Retirement Benefit.

(e) "Qualified Joint and Survivor Annuity" means a reduced annuity for the life of the Participant with a survivor annuity for the life of the spouse which is either 50 percent (50%), 75 percent (75%) or 100 percent (100%) (as selected by the Participant, and if no selection is made, it will be 50%) of the amount of the annuity which is payable during the joint lives of the Participant and the spouse and which is the Actuarial Equivalent of the normal form of benefit.

(f) With regard to the election, the Committee shall provide the Participant no less than thirty (30) days and no more than ninety (90) days prior to the Annuity Starting Date (and consistent with Treasury regulations), a written explanation of:

(i) the terms and conditions of the Qualified Joint and Survivor Annuity,

(ii) the Participant's right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity,

(iii) the right of the Participant's spouse to consent to any election to waive the Qualified Joint and Survivor Annuity,

(iv) the right of the Participant to revoke such election, and the effect of such revocation, and

(v) the relative values of the various optional forms of benefit under the Plan.

(g) The distribution of a benefit in the form of a Qualified Joint and Survivor Annuity shall not require the consent of the Participant's spouse if such distribution commences prior to the later of his Normal Retirement Age or age 62.

8.2 QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. In the case of a vested Participant who dies before the Annuity Starting Date, whether or not separated from service with the Company at the time of death, and who has a surviving spouse, a Qualified Pre-Retirement Survivor Annuity shall be paid to the surviving spouse of such Participant. This form of benefit may not be waived nor may another beneficiary be selected. Under this form of benefit, the Participant's surviving spouse will receive a lifetime annuity payable in monthly installments equal to fifty percent (50%) of the Retirement Benefit calculated for the deceased Participant as of the date immediately prior to his death. For purposes of this Section 8.2, a surviving spouse will begin to receive payments on the fist day of the month immediately following the date of the Participant's death unless such surviving spouse elects a later date. A surviving spouse's benefit will be paid in a lump sum upon such spouse's written request made prior to the date benefit payments begin. The date on which a surviving spouse begins to receive payments as an annuity or receive a lump sum payment under this Section 8.2 shall be referred to as the "Survivor Annuity Starting Date".

8.3 NON-QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. In addition to the Qualified Pre-Retirement Survivor Annuity provided for in Section 8.2 hereof, in the case of a vested

Participant who dies before his of her Annuity Starting Date, whether or not separated from service with the Company at the time of death, and who has a surviving spouse, a Non-Qualified Pre-Retirement Survivor Annuity shall be paid to the surviving spouse of such Participant. This form of benefit may not be waived nor may another beneficiary be selected. Under this form of benefit, the Participant's surviving spouse will receive a lifetime annuity payable in monthly installments equal to fifty percent (50%) of the Retirement Benefit calculated for the deceased Participant as of the date immediately prior to his of her death. For purposes of this Section 8.3, a surviving spouse will begin to receive payments on the first day of the month immediately following the date of the Participant's death unless such surviving spouse elects a later date. A surviving spouse's benefit will be paid in a lump sum upon such spouse's written request made prior to the date benefit payments begin. The date on which a surviving spouse begins to receive payments as an annuity or receive a lump sum payment under this Section 8.3 shall be referred to as the "Survivor Annuity Starting Date."

Section 9. Optional Methods of Payment. If a married Participant has duly waived the Qualified Joint and Survivor Annuity form of benefit or if an unmarried Participant has duly waived the life annuity form of benefit in accordance with the requirements of Section 8.1, upon the written request of such a Participant filed with the Committee before the Annuity Starting Date in accordance with the rules governing such requests, the Committee shall provide for him an optional form of Retirement Benefit, in one of the forms set forth below, which shall be the Actuarial Equivalent of the Retirement Benefit to which he would be otherwise entitled hereunder except that no optional form shall be granted which would reduce the value of the Participant's Retirement Benefit payable to him personally by more than fifty percent (50%):

(i) a lump sum payment;

(ii) in the case of a married Participant, in the form of a life annuity; or

(iii) a life-ten years certain form as set forth in Section 6.7 (b) of the Pension Plan.

Section 10. Limitations on Benefits. All rights and benefits, including elections, provided to a Participant in the Plan shall be subject to the rights afforded to any alternate payee under a qualified domestic relations order as those terms are defined in Section 206 (d) of ERISA.

Section 11. Nonalienation of Benefits. No benefit which shall be payable out of the Trust Fund to any person (including a Participant or his beneficiary), or any other amount or asset set aside or purchased under Section 13 to fund a Participant's Retirement Benefit, shall be subject in any manner to

anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law. This provision shall also apply to the creation, assignment or recognition of a right to a benefit payable with respect to a Participant pursuant to a domestic relations order as defined in Section 206(d) of ERISA unless such order is determined to be a qualified domestic relations order as defined in Section 206(d) of ERISA; provided, however, a domestic relations order entered prior to January 1, 1985 may, in the discretion of the Officers Plan Committee or its delegate, be treated as a Qualified Domestic Relations Order, even though the order does not satisfy the requirement of Section 206(d) of ERISA. The Committee shall establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders.

Section 12. Administration.

12.1 OFFICERS PLAN COMMITTEE: The Board of Directors shall appoint a committee to be known as the Officers Plan Committee to administer the Plan. The Committee shall be the Named Fiduciary for purposes of Section 402(a) of the Act. The Committee shall consist of one or more persons appointed by the Board of Directors, and each member shall serve until his resignation or removal or until his successor is appointed. Each member may, but need not, be a director, officer or employee of the Company. A member of the Committee may resign by delivering his written resignation to the Board of Directors. Any member of the Committee may be removed, with or without cause, by the Board of Directors.

12.2 POWERS AND DUTIES OF THE COMMITTEE: The Committee shall carry out the duties assigned to it under the Plan and shall administer the Plan in accordance with its terms. The Committee shall have all powers as may be necessary to carry out its duties under the Plan, including, but not by way of limitation, the following: to construe and interpret the provisions of the Plan; to decide any disputes which may arise under the Plan; to decide all questions that shall arise under the Plan, including questions as to the eligibility to become Participants, and the amount, manner and time of payment of any benefits under the Plan; to decide questions submitted by the Trustee on all matters necessary for it to properly discharge its duties, powers and obligations; to employ or appoint legal counsel, accountants, actuaries, consultants or any person to

assist in the administration of the Plan and any other agents it deems advisable. The Committee shall also have the power to allocate and delegate fiduciary responsibilities. The Committee shall have the power and authority to direct the investment of the Trust Fund, and in connection with such power, may delegate in writing authority to manage assets of the Trust Fund to one or more investment managers. The Committee may adopt from time to time written investment policies and guidelines which shall govern the manner in which the assets of the Trust Fund are to be invested, which policies and guidelines shall be followed by the investment managers. With respect to Retirement Benefits funded under Section 13.1(b) or (c) hereof, the Committee shall have the discretion to appoint such agents as are necessary to act on its behalf and shall have the authority to direct the investment of amount held to fund such Retirement Benefits.

12.3 MEETINGS OF THE COMMITTEE: The Committee shall act by a majority of its members at the time in office, and such action may be taken either by a vote at a meeting or in writing without a meeting. The Committee may authorize any person or persons, who may but need not be a member or members of the Committee, to execute any document or documents on behalf of the Committee, in which event the Committee shall notify the Trustee in writing of such action and the name or names of such person or persons so designated. The Trustee thereafter may accept and rely upon any document executed by such person or persons as representing action by the Committee until the Committee shall file with the Trustee a written revocation of such designation.

12.4 ADOPTION OF RULES BY THE COMMITTEE: The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions of the Committee shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or beneficiary, the Company, the legal counsel of the Company, or the Trustee.

12.5 INSTRUCTIONS TO TRUSTEE: The Committee shall advise the Trustee in writing with respect to all benefits which become payable under the terms of the Plan and shall direct the Trustee to pay such benefits from the Trust Fund.

12.6 REPORTS AND RECORDS: The Committee shall keep a record of all its proceedings and acts and shall keep all such books of account, records, and other data as may be necessary for the proper administration of the Plan. The Committee shall file or cause to be filed all such annual reports, financial and other statements as may be required by any federal or state statute, agency or authority within the time prescribed by the law or regulations for filing said documents. The Committee shall furnish such reports, statements and other documents to Participants and Beneficiaries of the Plan as may be required by

any federal or state statute or regulation within the time prescribed for furnishing such documents.

12.7 INSPECTION OF RECORDS OF THE COMMITTEE: The Committee's records and books of account shall be open to inspection at all reasonable times by the Company or the Board of Directors, or both, or any person designated from time to time by the Company or Board of Directors.

12.8 INDEMNIFICATION: The Company shall indemnify each member of the Committee, and the directors, officers and employees of the Company involved in the operation and administration of the Plan against any and all claims, losses, damages, expenses and liabilities arising from any action or failure to act, except when the same is determined by the Board of Directors to be due to gross negligence or willful misconduct of such member.

12.9 CLAIMS PROCEDURE: The Committee shall make all determinations as to the right of any person to a benefit. Any denial by the Committee of the claim for benefits under the Plan by a Participant or beneficiary shall be stated in writing by the Committee and delivered or mailed to the Participant or beneficiary. Such notice shall set forth the specific reasons for the denial, written in a manner that may be understood without legal or actuarial counsel. In addition, the Committee shall afford a reasonable opportunity to any Participant or beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.

Section 13. Funding of Retirement Benefits.

13.1 DISCRETION OF COMMITTEE ON FORM OF FUNDING: The Plan is intended to be a funded plan for purposes of ERISA, and is intended to be a permanent as distinguished from a temporary program. Provided that the minimum funding standards of ERISA are met, the Committee shall have the discretion to fund the payment of each Participant's vested Retirement Benefit through one or more of the following:

(a) making contributions on such Participant's behalf to the Trust;

(b) purchasing a commercial annuity contract or contracts and, to the extent the Committee deems advisable, transferring the annuity contract or contracts to such Participant; or

(c) implementing any other funding method which the Committee, in its sole discretion, shall consider appropriate.

The Committee's decision to use one method for funding one Participant's Retirement Benefit shall not in any way limit the Committee's discretion to use any other method for funding another Participant's Retirement Benefit. Similarly, the Committee's decision to use one method for funding a portion of a particular Participant's Retirement Benefit shall not limit the Committee's discretion with respect to the funding of the remainder of such Participant's Retirement Benefit. Moreover, the Committee shall have the discretion to change, to the extent practicable, the method for funding any Participant's Retirement Benefit. If at any time a Participant's Retirement Benefit is funded through one or more methods which do not require the use of the Trust, all references herein to the Trust, the Trust Fund and the Trustee shall, with respect to such Participant, be disregarded.

13.2 EARLY DISTRIBUTION: Under Section 13.1, the Committee may select a method of funding that provides for distributions to be made to a Participant or beneficiary before the Annuity Starting Date or the Survivor Annuity Starting Date, as the case may be; provided, however, that to the extent ERISA requires the consent of the Participant, his spouse, a beneficiary, or any combination thereof, to any such distribution, no distribution shall be made unless such consent or consents have been given.

13.3 EMPLOYEE CONTRIBUTIONS: Under Section 13.1, the Committee may select a method of funding that permits Participants to make contributions to fund Retirement Benefits.

13.4 PAYMENTS FOR TAXES: To the extent that the Committee's funding of a Participant's Retirement Benefit pursuant to Section 13.1 results in adverse foreign (non-United States), federal, state or local tax consequences to such Participant which would not have resulted if such Participant's Retirement Benefit had not been funded, the Committee may, in its discretion, authorize the payment to such Participant, either by the Company or out of the Trust Fund, of an amount sufficient to indemnify such Participant against some or all of such adverse tax consequences.

13.5 OVERFUNDING OF BENEFITS: The funding of Retirement Benefits under
Section 13.1 is intended solely to allow the Committee to establish a fund from which the Company's liability to pay Retirement Benefits to Participants may be satisfied, and not to increase in any way the Retirement Benefit to which a Participant is entitled. Accordingly, to the extent the Committee funds a Participant's Retirement Benefit pursuant to Section 13.1 based on certain assumptions, but the actual payments resulting from such funding would exceed such Participant's Retirement Benefit as determined under Section 6, the Committee may, in its discretion, reallocate the excess among other Participants who are presently covered by the Plan or who may be so covered in the future. The Company shall have no right, title or interest in or to amounts or assets used to fund

Retirement Benefits, and no part of any such amounts or assets shall revert to the Company except that any amounts or assets remaining, because of overpayments, after satisfaction of all liabilities of the Plan with regard to Participants may revert to the Company. Any amounts or assets contributed to fund Retirement Benefits under a mistake of fact shall be returned to the Company, to the extent practicable, upon request within one (1) year after such funding.

13.6 UNDERFUNDED BENEFITS: The Committee's funding of some or all of a Participant's Retirement Benefit under Section 13.1 shall not reduce the Company's liability to provide to a Participant the Retirement Benefit to which he is entitled under Section 6; provided, however, that if as a result of the funding method adopted by the Committee any Participant or his beneficiary (i) receives any distribution of cash from the Trust or any other entity prior to the Annuity Starting Date or the Survivor Annuity Starting Date, as the case may be, and (ii) fails to recontribute the after-tax amount of such distribution (as defined in the following sentence) in order to fund a portion of such Participant's Retirement Benefit, then the Committee may reduce such Participant's Retirement Benefit by the sum of such after-tax amounts not recontributed and the investment income the Trust would have earned thereon. For purposes of this Section 13.6, the after-tax amount of a distribution shall be the amount of such distribution reduced by the amount of any federal, state and local taxes incurred by the Participant because of such distribution; provided, however, that no such reduction will be made to the extent that the Participant receives a payment from the Company indemnifying him for such taxes.

Section 14. Trust Fund.

14.1 TRUST AGREEMENT: As a part of the Plan, the Company may enter into a Trust Agreement under which the Trustee would receive contributions of the Company to the Trust Fund. The provisions of and benefits under the Plan are subject to the terms and provisions of such Trust Agreement.

14.2 CONTRIBUTIONS TO THE TRUST FUND: Subject to Section 13.4 hereof, no contribution shall be required from any Participant. An individual account will be established in the Trust Fund for each Participant whose Retirement Benefit is funded, in whole or in part, through the Trust.

Section 15. Benefits of Retired Officers and Spouses of Deceased Officers.

15.1 FUNDING OF BENEFITS: The benefits payable to Officers who retired prior to the Effective Date shall continue to be paid by the Company under the Plan provisions as they existed prior to the Effective Date; provided, however, that on or before December 31, 1988, the Retirement Benefit of each

retired Officer shall be funded through the Trust; and, provided further, that effective January 1, 1989, the Retirement Benefit of each retired Officer will be recalculated under the formulas set forth in Section 6 of the Plan. Each retired Officer will be given the right to elect, within a time period to be set by the Committee, payment of the recalculated Retirement Benefit in a lump sum or in the form of a Qualified Joint and Survivor Annuity or one of the optional methods of payment specified in Section 9 of the Plan. If a retired Officer elects to receive payment other than in a lump sum, the Committee will direct the Trustee to purchase an annuity contract from the Trust Fund to fund the benefit. The benefit currently being paid to a spouse of a deceased Officer shall remain the same except that (i) on or before December 31, 1988 the benefit payable to each such spouse shall be funded through the Trust and (ii) each such spouse shall, within a reasonable time period to be set by the Committee, be allowed to elect to receive a lump sum payment from the Trust or to continue to receive installment payments. If a surviving spouse elects to continue to receive installment payments, the Committee will direct the Trustee to purchase an annuity contract from the Trust Fund to fund the benefit.

15.2 UNDERFUNDING OF BENEFITS: The Committee's funding of some or all of a retired Officer's or surviving spouse's benefit under Section 15.1 shall not reduce the Company's liability to provide such retired Officer or surviving spouse with the benefit to which he otherwise is entitled.

15.3 PAYMENT FOR TAXES: To the extent the funding of a retired Officer's or surviving spouse's benefit (either through the funding of the Trust or the purchase of an annuity) results in adverse federal, state, or local tax consequences to such retired Officer or surviving spouse which would not have resulted if such retired Officer's or surviving spouse's benefit had not been funded, the Committee may, in its discretion, authorize the payment to such retired Officer or surviving spouse, either by the Company or out of the Trust Fund, of an amount sufficient to indemnify such retired Officer or surviving spouse against some or all of such adverse tax consequences.

Section 16. Merger or Consolidation of Plan; Transfer of Assets. In the event of any merger or consolidation of the Plan with another retirement or pension plan, or in the event of any transfer of assets or liabilities from the Plan to another retirement or pension plan, provision shall be made so that each Participant in the Plan on the date thereof (if the Plan then terminated), would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had then terminated).

Section 17. Amendments. The Board of Directors shall have the right at any time to amend the Plan, the Trust Agreement and any other document entered into as a result of a funding method adopted by the Committee under Section 13.1 hereof. However, no such amendment shall authorize or permit any part of the Trust Fund or any other asset purchased or amount set aside to fund Participants' Retirement Benefits (other than such part as is required to pay administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants, either current or future, or their beneficiaries or estates. No such amendment shall cause any reduction in the vested accrued benefit of any Participant. The Company further reserves the right to discontinue or suspend the payment of contributions to any fund held under the Trust Agreement or under any other funding method adopted under
Section 13.1 hereof.

Section 18. Termination. The Board of Directors shall have the right to terminate the Plan at any time. Upon termination the amount credited to the account of each Participant shall become fully vested and shall not thereafter be subject to forfeiture. Upon termination of the Plan, the Company, by written notice to the Trustee, may direct either:

(i) continuation of the Trust and the distribution of benefits at such time and in such manner as though the Plan had not been terminated; or

(ii) complete distribution of the assets in the Trust Fund to the Participants in a manner consistent with the Plan. In such case, the Trustee shall distribute to each Participant in the Plan and to each retired Participant, the amount then credited to his account in the Trust Fund, subject to provision for expenses of administration or liquidation.

The balance, if any, of the assets due to erroneous actuarial computation held by the Trust Fund after such distribution shall be returned to the Company, but only after satisfaction of all liabilities with respect to Participants and Retirement Benefits under the Plan.

Section 19. Miscellaneous.

19.1 NO ENLARGEMENT OF RIGHTS: The Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Officer, or to be consideration for, or an inducement to, or condition of, the employment of any Officer. Nothing contained in the Plan shall be deemed to give any Officer the right to be retained in the employment of the Company or to interfere with the right of the Company to discharge any Officer at any time regardless of the effect which such discharge shall have upon him as a Participant of the Plan. No Officer, prior to his

retirement under conditions of eligibility for retirement benefits or prior to his acquiring vested rights, shall have any right or interest in or to any portion of any funds arising from Company contributions under the Plan, and no person shall have any right to Retirement Benefits, except to the extent provided in the Plan.

19.2 NOTICE OF ADDRESS: Each person entitled to benefits under the Plan must file with the Committee, in writing, his post Office address and each change of post office address. Any communication, statement, or notice addressed to such a person at his latest post office address as filed with the Committee will be binding upon such person for all purposes of the Plan, and neither the Trustee nor the Company shall be obliged to search for or ascertain the whereabouts of any such person.

19.3 DATA: All persons entitled to benefits under the Plan must furnish to the Committee or Trustee such documents, evidence, or information as the Committee or Trustee considers necessary or desirable for the purpose of administering the Plan, or to protect the Committee or Trustee, and it shall be a condition of the Plan that each such person must furnish promptly true and complete data, evidence, or information and sign such documents as the Committee or Trustee may require before any benefits become payable under the Plan. In the event that any data so furnished is found by the Company to be incorrect, any payments thereafter due shall be adjusted on an actuarial basis to correct for any previous overpayments or underpayments, as the case may be. After such adjustment is made, all future payments shall be based on the corrected data.

19.4 GOVERNING LAW: The Plan shall be governed by and construed in accordance with ERISA and the laws of the State of Illinois to the extent not preempted by ERISA.

Exhibit 10.11 to Motorola, Inc.'s Form 10-K for the year ended December 31, 2000

MOTOROLA MANAGEMENT DEFERRED COMPENSATION PLAN
(EFFECTIVE AS OF JANUARY 1, 2001)

1. PLAN NAME AND DEFINITIONS

1.1 Plan Name.

This plan is the Motorola Management Deferred Compensation Plan ("the Plan").

1.2 Definitions.

(a) "Additional Compensation" shall mean bonuses and all other cash compensation designated by the Administrative Committee as Deferrable Compensation.

(b) "Administrative Committee" shall mean the committee appointed by the Compensation Committee of the Board to administer the Plan.

(c) "Base Salary" shall mean a Participant's annual base salary, excluding bonuses, commissions, incentives and all other remunerations for services rendered to Company and prior to reduction for any salary contributions to a plan established pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of the Code.

(d) "Beneficiary" or "Beneficiaries" shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Administrative Committee to receive the benefits specified hereunder in the event of the Participant's death. No beneficiary designation shall become effective until it is filed with the Administrative Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Administrative Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant's spouse shall be valid unless consented to in writing by such spouse. If there is no such designation, or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant's estate (which shall include either the Participant's probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant's estate duly appointed and acting in that capacity within 90 days after the Participant's death (or such extended period as the Administrative Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant's death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Administrative Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead shall be paid (a) to that person's living parent(s) to act as custodian, (b) if that person's parents are then divorced, and one parent is the sole custodial

parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Administrative Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Administrative Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by the Company pursuant to any unrevoked Beneficiary designation or to the Participant's estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of the Company.

(e) "Board of Directors" or "Board" shall mean the Board of Directors of Motorola.

(f) "Board Fees" shall mean any fees paid to a Board member in connection with his service on the Board.

(g) "Change in Control" means a Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act whether or not Motorola is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (a) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Motorola representing 20% or more of the combined voting power of Motorola's then outstanding securities (other than Motorola or any employee benefit plan of Motorola; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the "beneficial ownership," or changes therein, of Motorola's securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola in which Motorola is not the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of Motorola in which the holders of common stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Motorola other than any such transaction with entities in which the holders of Motorola Common Stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola approve any plan or proposal for the liquidation or dissolution of Motorola, or (d) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock accumulation (a "Control Transaction"), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board.

(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(i) "Company" shall mean Motorola, Inc. and any Subsidiary designated by the Administrative Committee.

(j) "Compensation" shall be Base Salary and Additional Compensation.

(k) "Deferral Account" shall mean the bookkeeping account or accounts maintained by the Administrative Committee pursuant to Section 3.1 for each Participant pursuant to Section 3.1 that are credited with amounts equal to
(1) the Participant's Deferred Compensation and (2) earnings and losses under
Section 2.2.

(l) "Deferrable Compensation" shall mean the Compensation and Board Fees designated by the Administrative Committee as eligible to be deferred in any Plan Year pursuant to Section 2.1(a).

(m) "Deferral Form" shall mean the form or forms required to be completed and delivered to the Administrative Committee or its designee for participation in the Plan for a Plan Year.

(n) "Deferred Compensation" shall mean the Compensation or Director Fees actually deferred by a Participant on the Deferral Form for a Plan Year.

(o) "Director" shall mean a member of the Board.

(p) "Disability" shall mean an entitlement to long-term disability benefits under the Motorola Disability Income Plan, as amended, and any successor plans.

(q) "Distributable Amount" shall mean the balance in the Participant's Deferral Account.

(r) "Early Distribution" shall mean an election by Participant in accordance with Section 4.3 to receive a withdrawal of amounts from his or her Deferral Account prior to the time at which such Participant would otherwise be entitled to such amounts.

(s) "Eligible Employee" shall be employees selected by the Administrative Committee or its delegates.

(t) "Fund" or "Funds" shall mean one or more of the investment funds selected by the Administrative Committee.

(u) "Hardship Distribution" shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her Dependent (as defined in Section 152(a) of the Code), loss of a Participant's property due to casualty, or other similar or extraordinary and unforseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any event, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's

assets, to the extent the liquidation of assets would not itself cause a severe financial hardship, or (iii) by cessation of deferrals under this Plan.

(v) "In-Service Withdrawal Date" shall mean the distribution date elected on the Deferral Form by the Participant for withdrawal of Deferred Compensation for a specific Plan Year while still employed or in service of the Company, and earnings and losses attributable thereto.

(w) "Interest Rate" shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund during each month.

(x) "Motorola" shall mean Motorola, Inc., a Delaware corporation.

(y) "Participant" shall mean any Eligible Employee and any member of the Board who becomes a Participant in this Plan by completing the Deferral Form.

(z) "Plan" shall be the Motorola Management Deferred Compensation Plan, as amended.

(aa) "Plan Year" shall be January 1 to December 31.

(bb) "Regular Enrollment Period" shall mean the period designated by the Administrative Committee for enrollment for a Plan Year.

(cc) "Retirement" shall mean a Participant's retirement from Motorola or a Subsidiary at or after age 55.

(dd) "Subsidiary" shall mean an entity of which Motorola owns directly or indirectly at least 50% and which is consolidated for financial reporting purposes.

(ee) "Trust" shall mean the Motorola Management Deferred Compensation Plan Trust.

(ff) "Trustee" shall mean the trustee of the Trust.

(gg) "Withdrawal Date" shall have the meaning set forth in
Section 4.1.

2. DEFERRAL ELECTIONS

2.1 Elections to Defer Compensation.

(a) Deferrals. To the extent authorized by the Administrative Committee, a Participant may elect to defer for a Plan Year the following:

(i) in the case of employees of the Company, taxable Compensation earned in a Plan Year and paid to a Participant by the Company; and

(ii) in the case of Directors, Board Fees paid by the Company and earned in a Plan Year;

provided, however, that a Participant who is an employee of the Company may defer in any calendar year only that portion of the Participant's Deferrable Compensation that exceeds the amount necessary to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Administrative Committee. The Deferral Form will set forth what the Administrative Committee has authorized as Deferrable Compensation.

(b) Election and Duration of Compensation Deferral Election. Each Eligible Employee and Director may elect to defer Deferrable Compensation for a Plan Year in the time period set by the Administrative Committee and all elections are irrevocable for that Plan Year. Each Eligible Employee and Director must complete a new Deferral Form for each Plan Year. All elections to defer must be filed during the Regular Enrollment Period for the applicable Plan Year which election shall be effective on the first day of the next following Plan Year. In the case of an employee who becomes an Eligible Employee or a new Director. After the start of a Regular Enrollment Period, such Eligible Employee or Director shall have 30 days from the date he or she has become an Eligible Employee or Director and has been notified of their participation in the Plan to make an election to defer Deferrable Compensation. Such election shall be for the remainder of the Plan Year.

2.2 Investment Elections.

(a) Each Participant shall designate, on the Deferral Form or other form provided by the Administrative Committee, the Funds in which the Participant's Deferral Account will be deemed to be invested for purposes of determining the amount of earnings or losses to be credited or debited to that Deferral Account. In making the designation, the Participant may specify that all or any multiple of his Deferral Account be deemed to be invested in one or more Funds listed on the Deferral Form in the manner set forth on the Deferral Form. A Participant may change investment designations by filing a new election with the Administrative Committee by a date specified by the Administrative Committee. If a Participant fails to designate a Fund for all or a portion of the Participant's Deferral Account, he or she shall be deemed to have elected the Money Market type of investment fund.

(b) The Administrative Committee may select from time to time, in its sole and absolute discretion, new commercially available investments to replace then existing Funds. Once the Administrative Committee has provided Participants with information on the replacement Funds, a Participant must re-designate his Funds and the Interest Rate for the new Funds will be used in accordance with procedures established by the Administrative Committee at the time of re-designation. If a Participant fails to re-designate a Fund for all or a portion of the Participant's Deferral Account, he or she shall be deemed to have elected the Money Market type of investment fund.

(c) Although the Participant may designate the Funds to be used to determine the amount of earnings or losses with respect to the Participant's Deferral Account, the Administrative Committee shall not be bound to invest any amounts in a Participant's Deferral Account in the designated Funds. The Funds are to be used only for purposes of crediting or debiting the Deferral Account with deemed earning or losses thereon, and such crediting or debiting shall not be considered or construed in any manner as an actual investment in any such fund.

3. DEFERRAL ACCOUNTS AND TRUST FUNDING

3.1 Deferral Accounts.

Each Plan Year, the Administrative Committee shall establish and maintain a separate Deferral Account for each Participant. The Administrative Committee may establish more than one Deferral Account for each Participant for each Plan Year for different types of income deferred. Each Participant's Deferral Account may be further divided into separate subaccounts ("investment fund subaccounts"), each of which corresponds to a Fund elected by the Participant. A Participant's Deferral Account shall be credited as follows:

(a) On the fifth business day after amounts are withheld and deferred from a Participant's Deferrable Compensation, the investment fund subaccounts of the Participant's Deferral Account shall be credited with an amount equal to the portion of Deferred Compensation deferred and deemed to be invested in a certain Fund in accordance with the designation.

(b) Each business day, each investment fund subaccount of a Participant's Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying (i) the sum of the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount by (ii) the Interest Rate for the corresponding Fund pursuant to Section 2.2.

(c) In the event that a Participant elects for any portion of a given Plan Year's Deferred Compensation to have an In-Service Withdrawal Date, all such amounts shall be accounted for in a manner which allows separate accounting for that portion of Deferred Compensation and earnings and losses associated with such Plan Year's Deferred Compensation.

3.2 Trust Funding.

The Company has created a Trust with the Trustee. The Company shall cause the Trust to be funded each year with an amount equal to the amount deferred by each Participant.

Although the principal of the Trust and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and Beneficiaries as set forth therein, neither the Participants nor their Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits and all rights created under this Plan and the Trust shall be unsecured contractual rights of Participants and Beneficiaries against the Company. Any assets held in the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of insolvency as defined in
Section Six of the Trust.

Except as specifically provided in the Trust, the assets of the Plan and Trust shall never inure to the benefit of the Company and the same shall be held for the exclusive purpose of providing benefits to Participants and their Beneficiaries.

4. DISTRIBUTIONS

4.1 Distribution of Deferred Compensation per the Deferral Form Elections. A Participant must elect the timing of the distribution of Distributable Amounts from his Deferral Account on the Deferral Form ("Withdrawal Dates"). If a Participant fails to designate Withdrawal Dates, the Participant will be deemed to have elected the default election established by the Administrative Committee for the applicable Plan Year. Participants may elect an In-Service Withdrawal Date or Withdrawal Dates following Retirement. All distributions will be cash payments. Notwithstanding any elected Withdrawal Dates, Distributable Amounts are subject to Section 4.2 below.

(a) Distribution with an In-Service Withdrawal Date. In the case of a Participant who has elected an In-Service Withdrawal Date (a distribution while still employed or in the service of the Company), such Participant shall receive his Distributable Amount as designated on his Deferral Form; provided that no payment may be made earlier than two years from the last day of the Plan Year for which the deferral was made; provided, further that, if a Participant has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 (or such other amount determined by the Administrative Committee) at the time of the In-Service Withdrawal Date, the distribution will be in the form of a single lump-sum payment.

(b) Distribution with a Withdrawal Date following Retirement. In the case of a Participant who has elected a Withdrawal Date following Retirement, such Participant shall receive his Distributable Amount as designated on his Deferral Form; provided, however, if a Participant has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 (or such other amount determined by the Administrative Committee) during the next calendar quarter following written notice to the Administrative Committee of the Participant's termination.

(c) Revising a Withdrawal Date. A Participant may extend a Withdrawal Date for a Deferral Account up to two times with respect to any Plan Year's Deferral Account, provided such change occurs at least one year before a scheduled Withdrawal Date and in the case of an In-Service Withdrawal Date, is for a period of not less than two years after the end of the Plan Year of the deferral.

(d) Section 162(m) Matters. Notwithstanding anything to the contrary in this Plan whether express or implied, the Administrative Committee may, in its sole discretion, defer payment of all or any portion of the Distributable Amount otherwise payable hereunder to any Participant who is considered a "covered employee" to the extent any such payment would not be deductible by the Company by reason of Section 162(m) of the Code. For these purposes, the term "covered employee" shall mean the Chief Executive Officer and the next four highest paid officers of the Company as determined for purposes of Code Section 162(m) and the regulations thereunder. In the event of a deferral of payment by reason of this Section 4.1(d), any such deferred amounts shall be paid to the Participant at the earliest date or dates such amounts can be paid without creating or increasing a limitation on deductibility of compensation under Code

Section 162(m). Any amounts deferred under this Section 4.1(d) shall be credited to the Participant's Deferral Account and shall be subject to all of the terms and condition of this Plan until paid to the Participant.

4.2 Events Impacting Distribution of Deferred Compensation. Notwithstanding any previously selected Withdrawal Dates, the following events may alter the timing of the Distribution from a Participant's Deferral Account:

(a) Distribution due to Death. If a Participant dies while employed by the Company or serving as a Director or while receiving a distribution, all amounts in the Participant's Deferral Accounts will be distributed in a single lump-sum payment to his Beneficiaries during the next calendar quarter following written notice to the Administrative Committee of the Participant's death.

(b) Disability. If a Participant's employment is terminated because of Disability, and he has an aggregate balance in all of his Deferral Accounts under the Plan of least $50,000 (or such amount determined by the Administrative Committee) at the time of termination, the Participant's previously selected Withdrawal Dates will remain; provided, however, if he has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 (or such other amount determined by the Administrative Committee), the Participant's Deferral Accounts will be distributed in a single lump-sum payment during the next calendar quarter following written notice to the Administrative Committee of the Participant's termination.

(c) Distribution due to Termination for Serious Misconduct. If a Participant's employment or service is terminated because of serious misconduct, all amounts in the Participant's Deferral Accounts will be distributed in a single lump-sum payment within 30 days of the end of the month that the Administrative Committee receives written notice of the Participant's termination. Serious misconduct means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies or other written policies or procedures.

(d) Change in Employment due to a Divestiture. If a Participant accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or other type of asset transfer or transfers of any facility or any portion of a discrete organizational unit of the Company or a Subsidiary (a "Divestiture"), and he has an aggregate balance in all of his Deferral Accounts under the Plan of at least $50,000 (or such other amount determined by the Administrative Committee) at the time of the Divestiture, the Participant's previously selected Withdrawal Dates will remain in effect for that Deferral Account; provided, however, if he has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 (or such other amount determined by the Administrative Committee), the Participant's Deferral Account will be distributed in a single lump-sum payment during the next calendar quarter following written notice to the Administrative Committee of the Participant's termination.

(e) Distribution due to Termination of Employment or Service by the Company other than for Death, Disability, Serious Misconduct or a Divestiture. If a Participant's employment is terminated by the Company other than for death, Disability, serious misconduct or a Divestiture, and he has an aggregate balance in all of his Deferral Accounts of at least

$50,000 (or other such amount determined by the Administrative Committee) at the time of the Divesture, the Participant's previously selected Withdrawal Dates will remain. If the Participant has an aggregate balance in all of his Deferral Accounts under the Plan of less than $50,000 (or other such amount determined by the Administrative Committee), the Participant's Deferral Accounts will be distributed in a single lump-sum payment during the next calendar quarter following written notice to the Administrative Committee of the Participant's termination.

(f) Change in Control. If there is a Change in Control of Motorola, all Participants' Deferral Accounts will be distributed in a single lump-sum payment within 30 days of the consummation of the transaction.

(g) Termination of Employment or Service for any other Reason than Described Above. If a Participant's employment or service is terminated for any other reason than described above, all amounts in the Participant's Deferral Accounts will be distributed in a single lump-sum payment during the next calendar quarter following written notice to that the Administrative Committee of the Participant's termination.

4.3 Early Non-Scheduled Distributions.

A Participant shall be permitted to elect an Early Distribution from his or her Deferral Account prior to any previously selected Withdrawal Date, subject to the following restrictions:

(a) The election to take an Early Distribution shall be made by filing a form provided by and filed with the Administrative Committee prior to the end of any calendar month.

(b) The amount of the Early Distribution shall equal up to 90% of his Deferral Account balance.

(c) The amount described in subsection (b) above shall be paid in a single lump sum as soon as practicable after the end of the calendar month in which the Early Distribution election is made.

(d) If a Participant requests an Early Distribution of his entire Deferral Account, the remaining balance of his Deferral Account (10% of the Deferral Account) shall be permanently forfeited and the Company shall have no obligation to the Participant or his Beneficiary with respect to such forfeited amount. If a Participant receives an Early Distribution of less than his entire Deferral Account, such Participant shall forfeit 10% of the gross amount to be distributed from the Participant's Deferral Account and the Company shall have no obligation to the Participant or his or her Beneficiary with respect to such forfeited amount.

(e) If a Participant receives an Early Distribution of either all or a part of his Deferral Account, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year and the following Plan Year. All distributions shall be made on a pro rata basis from among a Participant's Deferral Accounts.

4.4 Hardship Distribution.

A Participant shall be permitted to elect a Hardship Distribution from his or her Deferral Accounts prior to the Withdrawal Date, subject to the following restrictions:

(a) The election to take a Hardship Distribution shall be made by filing a form provided by and filed with the Administrative Committee prior to the end of any calendar month.

(b) The Administrative Committee shall have made a determination that the requested distribution constitutes a Hardship Distribution.

(c) The amount determined by the Administrative Committee as a Hardship Distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Administrative Committee.

(d) If a Participant receives a Hardship Distribution, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year and the following Plan Year.

4.5 Credit or Debit of Earnings or Losses.

Unless otherwise provided, a Participant's Deferral Account will continue to be credited or debited with earnings or losses thereon pursuant to Section 3.1 until all amounts in a Deferral Account are distributed.

4.6 Inability to Locate Participant.

In the event that the Administrative Committee is unable to locate a Participant or Beneficiary within two years following a Withdrawal Date, the amount allocated to the Participant's Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings.

5. ADMINISTRATION

5.1 Administrative Committee.

An Administrative Committee shall be appointed by, and serve at the pleasure of, the Compensation Committee of the Board of Directors (the "Compensation Committee"). The number of members comprising the Administrative Committee shall be determined by the Compensation Committee, which may from time to time vary the number of members. The Compensation Committee may remove any member at anytime at its discretion. The Compensation Committee shall fill vacancies in the membership of the Administrative Committee.

5.2 Administrative Committee Action.

The Administrative Committee shall act at meetings by affirmative vote of a majority of the members of the Administrative Committee. The Administrative Committee may

also take action without a written consent signed by a majority of members of the Administrative Committee. The Administrative Committee may delegate its authority.

5.3 Powers and Duties of the Administrative Committee.

(a) The Administrative Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

(1) To select the Funds;

(2) To construe and interpret the terms and provisions of this Plan;

(3) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(4) To maintain all records that may be necessary for the administration of the Plan;

(5) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(6) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(7) To appoint a Plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Administrative Committee may from time to time prescribe;

(8) To take all actions necessary for the administration of the Plan, including determining whether to hold or discontinue the Policies; and

(9) To delegate its powers and duties.

5.4 Construction and Interpretation.

The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Administrative Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

5.5 Information.

To enable the Administrative Committee to perform its functions, the Company shall supply full and timely information to the Administrative Committee on all matters relating

to the Compensation of all Participants, their death or other events which cause termination of their participation in this Plan, and such other pertinent facts as the Administrative Committee may require.

5.6 Compensation, Expenses and Indemnity.

(a) The members of the Administrative Committee shall serve without compensation for their services hereunder.

(b) To the extent permitted by Delaware law and the Company's amended Certificate of Incorporation, the Company shall indemnify and hold harmless the Administrative Committee and each member thereof, the Compensation Committee, the Board of Directors and any delegate of the Administrative Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company.

5.7 Account Statements.

Under procedures established by the Administrative Committee, a Participant shall receive a statement with respect to such Participant's Accounts on a quarterly basis.

5.8 Disputes.

(a) Claim.

A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as "Claimant") must file a written request for such benefit with the Administrative Committee and the Secretary of the Company, setting forth his or her claim.

(b) Claim Decision.

Upon receipt of a claim, the Company shall advise the Claimant that a reply will be forthcoming within 90 days and shall, in fact, deliver such reply within such period. The Company may, however, extend the reply period for an additional 90 days for special circumstances.

If the claim is denied in whole or in part, the Company shall inform the Claimant in writing, setting forth: (A) the specified reason or reasons for such denial; (B) the specific reference to pertinent provisions of this Plan or the rules related to the Plan on which such denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (D) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (E) the time limits for requesting a review under subsection (c).

(c) Request For Review.

Within 60 days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Administrative Committee review the determination of the Company. Such request must be addressed to the Secretary of the Company, at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Administrative Committee. If the Claimant does not request a review within such 60-day period, he or she shall be barred and estopped from challenging the Company's determination.

(d) Review of Decision.

Within 60 days after the Administrative Committee's receipt of a request for review, after considering all materials presented by the Claimant, the Administrative Committee will inform the Participant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the 60 day time period be extended, the Administrative Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review.

6. MISCELLANEOUS

6.1 Unsecured General Creditor.

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company's assets shall be, and remain, the general unpledged, unrestricted assets of the Company. In the event the Company, in its sole discretion, decides to invest in any of the Funds, Participants and Beneficiaries shall have no rights in or to such investments. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

6.2 Restriction Against Assignment.

The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant's Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant's Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge,

encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Administrative Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Administrative Committee shall direct.

6.3 Withholding.

There shall be deducted from each payment made under the Plan or any other Deferred Compensation payable to the Participant (or Beneficiary) all taxes that are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes. Each participant agrees the Company shall have such rights to withhold such taxes.

6.4 Effective Date.

The effective date of the Plan is January 1, 2001.

6.5 Amendment, Modification, Suspension or Termination.

The Board, the Compensation Committee or the Administrative Committee may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant's Accounts. In the event that this Plan is terminated, the amounts allocated to a Participant's Accounts shall be distributed to the Participant or, in the event of his or her death, his or her Beneficiary in a lump sum within 30 days following the date of termination.

6.6 Governing Law.

This Plan shall be construed, governed and administered in accordance with the laws of the State of Delaware, except when preempted by federal law.

6.7 Receipt or Release.

Any payment to a Participant or the Participant's Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Administrative Committee, the Compensation Committee, the Board and the Company. The Administrative Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

6.8 Payments on Behalf of Persons Under Incapacity.

In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Compensation Committee or the Administrative Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt

therefore, the Compensation Committee or the Administrative Committee may direct that such payment be made to any person found by the Compensation Committee or the Administrative Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Compensation Committee or the Administrative Committee and the Company.

6.9 Limitation of Rights and Employment Relationship

Neither the establishment of the Plan and Trust nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company or the trustee of the Trust except as provided in the Plan and Trust; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan and Trust.

6.10 Headings.

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

Exhibit 10.19 to Motorola, Inc.'s Form 10-K for the year ended December 31, 2000

CONSULTANT AGREEMENT

This Consultant Agreement is effective beginning February 15, 2001 ("Agreement") between Motorola, Inc., for itself, its subsidiaries and affiliates and anyone acting for it ("Motorola") and Fred Tucker, an individual, for yourself, your spouse, heirs, and anyone acting for you or for your estate ("You"). In exchange for each party's promises, you and Motorola agree as follows:

1. SERVICES. You will perform the services at the compensation rates set forth on Exhibit A, with direction from Chris Galvin, or the person he designates. Motorola can perform these services itself or to select others to perform them for any reason. You will perform all services under this Agreement as an independent contractor and not as an employee or agent of Motorola. You are solely responsible to pay or withhold your own taxes (including without limitation income, social security and unemployment taxes), provide any workers compensation or any other insurance for yourself, and to fulfill all obligations relating to those activities. This arrangement is not a joint venture, partnership or formal business organization of any kind. You cannot make commitments of any kind on behalf of Motorola without prior Motorola consent, and vice versa.

2. TERM AND TERMINATION. The term of this Agreement is from February 15, 2001 through December 31, 2001. You or Motorola may terminate this Agreement for any reason after thirty (30) days written notice. Should you or Motorola commit a serious breach of the Agreement, or if you or Motorola cannot perform your respective commitments under the Agreement because of insolvency, the other party may terminate the Agreement immediately. Your promises in Paragraphs 4, 11, 13, 16 and 17 will remain in force even after termination of the Agreement, as will any other provisions where the parties intended a commitment to last beyond the term of the Agreement. All other obligations will cease on the termination date.

3. PRIOR AGREEMENTS WITH MOTOROLA/MOTOROLA BENEFITS. Because you are a former employee of Motorola, certain agreements you signed during your employment,
e.g., Stock Option Agreements (containing non-competition provisions), and agreements for the protection of Motorola's confidential and proprietary information, continue in force, even though you and Motorola have also entered into this Agreement. You will not earn any new service credit under the various Motorola compensation and benefit plans (the "Motorola Plans") during the term of this Agreement and no fees you earn under this Agreement will count as compensation under any of the Motorola Plans.

4. GENERAL RELEASE. You release Motorola from any and all legal claims to date arising from your employment or your separation from employment with Motorola, whether or not you currently know about them or are presently asserting them. The claims you are releasing include, but are not limited to, breach of contract; wrongful termination, defamation, or other common law matters; or claims of discrimination based on race, sex, age (Age Discrimination in Employment Act), race, religion, national origin, disability or any other legally protected status. You are not releasing any rights to benefits under the Motorola Plans that vested or accrued prior to your retirement, nor are you waiving any other claims or rights which cannot be waived by law, including the right to file an administrative charge of discrimination.

5. COOPERATION/INDEMNIFICATION. For as long as reasonably necessary, you agree to cooperate fully with Motorola in any investigation, negotiation, litigation or other action arising out of situations in which you were involved or knew about during your employment. Motorola will indemnify you for judgments, penalties, settlements and reasonable defense costs for any actual or threatened investigation, negotiation, litigation or other action arising from your Motorola employment to the full extent elected officers may be indemnified under Motorola's Certificate of Incorporation, as it may be restated or amended from time to time.

6. NO SOLICITATION. You agree that for two years from the date you retired from Motorola, you will not recruit, solicit, induce or cause, allow, permit aid or encourage others to recruit, solicit or induce, any Motorola employee to terminate his/her employment with Motorola and/or to seek employment with any other employer.

7. OBLIGATION TO INFORM MOTOROLA. You agree to immediately inform Motorola of
(i) the identity of any new employment, start-up business or self-employment after your Motorola retirement date (ii) your title, and (iii) your duties and responsibilities. You will provide additional information when reasonably requested by Motorola to determine if you are complying with this Agreement. You authorize Motorola to give a copy of this Agreement to your new employer, or other entity or business you are associated with.

8. PROTECTION OF MOTOROLA'S BUSINESS. You will not use your knowledge of Motorola's business for the benefit of any other person or entity or divulge Motorola's confidential information (as defined below). In good faith, you will protect Motorola's good will.

9. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION. You agree to all of the following provisions for the protection of Motorola's intellectual property. In this Agreement, the term, "invention," includes innovations and ideas, reflected in any form, and the term, "confidential information," means all business, financial, scientific, technological and legal information or data, and trade secrets, in any form, regardless of how you learned it, that relates directly or indirectly to Motorola's past, present or future business, and that is not available to the general public. Confidential information includes information or data listed in footnote 1.

a. You will not disclose to or use in any work performed for Motorola any confidential information belonging to others, unless Motorola is otherwise entitled to learn or use it.

b. Except as required to perform services under this Agreement, you will not use, publish or otherwise disclose to others any confidential information of Motorola or its customers or suppliers, and will take all reasonable precautions to prevent improper disclosure.

c. When your work for Motorola ends, you will promptly deliver to the designated Motorola representative all Motorola-related documents and other records, and all other Motorola property and materials.

d. All services you perform and all work you prepare which is eligible for copyright protection in any country shall be deemed work made for hire and become the sole intellectual property of Motorola. If deemed not to be a work made for hire, you assign all right, title and interest in the copyright (including extensions and renewals) in such work to Motorola. At Motorola's expense, but without additional compensation to you, you will provide Motorola all the assistance it reasonably requests to establish, preserve and enforce its copyright in such work. You waive all moral rights relating to the work, including without limitation rights of identification of authorship, and rights of approval, restriction or limitation on use or subsequent modifications.

e. You assign to Motorola, as its exclusive property, your entire right, title and interest in all of those inventions you (with or without others) developed or conceived during and after your work for Motorola, if they: (a) are made with, in whole or in part, Motorola's equipment, supplies, facilities, trade secrets, or confidential information; or (b) relate to Motorola's business or to Motorola's actual or demonstrably anticipated research or development; or (c) result from any work you performed for Motorola.

f. You will make and maintain written records of all inventions referred to above and will promptly submit those records and make supplemental disclosures to Motorola.

g. At Motorola's request and expense, you will do everything necessary, even after the term of this Agreement, to help Motorola or its nominees obtain patents, copyrights and legal protection for inventions in any country.

h. All inventions, confidential information, notes, drawings, designs, memoranda, computer programs or other data prepared or produced in the performance of your work for Motorola shall be the sole property of Motorola, and shall not be disclosed to anyone outside of Motorola.

i. Neither party shall have the right under this Agreement to use the name, trademarks or trade names of the other without prior written approval.

j. You may disclose information that is not confidential information, provided that you give Motorola reasonable advance written notice of your intent to do so, so that Motorola has the chance to object before you disclose information Motorola reasonably believes to be protected.

10. RECORDS, REPORTS AND INFORMATION. You agree to give Motorola reports about the services you perform under this Agreement, in the form, and with the content and timing specified by Motorola.

11. CONFLICT OF INTEREST/CODE OF BUSINESS CONDUCT. Legal and ethical business conduct is a priority for Motorola, as reflected in the Code of Business Conduct ("COBC") that applies to Motorola employees. Even though you will provide services under this Agreement as an independent contractor, you agree to abide by the COBC. Failure to comply with the COBC is grounds for Motorola to terminate this Agreement immediately.

12. FORCE MAJEURE. Under this Agreement, "force majeure" means an occurrence beyond the reasonable control of the party affected (e.g., government actions, natural disasters, wars, accidents, or strikes) which prevents or delays that party from performing its obligations under this Agreement. To be excused from performing obligations under the Agreement because of force majeure, the party claiming force majeure must promptly inform the other party in writing at the beginning and end of the period of force majeure.

13. COMPLIANCE WITH LAWS AND PROCEDURES. You will comply independently and in all respects with all applicable foreign, federal, state and local laws, ordinances, rules, regulations and orders, including those for public health or environmental protection, equal employment opportunity, and affirmative action. You will indemnify Motorola and hold it harmless if you violate this promise.

14. PROPERTY. You are responsible to care for all property Motorola provides you without charge, even though Motorola is the sole owner of the property. You will pay for all property lost, damaged or destroyed by you.

15. SECURITY. You will comply with all applicable Motorola security regulations.

16. USE OF MOTOROLA COMPUTER RESOURCES. You will comply with Motorola's policy SOP E-62 regarding appropriate use of computer resources. A copy is attached as Exhibit B.

17. MISCELLANEOUS.

a. You agree that you are signing this Agreement knowingly and voluntarily, without coercion, threats or extra promises.

b. You or Motorola may insist on strict performance of any provision of this Agreement, even though either you or Motorola may not have insisted on strict performance of that same provision at an earlier time in the same or similar circumstances.

c. You may not sell, transfer or assign any interests or rights under this Agreement (by operation of law or otherwise). You may not delegate your duties or responsibilities under this Agreement to any person, business or entity. An attempt to do anything prohibited by this paragraph is automatically void.

d. If Motorola pays any claim you have against it under this Agreement, that payment may be recouped and/or set off against any present or future claims that Motorola may have against you.

e. The terms of this Agreement are confidential and you promise not to disclose any of its terms to any third party except your immediate family and your financial and legal counsel.

f. You and Motorola will attempt to settle any claim or controversy through good faith negotiation and with mutual cooperation. You and Motorola will settle any disputes involving this Agreement (other than disputes involving intellectual property) through mediation or other form of alternate dispute resolution. However, Motorola may resort to judicial proceedings if it deems interim relief from a court is necessary to prevent serious and irreparable injury.

g. All communications to be transmitted from either party to the other party under this Agreement must be in writing and must be hand delivered (and deemed received upon receipt), or sent by facsimile or courier (and deemed received upon receipt or rejection by the addressee), addressed as follows or to any new address which has been communicated in writing: if to Motorola: Motorola, Inc., 1303 East Algonquin Road, Schaumburg, IL 60196, Fax No. (847) 576-6301, Attn: A. Peter Lawson, General Counsel.

h. If any provision(s) of this Agreement is/are held to be unenforceable, this Agreement shall be interpreted as if the unenforceable provision(s) are not part of the Agreement; you and Motorola will negotiate in good faith to replace the unenforceable provision.

i. This Agreement will be construed according to the internal laws, but not the laws of conflicts, applicable to agreements made in Illinois, USA.

j. You agree that you have had sufficient time (at least 21 days) to consider this Agreement and were advised to consult with an attorney, if desired, before signing below. This Agreement will become effective seven calendar days after you sign it, during which time you can revoke it, by delivering a signed revocation letter within the seven-day period to A. Peter Lawson, Executive Vice President and General Counsel, Motorola, Inc., 1303 E. Algonquin Rd., 11th Floor, Schaumburg, IL 60196.

k. Except where otherwise specified, this Agreement and Exhibits, is the final, complete and exclusive expression of the agreement between you and Motorola. Except where otherwise specified, this Agreement supersedes and nullifies all prior and concurrent communications and purchase orders, invoices, acknowledgements and agreements that may have been made in connection with the same subject matter, even if signed by you and Motorola. Any alterations to this Agreement must be in writing, signed by both parties.

IN WITNESS WHEREOF, the parties have signed this Agreement.

FRED TUCKER                          MOTOROLA, INC.


   /s/ Frederick T. Tucker              /s/ Christopher B. Galvin
---------------------------------    ----------------------------------
(Not to be signed before your        By: Christopher B. Galvin
Motorola retirement date)            Chairman of the Board and Chief
                                     Executive Officer

        February 16, 2001                    February 16, 2001
---------------------------------    ----------------------------------
(Date)                               (Date)

EXHIBIT A

CONSULTING SERVICES/CONSULTING FEES SUBJECT TO THIS AGREEMENT

Services

You shall perform consulting services as directed by Chris Galvin, Motorola Chairman and Chief Executive Officer, or his designee. These may include, but are not limited to, executive coaching, teaching at the Motorola Vice President Institute, and representing Motorola at the CART races, and other like events. You agree to be accessible within 48 hours of any request to perform services under this Agreement. You agree to work a minimum of 40 days during the term of this Agreement.

February 15, 2001:        $25,000
April 15, 2001:           $50,000
July 15, 2001:            $50,000
October 15, 2001:         $50,000

Motorola will reimburse all your necessary and actual travel expenses, including first class airfare, incurred in performing duties under this Agreement, provided that Motorola receives an itemized list of all expenses incurred, including the receipts therefor, which are to be reimbursed.

Motorola also agrees to provide the following at Motorola's expense:

o Use of the corporate aircraft, where appropriate;

o The services of Corporate Security, as needed and approved by Chris Galvin or his designee;

o Part-time administrative services;

o Part-time IT services; and

o Continued use of your Motorola financial planning advisor through December 31, 2001.

Motorola will pay no costs greater than those in this Exhibit A without its prior written consent.

Exhibit 10.21(b) to Motorola, Inc.'s Form 10-K for the year ended December 31, 2000

--------------------------------------------------------------------------------
Recipient:                             Date of Expiration:
               --------------------                         ------------------
Commerce ID#:                          Number of Options:
               --------------------                         ------------------
Date of Grant:                         Exercise Price:
               --------------------                         ------------------

Motorola, Inc. ("Motorola") is pleased to grant you options to purchase shares of Motorola's common stock under the Motorola Omnibus Incentive Plan of 2000 (the "Plan"). The number of options ("Options") awarded to you and the Exercise Price per Option, which is the Fair Market Value on the Date of Grant, are stated above. Each Option entitles you to purchase one share of Motorola's common stock on the terms described below and in the Plan.

Percent                 Date
-------                 ----
  25%             _____  ____, 200__
  25%             _____  ____, 200__
  25%             _____  ____, 200__
  25%             _____  ____, 200__

Special Vesting - You may be subject to the Special Vesting Dates described below if your employment or service with Motorola or a Subsidiary (as defined below) terminates.

Exercisability - You may exercise Options at any time after they vest and before they expire as described below.

EXPIRATION

All Options expire on the earlier of (1) the tenth anniversary of the Date of Grant as stated above or (2) any of the Special Expiration Dates described below. Once an Option expires, you no longer have the right to exercise it.

SPECIAL VESTING DATES AND SPECIAL EXPIRATION DATES

There are events that cause your Options to vest sooner than the schedule discussed above or to expire sooner than the tenth anniversary of the Date of Grant. Those events are as follows:

Retirement - If your employment or service with Motorola or a Subsidiary is ended because of your Retirement, Options that were granted at least one year prior to your Retirement that are not vested will automatically become fully vested upon your Retirement. Any remaining unvested Options will be forfeited. All your vested Options will then expire on the earlier of the third anniversary of ending your employment or service because of your Retirement or the Date of Expiration stated above. Retirement means your retirement from Motorola or a Subsidiary as follows:

(i) Retiring at or after age 55 with 20 years of service;

(ii) Retiring at or after age 60 with 10 years of service;

(iii) Retiring at or after age 65, without regard to years of service.

Disability - If your employment or service with Motorola or a Subsidiary is terminated because of your Total and Permanent Disability (as defined

below), Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the third anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.

Death - If your employment or service with Motorola or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the third anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.

Change In Control - If there is a Change In Control of Motorola (as defined in the Plan), all the unvested Options will automatically become fully vested as described in the Plan. If Motorola or a Subsidiary terminates your employment or service other than for Serious Misconduct within two years of consummation of a Change In Control, all of your vested Options will be exercisable until the Date of Expiration.

Termination of Employment or Service Because of Serious Misconduct - If Motorola or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination.

Change in Employment in Connection with a Divestiture - If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfers of any portion of a facility or any portion of a discrete organizational unit of Motorola or a Subsidiary (a "Divestiture"), all of your unvested Options will automatically expire upon termination in direct connection with a Divestiture and your vested Options will expire 12 months after such Divestiture or such shorter period remaining until expiration as set forth above.

Termination of Employment or Service by Motorola or a Subsidiary Other than for Serious Misconduct or a Divestiture- If Motorola or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will automatically expire upon termination and your vested Options will expire twelve months after your termination of employment or such shorter period remaining until expiration as set forth above.

Termination of Employment or Service for any Other Reason than Described Above - If your employment or service with Motorola or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your Options (vested and unvested) will automatically expire on the date of termination.

LEAVE OF ABSENCE/TEMPORARY LAYOFF

If you take a Leave of Absence from Motorola or a Subsidiary that your employer has approved in writing in accordance with your employer's Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola, or you are placed on Temporary Layoff (as defined below) by Motorola or a Subsidiary the following will apply:

Vesting of Options - Options will continue to vest in accordance with the vesting schedule set forth above.

Exercising Options - You may exercise Options that are vested or that vest during the leave of absence or layoff.

Effect of Termination of Employment or Service - If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under "Special Vesting Dates and Special Expiration Dates" above.

OTHER TERMS

Method of Exercising - You must follow the procedures for exercising options established by Motorola from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability - Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

Tax Withholding - Motorola or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. Employee may satisfy any withholding obligation in whole or in part by electing to have Motorola retain Option shares having a Fair Market Value on the date of exercise equal to the minimum amount required to be withheld.

DEFINITION OF TERMS

If a term is used but not defined, it has the meaning given such term in the Plan.

"Fair Market Value" is the closing price for a share of Motorola common stock on the last trading day before the grant. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal, Midwest edition.

"Serious Misconduct" means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures.

"Subsidiary" means an entity of which Motorola owns directly or indirectly at least 50% and that Motorola consolidates for financial reporting purposes.

"Total and Permanent Disability" means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Disability Income Plan, as amended and any successor plan and (y) non-U.S. employees, as established by applicable Motorola policy or as required by local regulations.

"Temporary Layoff" means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

CONSENT TO TRANSFER PERSONAL DATA

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock held in Motorola, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan ("Data"). Motorola and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola in the implementation, administration and management of the Plan. These recipients may be located throughout the world, such as the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola; however, withdrawing your consent may affect your ability to participate in the Plan.

ACKNOWLEDGEMENT OF DISCRETIONARY NATURE OF THE PLAN; NO VESTED RIGHTS

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future. Future grants, if any, will be at the sole discretion of Motorola, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

AGREEMENT FOLLOWING TERMINATION OF EMPLOYMENT

As a further condition of accepting the Options, you acknowledge and agree that for a period of two years following your termination of employment or service, you will not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, or to communicate in support of Motorola or a Subsidiary to terminate his/her employment with Motorola or a

Subsidiary and/or to seek employment with your new or prospective employer, or any other company.

You agree that upon termination of employment with Motorola or a Subsidiary, you will immediately inform Motorola of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.

ACCEPTANCE OF TERMS AND CONDITIONS

By accepting the Options, you agree to be bound by these terms and conditions, the Plan and any and all rules and regulations established by Motorola in connection with awards issued under the Plan.

OTHER INFORMATION ABOUT YOUR OPTIONS AND THE PLAN

You can find other information about options and the Plan on the Motorola website http://hr2.mot.com/stockadmin. If you do not have access to the website, please complete the order form included with these Terms and Conditions to receive the information.