exv4w1



 







Exhibit 4.1




AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT




          This
Amendment, dated as of July 27, 2006 (this “Amendment”), amends that certain
Amended and Restated Rights Agreement, dated as of February 5, 2004 (the “Amended and Restated
Rights Agreement”), between Motorola, Inc., a Delaware corporation (the “Company”), and
Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the
“Rights Agent”). Except as otherwise expressly provided herein, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them in the Amended and
Restated Rights Agreement.




          WHEREAS, pursuant to Section 26 of the Amended and Restated Rights Agreement, the Board of
Directors (the “Board”) of the Company may, and the Rights Agent shall, if so directed,
from time to time supplement or amend any provision of the Amended and Restated Rights Agreement in
accordance with the provisions of Section 26 thereof;




          WHEREAS, the Board has determined that it is in the best interest of the Company and its
stockholders to amend the Amended and Restated Rights Agreement as set forth herein; and




          WHEREAS, all acts necessary to make this Amendment a valid agreement, enforceable according to
its terms, have been done and performed, and the execution and delivery of this Amendment by the
Company and the Rights Agent have been in all respects duly authorized by the Board and the Rights
Agent.




          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
and intending to be legally bound, the parties hereto agree as follows:




     A. Amendment of Section 1(s). Section 1(s) of the Amended and Restated Rights
Agreement is hereby amended and supplemented by deleting “‘Expiration Date’ means the Close of
Business on November 20, 2008.” and replacing it with the following:



     "'Expiration Date’ means the Close of Business on August 1, 2006.”



     B. Amendment of Exhibits. The Exhibits to the Amended and Restated Rights Agreement
shall be restated to reflect this Amendment, including all conforming changes.



     C. Effectiveness. This Amendment shall be deemed effective as of the date first
written above, as if executed on such date.



     D. Governing Law. This Amendment shall be deemed to be a contract under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and performed entirely
within such state.



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     E. Severability. If any provision, covenant or restriction of this Amendment is held
by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain
in full force and effect and shall in no way be effected, impaired or invalidated.



     F. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts together constitute but one and the same original.



[Signature page follows.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of
the date first set forth above.



	 	 	 	 	 
	 	MOTOROLA, INC.

 	 
	 	By:  	/s/
David W. Devonshire	 
	 	 	Name:  	David W. Devonshire	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer	 
	 
	 	MELLON INVESTOR SERVICES LLC

 	 
	 	By:  	/s/
Thomas Blatchford	 
	 	 	Name:  	Thomas Blatchford	 
	 	 	Title:  	Client Relationship Executive	 
	 




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