Doe. 149715

EXHIBIT B TO STIPULATION WITH
REGARD TO DISCOVERY PRIOR TO TRIAL

August 1, 2000 Statements
Chris Galvin:

“We are out of the restructuring phase of this company and we are into the
growth phase of this company. Look at the numbers as we're going to go
forward.”

“Kor the last eight quarters, given the question that Mona asked here in the front,
in the last eight quarters, we have delivered what we’ ve said we would deliver,
rclative to financial performance, and we’re delivering on those promises not just
here to the Wall Street marketplace but also to our customers.”

“We said we’d make the numbers, and we have, And we will. Bob laid them
out and in fact we will.”

“For those of you in the room who are investors...investors, not traders, T can’t
speak to the traders in this instance, but I do say that at a 21 times earnings
multiple on the consensus estimates for the year 2001, Motorola is an
extraordinary investment opportunity. Because we think we have one of the all
lime most exciting futures, we think we’re positioned to do it, we have the team
to get it done, and we have to reorganize the company now to break through that
25 to 30 billion dollar wall that most people seem to hit, and we think Motorola
is a stock you should own and recommend to your clients to own.”

Robert Growney:

“About a month ago, a group of us met to discuss some of the things we should
talk about at today’s meeting. We all felt that Motorola’s stock was significantly
undervalued and we agreed that we would say so at today’s mecting.”

“Motorola is a strong company and excellent business. We will deliver the
overall performances expected of us. We work very hard to provide sound
guidance to the investment community and we are developing a reputation for
delivering on our promises. For the past cight quarters since the beginning of
our restructuring program two years ago, we have delivered financial results
equal to, or better than, our guidance. The rates of growth of both sales and net
margin have improved substantially. In our most recent quarter, negative rumors
surfaced late in the quartcr and some analysts made downward adjustments in
earnings estimates unnecessarily. This was unfortunate, since our guidance had
not changed. Our objective is to have you feel that the best guidance comes
from us.”


Hoe. 151405

EXHIBIT A TO STIPULATION WITH
REGARD TO DISCOVERY PRIOR TO TRIAL

May 30-31, 2000 Statements

Chris Galvin

“Tf you look at [the performance of] each of the individual businesses [for the
first quarter of 2000] we think that the performance was quite unique and
powerful.”

"We targeted basically $39.8 billion [in revenues for 2000]... Earnings
essentially we indicated $3.14 for the year.”

"The other segments are going to continue to advance offsetting the PCS

shortfall .... We promised that we would have a set of business that perform
extraordinarily well..."


Dog 149715

“Following the release of the second quarter earnings, we said in our conference
call that consistent with current consensus expectations, we expect to achieve
earnings of $1.05 per share on approximately $39.5 billion in sales for the full
year of 2000, We remain firmly committed to continue making significant
investments in research & development, marketing, and advertising, and are
working closely with our systems operators. As we look forward into 2001, we
see enormously exciting market opportunities. We believe the present consensus
estimates for 2001, earnings per share of $1.43, and sales of $47 billion, are
achievable. I am confident that the new urgency and commitment led by our
senior management team will drive performance excellence and enable us to
translate these opportunities to the kind of profits that should make Motorola a
great investment.”

Gilmore:

Analyst: Regarding 3G license opportunities and getting your fair share,
how aggressive are you going to be in terms of vendor financing, and analogous
to the 1980s, would you consider taking equity interests on some of these
licenses trying to pick some of the horses?

Gilmore: Start with the last part first. 1 mean, that’s a dynamic in the
wireless arena that we're not seeing a lot of move to right now. There might be
some start-ups that might move in that direction, but | think the level of
consolidation that there’s been in the industry today is such that moving in that
direction is nol one that most of the big suppliers will think is the right direction
to head. Relative to the level of financing we’re prepared to do, I mean, first of
all we’re going to look at that in a very prudent financial way. We do fecl we
have a strong balance shect we can lever in that regard. And we think we
probably have the strongest balance sheet of any of our competitors. And in
addition, we have off-balance sheet liquid assets that could become an advantage
to us in this area through a monetization process or a collateralization process.

So we have a pretty good view of what we can do here. We’re going to be
prudent in this regard, but we think, as Bo put up on his chart, we think it’s one
of the advantages we have.



UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

IN RE: MOTOROLA SECURITIES Case No. 03 C 287 (RAP)
LITIGATION

STIPULATION WITH REGARD TO DISCOVERY PRIOR TO TRIAL

WHEREAS, lead plaintiff, the State of New Jersey, Department of the Treasury, Division
of Investment, has taken extensive discovery concerning the issues in this action.

WHEREAS, pursuant to agreement between the parties, lead plaintiff has been limited to
30 pre-trial merit depositions.

WHEREAS, the partics agrce that there are more than 30 witnesses with at least some
knowledge of facts relevant to the subject matter of the action.

WHEREAS, the parties desire to complete merits discovery pursuant to the District
Court’s October 18, 2005 scheduling order, by February 28, 2006, and lead plaintiff does not
seek to take more than 30 pre-trial merit depositions at this time, but desires to avoid any
pre] udice to its interest if defendants call a witness at trial who will not be deposed.

WHEREAS, defendants Motorola Inc., et al., have served lead plaintiff with a notice to
take the deposition of certain current or former officers or employees of lead plaintiff,

WHEREAS, defendants accept for present purposes plaintiff's assertion that certain of
those witnesses are unlikely to have personal knowledge of material facts in dispute in this

action and have agreed to defer conducting those depositions for the time being.

Dos 181405



WHEREAS, the current scheduling order requires the parties to file a final pre-trial order
by November 30, 2006.

IT IS HEREBY AGREED by and between the parties to this action that:

1 In the event any party identities in a pretrial order a witness who they intend to
call on their behalf that has not already been deposed, the identifying party shall not object to the
opposing party conducting that person’s deposition prior to trial notwithstanding that that
deposition will be conducted beyond the cut-off date for merits discovery and may exceed the
30-deposition limitation on depositions in this action.

2. ‘The January 31, 2006 deadline for amending the pleadings in this case shall
remain in full force and effect. Notwithstanding the foregoing, upon the filing of the Final
Pretrial Order, the Consolidated Class Action Complaint, dated October 10, 2003 and the
Answer dated October 8, 2004, shall be deemed amended to reflect the evidence contained in the
Final Pre-Trial Order concerning what lead plaintiff expects to prove at trial in support of the
claims contained in the Complaint as of January 31, 2006, The parties agree that the complaint
is deemed amended to include an allegation that defendants’ statements at the May 30-31, 2000
Motorola analysts’ conference (annexed hereto as Exhibit A) and the August 1, 2000 Motorola
analysts’ conference (annexed hereto as Exhibit B) were materially false and misleading for the
reasons already identified in the existing complaint. The parties further agree that the answer is

deemed amended to deny the allegations with regard to the annexed statements.

Poe, 151405 . -2-



ROBINSON CURLEY & CLAYTON, PC.

By: Fan Chante.

Fay Clayton

Carl T. Bergetz

Suite 1700

300 South Wacker Drive
Chicago, IL 60606

Tel: (312) 663-3100
Fax: (312) 663-0303

Lead Plaintiff's Local Counsel

WOLF POPPER LLP
Lester L. Levy
Robert C, Finkel
James A, Harrod

845 Third Avenue
New York, NY 10022
Tel: (212) 759-4600
Fax: (212) 486-2093

LITE DePALMA GREENBERG &
RIVAS, LLC

Allyn Z, Lite

Bruce D. Greenberg

Alberto Rivas

Two Gateway Center, 12“ Floor

Newark, NJ 07102

Tel: (973) 623-8000

Fax: (973) 623-0858

Lead Plaintiff's Co-Lead Counsel

SO ORDERED:

U.S.D.J

Dog, 151405,

SEYFARTI SHAW LLP

a
By:
Timothy F, Hale:

55 E, Monroe Street
Suite 4200

Chicago, IL 60603-5803
Tel.: (312) 346-8000
Fax: (312) 269-8869

ARNOLD & PORTER LLP
Stephen M. Sacks

John C. Massaro

Emily M. Pasquinelli

555 Twelfth Street, N.W.
Washington, D.C. 20004
Tel: (202) 942-5000

Fax: (202) 942-5999

Counsel for Defendants