Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 1 of 74 PageID #:3547
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Horizons

(f MOTOROLA

fiiir 199-:

MOT. ERISA 0693

Building

Financial..

Secu rity

.~

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 2 of 74 PageID #:3548
Please ~ote:

The Summarv Plan Descriptions in this booklet summarize the features of the employee benefit plans sponsored 11,' ~lolOrola, Inc.. Ell" 36-1115800

that make up the Motorola Horizons Program (the "Plans"), The Summary Plan Descriptions represent general information regarding the

provisions of the Plans. and you should not rely upon them other than as a general summary' of the features of the Plans, Your rights are governed

b,' the terms of the Plan documents, Refer to the Plan documents for complete information on your rights and obligations under the Plans. In the

event of any difference between the terms of these Summary Plan Descriptions and the Plan Documents. the terms of the Plan Documents shall

control. Also. an" questions concerning the Plans shall be determined in accordance with the terms of the Plan dOêuments and not these Summary

Plan Descriptions. You may obtain copies of the Plan documents upon written request to the Retirement Benetits Administration offce. There niay

be a reasonable charge for such copies,

~o person has the authorit\' to make an\' verbal statement or representations of any kind which are legalh' binding upon Motorola to alter the Plan

documents or other contracts maintained in conjunction with the Plans.

The Pension and Emplovee Stock Ownership Plan documents give Motorola the sole right at any time to amend, modif\', Or terminate these Plans,

The Profit Sharing Committee and the Board of Directors have the authorin' to change these Plans without a "ote of pariicipants if the change is

neceSSarY to bring the Plans into compliance with. or to enable the Plans to meet the requirements of. an" law, regulation or ruling. All other Profit

Sharing and Investment Plan amendments are subiect to the approval of pariicipants. If any Plan should be amended, modified. or terminated ,...hile

niu are covered by the Plan. vou wiIJ be notified of the effect of such change on Your Plan benetìb or co"erage, ln the event a Plan is terminated, the

rights of individual; covered b,' that Plan at that time shall be limited to benefits acaued as of the date of Plan termination,

These Summan' Plan Descriptions describe the Plans as effective on Januarv 15, 1997, Please see the prior Summaf" Plan Descriptions for

informatIon concerning the Pians prior to Januarv IS, 1997,

MOT. ERISA 0694

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 3 of 74 PageID #:3549
HORIZONS

Table of Contents

We! come to H orizons ................................................,.....................................................,...............2

Pen s ion PI an....... ....... ..... ...... ..~............ ,......... ............,......... ...................... .... .......................... ..........5

Su pp I ementa I Pension Pia n .............................., .......... .......... ......... ............ ........ ........................20

Supplementary Contributory Retirement Plan (SCRP) ..........,........,..............,.........,........21

Profit Sharing and Investment Plan....................,.................................................................23

Checklist for Retiring and Terminating Employees ..........................................,.............43

Other Things You Need to Know ..........,.......................,..........................,................................4

I m po rta nt Tax Info rm a tion ,......... ,......,....,.. ........................ ........., ..............,.... .............,.. .........52

Important Information Related to Investment Options............................,.....................60

Your Life Events Chart ..........................................,..,.,.............................'..,...............................63

Glossa ry ..., ............., ............ .,...... ......".. .........."'.'......".'.,.......'..,,..'...., .... .......,.,..'.". ............... ....... ... 64

Important Phone Numbers.........,................,...................,.............................Irs:de Back Cover

MOT. ERISA 0695

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Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 5 of 74 PageID #:3551
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~c.: \~L'-:-' Welcome to Horizons:

~ '" Building Financial Security

" ¡

Motorola LifeSteps is a comprehensive benefits package that is divided into four maior

programs: Essentials, Balance, Milestones, and Horizons, This booklet summarizes \'our

benefits under Horizons, which includes the Motorola Pension and Profit Sharing and

Investment Plans. You can find details about each of the other three LifeSteps programs in

separate Summary Plan Description booklets. Here's a brief description of these booklets:

. Essentials includes medical and dental coverage, life insurance, short- and long.

term disability coverage, and a health reimbursement account.

. Balance helps you with your work and personal life by ofiering assistance with child

and elder care, prenatal education, adoption assistance, a dependent care account

and long-term care insurance.

. Milestones helps you with many of life's expected-and une),.'pected-events

including home purchase, continuing education, long. term and elder care

assistance, emergencies, legal assistance, and financial planning.

Keep this booklet in an easy-to-reach location, and use it to look up answers to your

Pension Plan and Profit Sharing and Investment Plan questions, You'll notice some

important facts, definitions and tips waiting for you in the margins:

'9 Tips to get the most from your benefits

íj Important facts

m Definitions you should know

~ Important dates and deadlines

There are several sections of this booklet vou'lI want to refer to often. These include:

. Other Things You Need to KnOW-Your rights under "ERISA" and additional

information concerning the Plans... Page 45

. Life Events Chart-actions to take in a number of different life situations." Page 63

. Glossary-definitions of commonl~'.used words and phrases...P3ge 64

. Phone Numbers-handy listing of important phone numbers,. .Inside Back Coyer

To Find Out More

If you can't find the information you need in this booklet, vou may contact Retirement

Benefits Administration at 1.800-462-3429, Or, vou may use an interactive kiosk located in

manv Motorola facilities or visit the Motorola Benefits \\'orld Wide Web site at

http://ww\\,hLmoLcom/benefi ts.

MOT. ERISA 0697 I\Cfcnnie 0

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 6 of 74 PageID #:3552
~~l(~~ ,.

.: There is no minimum

age for CDverige

,under eiter Plan, and

: therè is no mandatory ,

retirement age. Yoú ..

,will coinue to earn .~

beefits until you .

, leave Motorola.

'9

'Participating in the

ProfitShanng and

,Invesent Plan is

esally importnt if

.~ yo do,notexct.to ~:'~:a full i:nsion '"

-. ,. :.bnef (for Înstance:

if jOii plan to woi1 .

les than 35 yers at

Motorola after

.'J¡in~aryd 1,1988).,

o Horizons

Planning for the Future

Helping you create financial security is one of Motorola's most important goals. That's i,'hv

Motorola offers two Plans to help you meet this goal:

o Pension Plan-If you retire at age 6j with 3j years of service after January I, 19l'¡\,

this Plan is designed to replace about 80% of your take-home pay, when combined

with Social Security.

~ Profit Sharing and Investment Plan-This Plan enables vou to share in Motorola

profits and actively contribute to your future security.

When You Become Eligible

Pension Plan

You are automatically a Pension Plan participant on the first of the month following your

first anniversary, if you have completed 12 months of continuous employment in which

you work at least 1,000 hours. You do not have to enroll in this Plan.

Profit Sharing and Iß\estment Plan

You may begin contributing to your Profit Sharing and Investment Plan account as of your

first day at work. You are eligible to receive Company Contributions to your account on

the first of the month following your first anniversary, if vou have completed 12 months of

continuous employment in which vou work at least 1,000 hours. If vou do not actively

elect a contribution amount, vou will automatically begin contributing three percent of

your pay when you become eligible for Company Contributions. You may later change this

contribution percentage, if you wish.

Independent contractors, consultants, contract labor. "leased employees" as defined in

Section 414( n ¡ of the Internal Revenue Code and employees i"hose base compensation is

not processed by the Motorola (or participating subsidiary) panoll department are not

eligible to participate in either the Pension Plan or the ProtÎt Sharing and Investment Plan.

Your Compensation

Your Motorola compensation is an important factor in Horizons. Compensation, along

with vour Motorola ser"ice and Social Security, determines the amount of your Motorola

Pension Plan benefits. It also is the basis for vour contributions to the Profit Sharing and

Investment Plan.

For the purposes of Horizons, your "compensation" refers to your regular earnings and

commissions, including individual sales incentive. Field Sales and Engineering Incentive

Plan pavments, shift differentials, and overtime. Annual compensation may not exceed the

limit imposed bv Section 40!( a)í 1 i) of the Internal Revenue Code IS i 60,000 in i 99ï ¡.

This amount is subject to change each year. It does not include RO:-,A Incentive Plan

pavments or any other type of incentive payments, bonuses. am' severance payments,

moving allowances, educational allowances. non-cash pai'ments or o\'erSeas allowances.

MOT. ERISA 0698

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IJ,.¡¡,¡U/l Pliln ø

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 8 of 74 PageID #:3554
, '-; ~ ;'j" ':~\.~.~ ".... ' . . ....,~.

:~. .:, The Motorola Pension_

~r,kP!~'! iie effect~:.;.

'.'~Jan~.1.19~a:~f" 'C

,,~~-pacipm in..' :.~;;

:?". tl Supplementary' :.'$,:(.

~=~~id ,: .!: sc.P.ge 21 ,for ':.'

-"',~,'~,:,~,i,"'.'i_~,'~..',_',.:;".:.~_lt_~Is,.:......,:"... ,': '-, . ~:. - ~i;; ~". '-~ .. _- ':;~.;~:::~~'(:;J~'~'"

ëlt :.J,:, '. ~' i L, .~~o"s

\'~" -

l~enSion Plan

Your Pension Plan At-a-Glance

Who pays Pension benefits

Motorola pays the entire cost of providing Pension benefits. A special trust fund

has been established to receive Company Contributions. The trustee (and

investment managers) invest Company Contributions and pay benefits to eligible

participants and their beneficiaries.

Who is eligible to receive Pension benefits

You are eligible for a Pension benefit at retirement if you leave Motorola after five

years of service, or at age 60 or older with at least one year of service. If you die,

your surviving spouse will receive a benefit if you have at least five years of

service.

When benefits begin

The normal retirement date for Pension Plan payments is age 65, Reduced monthly

payments can begin as early as age 55 with at least five years of service. or at age

60 with at least one year of service.

How your monthly benefit amount is determined

Three factors determine the amount of your monthly Pension benefit:

o Your final average earnings

~ Your years of service

~ Your Social Security benefit

How to receive the maximum benefit

To be eligible for the maximum Pension benefit, you must have 35 years of service

after December 31,1987 and begin receiving payments on or after age 65,

Determining Your Motorola Pension Plan Benefit

A formula is used to determine your Pension benefit. The numbers used in this formula are:

. Your final average earnings,

. Your years of service, and

. Your Social Security benefit.

MOT. ERISA 0700

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 9 of 74 PageID #:3555
Final Awrage Earnings

Your "final average earnings" are your average earnings for the five vears of highest pay

during the last ten years of your employment.

For example:

)~111 j1L',:;'/ìl¡ '.~'~~,"k¡i;..( i~t .\10'orola in 1980171111 rL'rÌrc in :(J()9.

Li;. "I.'IU";Z'::~.'. !~)!'lhi' lil51 (1."1; '.t'lÎl':~ Lire:

Year Eanigs Year Earnings

2111)11 535.0ul.l 2U03 S.W.!.\( 10

21111í S';-:.()(¡O 20nCl S";; ,(I(I(i

:un~ 5';8.()()0 200-: S";:;.O()(l

:,ll)~ 539,OUO 200t; s";-.()no'

21)1)"; S-3.00o- 2009 S-l9,UliW

. );,1/ i;"' i ,dr.' o( Iii¿:iic:ir pm' nn' 200... 2006, LOO-:. 20().\, diid ..(l()ôJ. i;'lirtÌlld! ii:,.""",",

l;j":!n:.'~'.': illl S-J5.()()U.

Yc.ir, 01 ~en'ice

Your total "years of service" include all completed years and months that you work at

Motorola after December 3 i, i 97ï.

Your vears of service end when your Motorola emplovment ends. If you are on an

approved leave or layoff when your employment ends, you'll receive up to i 2 months

credit for the period of your leave or layoff,

So,ia) Security

Your Social Security benefit is the estimated amount of your Social Security retirement

benefit payable to you at age 65. It is based on the Social Security law in effect on the

January i of the year you retire and your final average earnings. Your spouse's Social

Security benefit does not impact the dollar amount of your Motorola Pension benefit. If

your Social Security benefit increases after your Pension benefit is determined, \'our

Pension benefit will not be affected in any way,

MOT. ERISA

0701

~~ J, '.'~.:'.::"f.'.l':.'

. Your final Mfgi§~

earnings cali:latil)"

and your ytars of ,~::'

service include yers.;;

, you work at Motorot~

pastage 65: " . ,.;-

~.r

.

If you continue to

work at Motorola pa

age 65. the Social .

Security benefit

payable to you when

you retire wil be us

to determine your'

Pension benefit.

Pension Plan 0

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,-~~,

If you were a member

. of the Supplementary, ;'

Contributry , _,

Retirement Plan , ,', '.;

(SCRP) befre January ',..

1, 1978, your SCRP "

btnetit may be added .'

to your I\nsion ':" .'~

btneft See Page 21 ,

for more on this Plan. . . " ";~~'

o Horizons

Pen,ion Plan Formub

The Pension Plan formula contains many components, Because the formula changed

January i, i 988, step number one has two parts if you worked at Motorola before and

after January 1, i 988, In addition, each number is divided by 35 years. This is because

the formula prior to January 1, 1988 and the new formula after December 3 i. i 987

each required that you work at least 35 years at Motorola to receive the maximum

Pension benefit under the applicable formula,

Pension Formula

Benefit earned

1/1/78-12/31/87

Benefit earned'

after 12/31/87

Social Security

Offset

Pension

40% of your final average earnings

up to $20,000 plus 350/0 of your final

average earnings over $20,000 times

your years of service from 1/1/78-

12/31/87 divided by 35 years

+

75% of your final average earnings

times your years of service after

12/31/87 (up to 35 years) divided by

35 years

50% of your primary annual Social

Security benefit times your years of

service after 12/31/77 (up to 35)

divided by 35 years

=

Your annual Pension benefit starting

at age 65 (or at your retirement if

you retire after age 65), payable

monthly for the rest of your life

MOT. ERISA

0702

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For example:

Determining Pension Benefits if You Began Work on or After January 1,1988

ìoii begin lIorking aT MOTorola on la/wary 1. 1995. )011 reTire on f¡Jlllirl I. .703() ,¡¡ ¡J.,s

65. ì01l lim'e 35 years or 5en'ice. Y01lrfinaI m'erage eamings arc 5-15,000. and i'oin illn?ii,¡J

Social SeClriTl' benefiT is 513.440.

Benefit earned

J fl/ï8-12/3 LIS7

(Does not apply to \'oU í

Benetît earned

after 12131187 S33,750

( 75°0 of S,Ei,OOO times

35 years divided h 35 \'ear,)

Social Security

offset - $6,720

(50Qü of SI3...lQ times

35 years divided b\' 35 \'ears I

Annual Pension

bendit = S2ï,030 (533,750-56,720)

lÒí/r s¡Jlarl' iii Tlie rear yoiileai'e .\lotorola is 549,000. The taMe /Icloll' compari-, l'Our

t¡Jkc-IwlIe pal'lO your rctiremeii iiicome.

Before Retirement Afer Retirement

Sabry 549,000

Pension S2:-,O.'O

Social Security 515.440

¡;

Total 5"¡Y,OOO 540,4:-0

Less Social Security Tax 53,749

Less Federal Income Tax 55,580 S2.~X:;

After-tax income 539,671 S38.1 85

R,'si.lT: Iii ¡hi.' example, rour retireme1l ¡¡colle ii'oliid repl,ice 9ti"" o(nl//1 IÌii,d

Take-home pm',

Pb-"íon Pla,1l.. 0

MOT - ERISA 0703

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 12 of 74 PageID #:3558
~ ~Jn¡Y;701" W ~ ./JL '-

For example:

Determining Pension Benefits if You Began Work on or After January 1, 1988

),)¡i ¡'i~~dll \1't1rkill..t. iH .\lt1Ttn\)ìli i'l1 !il!lljdlT 2. IY.-S. )'¡i¡¡ ltt!."t .": ,:,;1:' .' ~I :.' .;: (i,"::

ti.=). 1:l1l1liin.~ 3.': "L~dr.: ot5t-n'/i-t". )~)!/ hil:"(' 1f! :'C¡ìf.": ("".'i",,,'ii'l' ¡\'t;,.", ;¡:'" .j\.)"",\ 1;.II'¡~

~5 \'t.',lr5 (1( ':i'n 'lÚ' diti.... L )~.:..-t.! ,',' !'t'~' _~ !. 19,'.-. ) ~ ':(!' ~ì !/d! i ;~\'.!. ;.'..t l.; ",':: i :..;: , . \. "'-;.::. ' I! I' ¡ .. ':.:

l"11;lr 17!p;udl .'¡li'it7! SL\-iiri¡:' 1\',i?l'tÌ: :,: ~;''' _~ri";.

ßel1c'ì( èarnèd ;-lil"" iil S::(I,lHIiI ¡,Iu, .~~' ,,)' :-'::;,;i,i.¡

i 'J ':-~-L~d3i 'S:- S4,786 timè:- 10 \'t.\1r' i.i¡\'ii~\.\.~ ~"\\ .~~ \~'.ir"

BI:Ill'tìt ,\irnèd

after 1':,3118:-

~:=(ll\ t)f S-l~.(iO(i Tin)i.." ~~ \.,:.~:.,

+ S:!4,107 diiidèd hi .':; IL',H'

Total = S:!8,893

SOCI,ll S,'curiti'

otr-,et

=,Ofl;i ot Sl.L.;I,,-+ tin¡.." .;~ \"i'.n..

- Sï,182 Lii\'idl'd h\' 5:; \L',ir,;

:\niiu.1J Pension

hèl1dìt = S21,7l 1 ~ 2~,~\.).'-:S-, 1 ~~ .

When You Are Eligible for Your Pension Plan Benefit

Since Pension benefits are for retirement, you may not receive Motorola Pension benefits

while you're working at Motorola. The earliest you mav begin receiving Pension benefits is

after your 55th birthdav if you have at least five years of service, or at age 60 with at least

one year of service.

Your Pension benefit will be reduced if your Pension pavments begin before you are 65

years old,

:\ormal Retirement

Your "normal" retirement date under the Pension Plan is the first da\' of the month on or

following your 65th birthday.

Note: The two examples above involve normal retirement dates and 35 years of service.

If you continue to work at Motorola past age 65, your total vears of service and eligible

compensation (see Page 4), which is used to determine vour final earnings, wil be used to

calculate your Pension benefit (up to the 35-year maximum after January 1, 1988), Pension

benefit payments begin on the first of the month after vour last day worked at Motorola, If

your last day falls on the first of the month, you will be eligible for a Pension payment for

that month.

MOT. ERISA 0704

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 13 of 74 PageID #:3559
Early Retirement

You may retire from Motorola as early as age 55 if you have at least five years of service.

You may retire at age 60 with at least one year of service.

If you retire before age 65, you may choose to begin receiving reduced Pension benefits

right away. If you wait until you are age 65 to begin receiving your benefits, You'll receive

100% of the monthly amount you earned as of your last day at Motorola instead of a

reduced benefit.

Pension benefits are reduced if payments begin before age 65 because the payments may

possibly be made over a longer period of time. The table below shows the percentage of

your maximum monthly benefit for each year that you begin payments,

Early Retirement

Your Age when Percentage of

Benefits Begin Maximum Benefit

65 100,0010

64 93.3Ofo

63 86.7%

62 80,0%

61 73.3%

60 66,7010

59 63.3%

58 60.0°/0

57 56.7°10

56 53.3%

55 50.0%

MOT - ERISA 0705

.

If payments start

. between two of the

.. ages shown

, (for example, at

age 62'/. a monthly

~';',~djustment wil

!-be made.

..' .

Pension Plan _

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 14 of 74 PageID #:3560
For example:

Determining Pension Benefits for Early Retirement

)(111 begaii t1'ork11g iit .\10101',1111011 ¡llIlIilIT 1.19-:8. )è¡¡ rClIrl',)!! Idlill,ì/T i. :;(1j(/ de ii.",'

60. ìàiiliiJl'C 321'Cir5 o(:iLTvicc i 10 n'iir, ¡',~t()rc fi1l1ldlT j, 19S,\ dili;:;:: \',,1".' ,;,'1,'1'

DcccI11,CI 31,198,-:, ì,i¡r/¡Il,¡1 11l'CI,I,,,e eii1' 1 11,":.' tire S-í5.¡)O(/, ,II;,; ,"i'' diU::", ,\",'jtl!

SÙïlriti, ¡'(le/it T'al'abíi- il oge ti5 ¡, S!-I..f(O.

Benefit eJrned

j! I /7~. L'!.31 !S7 $4,ï86

(40°0 of 520,000 pIll;; .3'="11 i)t S2.'.llll()

timö 10 \'tar~ dil'idtLÌ 101, .;,= Ic',ir,;

Benefit tarned

aM.tr 12".3 Ji87 -, 521,214 (:-.'o" of 54'=.000 time,; 22 1':,¡I'

di\'idtd h' ,:,= war;; i

TotJl = 516,000

Social Stcurit\'

offset - 56,583

(30°1, of 514,400 um",

32 "tJb di"idtLÌ ri\' _,,= \'t,ir, l

Annual Pension

Ioendii btginning

at65 =519,417 (526.000-5ti.:;,'_' '

Annual reductd

Ptnsion btginning

at 60 = 512.951 ttiti,7"" of SlY.4 J:-

lfYou Leave Motorola Before Age 55

You are eligible for a Pension benefit at your retirement if vou leave ;\'lotorola before age 55

and have at least five years of service, The same formula is used to calculate your benefit.

Because years of service is one of the factors determining vour benefit, your Pension

benefit will be much lower if you work significantly less than 35 years.

You may begin to receive your benefits at the normal retirement age of 65, or you may

choose to receive a reduced amount beginning at age 55 or after.

G Horizons

MOT. ERISA 0706

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 15 of 74 PageID #:3561
For example:

Determining Pension Benefits if lou Leave Motorola Before Age 55

ììlli ii¡'~dll \\ll'kilig lìl .\10'01'(11) 011 ¡dllll,)IT I, I Y88, ì,'lilcd\'t' .\II1/ol'iJI,¡ iJIi ¡,¡¡;ii"

19'-,\ d! d.C" .l(), l(J1I1' iìlliil i/'t'I'I),l?t' ('omiii,(;: m't' S..5.000, ,ud 1\'1i ,Pllliliìl Slll';';'~",¡i'

h,'ii,'i/¡ p,mlÍ'lt' ill d,l?t' 65 I;: 513..-5:'.

fkl1èiìi èJmè,)

L i7,,-1~ '3Li'7 i Dne' nnt allh' to \'n!;

Iknètìt t\lmeJ

att,'l 1~',idg7

, :- :;,)" i)t S'l :;,000 timt'~

$9,63 10 l'èJr, dil'idL'd bi' 3:; \'t',ir,

Sn(I,l! Sè(uril\'

(\tf~èt

i :;0"" of S 13,:-:;~ iimó

- $ 1.965 10 \',ir, dii'idt'd jw .''':; \'è,ir,

.-\iiiiual Pt'nsioJ)

bèiiètìt bt'f'innins

~1t 65 = $7,678 159,6.13-51 ,tfti.;!

If You Arc Totall\ Disabled When You Retire

If vou have a permanent and total disability that makes you eligible for Social Securit\'

disabilitv benefits. vou may also be eligible for a Motorola Pension Plan benefit. Your

benefits may begin as early as age 55. You do not need five years of service,

If vou receive Long-Term Disability benefits under Motorola's Disability Income Plan at

the same time you receive Pension benefits, vour Disabilitv benefits will be reduced by the

amount of vour Single Life Annuity Pension Benefit, whether or not vou choose another

form of Pension benefit payment,

Your final average earnings and Social Security benefits used in the Pension formula will bt'

determined as of the date your active employment terminates due to disability. You will

receive credit for veal's of service for the time earned prior to your disabilil\" as well as

Clt'dit for veal's of service during your disability until the date your Pension benefits begin.

If vou choose to begin receiving vour Pension benefits prior to age 6:;, vou will recei\' a

reduced benefit based on your age, as well as a reduction based on the pavment option yOU

elect to receive other than a Single Life Annuitv, If you wait until you are age 65 or the date

Long- Term Disabilitv benefits end, if later, vou wiJI receive 100% of the monthly amount

you earned as of the date your benefit payments begin, less a reduction for the pai'ment

option chosen other than a Single Life Annuity.

MOT. ERISA 0707

Pciisioii Plaii e

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 16 of 74 PageID #:3562
G) riori2uiiS

For eXl1mple:

Determining Pension benefits if disabled

)~11/ Ilt~"i.ri1l1nnf.!1;~( t1: .'.!ilTilf¡'ld \'17 !dlll¡¡I"ì 1. jt),-\\. ):'/1 l\-\"¡),i,i:: .n.'".

199-1 ill otc:;Y i711d clt"\:; ti) /'t',l.l1: rlY(i\'IIl,i: \'(llir .\J,irt)¡t)¡iì Pi"L,:¡\,:': ..ì" ;'.'!:."';~.~ 1';,'

!d7l1U1~T j, 19')5 (1f ¡1:?t' t"(J 117 ¡!;t' r~)r,l11 \'(d f(l:J!J 111:ii ~\li1Tn'\I' ;' ~'ìi i

(¡)!ii/,'1j-l'ùlr..:t1l.'l'ri.llt.iird...Y(ì(1 in~i'd.I'.""¡'lt(17'i'J(Ul!f1ì"~ 1. .it/\.,.(". i'. .,

':.1' ..

l)ù.i'!,!!'(," 31. lLJS- ili'i~l1'¡.' l"¡'ii lIt'¡-¡Ul1i' iil..:tl¡~l:.".í'. diiif ;' ~:ri'iii:i'i~: ,',I,':,

lit i,l ¡JIi' ii¡l:i" \"¡'it!. ¡'CI1L-~r1i5 ¡ll~'l1j '. ìilllr tÌndlin"l'fd,('t' i'ITl'!;:':,"'.": d."t' ::-;5,1!¡ /1,'

dlUll¡dj ..\¡)L-jd! SCi:IlrIi.\' di..i1hiiitï l'tï!t'iÌi' L": S J ~~. ,-""/'; 11.' (lt rii,' . ;'.ì;~' i,t :', ,~;"! ¡;"';,;

Bc'lk'iì! eJr:c'J

J i:-I'-12 51~- 54,786

IknC'lr t',irnèJ

~it!c'i- i 2 '.~ i '~:- + 56,750

Tot,i! = 511,536

~(\,--i,il SèÙiri!\'

off,è! - 53,349

_\niHi~l! S¡i~~L:.' Lite'

.\nl111I!\ !-'c:n,io!l

bc'!lc':ìi .1' ,l~;;' (':' = 58,187

Sjn~k Lit'" ,-\nmii!\'

Pc'lbion bene'ì; JT ,ì~c' hi I = 55.461

1,',nt 0; ~iin'i\'\l

,-\nnuit\' Í1L'ilL':it ,l! .1:,c 1'" = S.L7:;1

!: i'il/i i'ii'i'r tt;. ~"lli'¡:'i' ì ¡'ii,'" j)i'I:.';i,"~ . ~ ;l .¡ d, ",

I )....;,;;1;.!;7.1 ¡'tn¡~1Ìr.', fl¡t :)Ui....,'l l.¡r~' '1f;I:,':

L!)l;.,'.- -r'f!.': J)l,';i1!~:",;:f:' i1iïit.li:.'; t':,-'; ,ri:l,:.-

11; :h~' ¡~l"¡¡i i" iì i¡in;; ,-' ,'U1'1;iii; .~¡;ij

;4()"" of ::20,IIi\JI ¡,it:, ,;.;' ,': ::2.;_tl(i11

tinli'~ 10 \\.'~1r~ \..:\ ¡dt.'\.: lv, .~:t \i'.1r..

; :-':il(i l.\r' S-l~,lI(iiì ¡lilll,:'

\'t~lr' Lii\i\ji'i~ ¡')\ .'."' .. ;,..1:-..

:,-l,7~t'-:'().:-='\l

i_=.n"" ,it 5 I.~,-,,:- tim,',

di\idtJ h\ .-;=. \c"1r,

...1.'.1 r..

~ ~: ."~,;I"-":.~,"~-;\.!

S,"\, J ,~- tii11t.... nt'. -";1

':;,-i" I til1h, ,'.

.'ii'j;''' ;'Ui:t :'(J;i ¡l'"t , ¡ :lll:.:_ J~'n!l

\ )"5,-1(\! ,:" =;.'t,' ,'t r';l: ¡'i )/(r

i~ ",1/ ,'i'l'i '.'; 'i' :;. . " ",:, I'.' ", '!;,'1:' 1)' ...., -51

MOT. ERISA 0708

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 17 of 74 PageID #:3563
Choosing How Your Pension Benefit wil be Paid

If the value of your Pension benefit is $3,500 or less, you wil automatically receive a lumpsum payment. You may take the total benefit as cash, or you may have Motorola roll it over

(for example, into an Individual Retirement Account, or IRA).

If the value of your Pension benefit is more than $3,500, you have four options for

receiving your monthly benefits. The option you choose will determine the benefit amount

paid each month.

Your Pension Options At-a-Glance

Type of Your Your Spouse's Your Beneficiary's Spouse's

Annuity Benefits Benefits Benefits Consent

Single Monthly No payments to No payments to This option is

life payments as long spouse beneficiary automatic if you

as you live after are not married

retirement when you retire

and don't choose

another option.

Qualified Reduced monthly 50%,7SOI,or No payments to This option, with

Joint and payments as long 1000 of your beneficiary a 50% spouse

Survivor as you live after monthly benefit benefit, is

retirement after your death automatic if you

for as long as are married when

your spouse lives you retire and

don't choose

another option.

Joint and

Survivor

Reduced monthly No payments to

payments as long. spouse

as you live after

retirement

LifeTen Years

Certain

Reduced monthly

payments for life,

but guaranteed

for at least ten

yea rs

Your beneficiary

(spouse or other)

receives

remaining

payments if you

die before

payments are

made for ten

yea rs

5()o, 75O¡o, or

100 of your

monthly benefit

after your death,

for as long as your

beneficiary lives

Your beneficiary

(spouse or other)

recetves

remaining

payments if you

die before

payments are

made for ten

years

If you are

married when

you retire, you

must have your

spouse's

notarized

consent to elect

this option.

If you are

married when

you retire, you

must have your

spouse's

notarized

consent to elect

this option.

MOT. ERISA 0709

,~

Each option is a tye

of "annuity; which

means a fixed amount

wil be paid each

month for a specific

period of time.

Pension Plan CD

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 18 of 74 PageID #:3564
~

. If you retire and are

marred but have not

, eleced an option, you

wil automatically,

· d . reive the Qualified

,..,;Joint and 50

..' Survvor Annuity.

CI Horizoll

Single Life Annuitv

Each of the benefits determined in the Pension examples so far have been Singk Life

Annuities, This means you'll receive that fixed amount eYerv year (paid monthh-) for as

long as you live after you retire.

If you are not married when you retire and do not choose another option, you will

automatically receive the Single Life Annuity option, If \.ou are married when yOU retire

but would like the Single Life Annuity option, you must wai\'e the Qualified Joint and

Survivor Annuity and have your spouse's notarized consent in writing.

Qualified Joint and Survivor Annuity

This is the most common annuity received by married retirees. In faLt, if yOU are married

and would like to choose a different option, you must have your spouse's notarized consent

in writing.

With this option, your monthly payments wil be reduced in order to provide your spouse

with monthly Pension benefits when you die. You choose whether to provide your spouse

with 50%, ¡5%, or 100% of your monthly Pension benefit. The higher the percentage you

choose for your spouse, the more your benefit wil be reduced. In addition, the younger

your spouse is, the more your benefit will be reduced. This is because more payments will

likely be made during a younger spouse's lifetime,

The table below shows the percentage of the Single Life Annuit\, benefit you would receive

based on tivo factors: your spouse's age and the percentage of benefits yOU choose for

your spouse.

Joint and Survivor Annuities

And You Choose This Percentage

If Your of Benefits for Your Beneficiary:

Beneficiary's Is: 50% 75% 1 00%

5 or more years 91% 87% 83% -i:r

older than you CD \i'

87% 82% 77 % (1 v;' :: ..

Within 5 years of your age ; ~

:; -0 -0 n

5-9 years 84°10 78% 73% '" .. -, ,.

c. n

younger than you :: .. - o '" '"~

10-14 years 82% 75% 69% g ~

younger than you ~ vi

.. -, - ::

~ lO

15-19 years 80°/0 72°10 66% 2

i'

c:

younger than you

c: ..

:: n

&. ~

::

20 or more years 76°/0 670h 60% ..n ::i:

younger than you ~

MOT. ERISA 0710

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 19 of 74 PageID #:3565
Joint and Survh'or Annuity

Thi, annuity is identical to the Qualified Joint and Survivor option except that Pension

benefits are paid to a beneficiary other than your spouse upon your death. You ma\' choose

this option whether or not you are married.

The information and table provided under the Qualified Joint and Survivor section also

apply to this option. Please refer to the previous section for details.

Life-Ten Years Certain Annuity

This last option guarantees you wil receive Pension benefits for at least ten years ( 120

monthly payments). In exchange for this guarantee, your monthly benefits wil be reduced,

The amount your benefits are reduced depends on your age when payments begin, You'll

continue to receive payments for as long as you live. If you should die before receiving all

120 payments, your beneficiary will receive the remaining payments, up to 120. If you

receive payments for more than ten years, no payments will be made to your beneficiary

upon your death.

The table below shows the percentage of the "Single Life Annuity" benefits you would

receive, based on your age, if you elect the Life-Ten Years Certain Annuity option,

Life-Ten Years Certain Annuity

Your Age When

Payments Begin

66 or older

Percentage of "Single Life Annuity"

Benefits Paid to You

900/c

61-65 94%

55-60 9601

Chan¡Üng Your Annuity Option

You ma\' choose any of the above options for the payment of \'our Pension benefits. You

may change your decision up until the time vou begin to receive benetÎts.

)iiur Spalhe', Consent

You must have your spouse's notarized consent if:

. vou are married at the time you retire; and

. the value of your Pension benefit is more than 53,500; and

. vou choose any option other than the Qualified Joint and Survivor annuitv.

In this case, your spouse must personally sign the Requcst (or Pl1YI1CIl or BCl1cfìt, form

before a notary public or Plan representative. In addition, he/she must provide

identification that he/she is actually your spouse.

~

Pension Plaii Ð

MOT - ERISA 0711

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 20 of 74 PageID #:3566
e:. l' "ZO 5 ~ jOti n

If You are Married and Die Before Pension Benefits Begin

If you are married and die after at least five years of service, your spouse is entitled b\' law

to Pension benefits as a Qualified Pre-Retirement Sur\'\'or Annuitv. The date benefits

begin and the amount of benefits paid to your spouse depend upon whether you die

before or after age 55.

After Age 55

If you die after age 55, your surviving spouse wil receive a 5000 Qualified Joint and Sun,jn)r

Annuity as if you had chosen this option and retired on the day before your death. Your

surviving spouse may elect to start payments at any time between the date of ,'our death and

the date on which you would have turned age 65.

For e:.ample:

Survivor Benefits After Age 55

):11, J:,ìì't"t1¡j'ì(O'uùilll1lllilll Pt'U::¡(ll: ilt';:t',~-~': i,l~!5.fJO!lr't.' ':li:" ;''.!-'", l, ,;.:, ¡',':. L'::

,7:1.: iH dS:t' ("\0, ¡lL~t(lrC 11111 ht.':.líl It) rt\'L':\'~' j\,!;.,;¡ii: il('!l(f!r.,. ),);;,.... '~.':;_'l

"(\::1; rÙ'i'1ì'l1ì:; lli'l1i~rÌrf Ol1llil.: lÌ/'::¡ â,;~' t~: :¡;;.' J.:;tìi';/¡ (l!fi',' :'(l;r:' ,;.1" " .:, ,.

;\iinu.il bendìt pai'able ((\ l(\lt .It .1':,' (',~

i~i'iiucti,)ii for age (1(1 retili'l1c:l1:

s i 5.()()(I

X (i(i.~(td

:\nr:l.:i~1 hl:'nt~:ì! r~l\'.1hL.' 1,1 I.\\i.~.n .:~,. pi s i i J.)(l~

;\jiuSlmcnt Itir liiin: .inci "l::'\'!\": ,~ i

(lptwn 'Sp(lii~e ~ame .i:;C.b \i\t: ). ~-l",.

:\i:nu,il bi'l1L'ì¡ p.il,ibk It' \i\l: .': '" \ :11'

itk j,iim and Sun'iqii 'Tiii'!: S,'-.:-Il-

:\n!lL;.11 htlìl,'tì¡ P,l':,lhk' it' \t\',! 'n

~l)\)l1't' 1)11 thi~ iìr,¡ I..L¡~.. ('I! :"~,,': I'. ¡;:_

I"'lll dc'.llÌì ,~(\"" S-L.~ ~ ~

MOT. ERISA 0712

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 21 of 74 PageID #:3567
Before Age 55

If you die on or before age 55 with at least five vears of service, your surviving spouse will

receive the 50% Qualified Joint and Sun'ivor Annuity as if you had separated from service

on the date of death, survived to age 55, and retired with this option on the day vou turned

age 55. Your surviving spouse may elect to start payments at any time between vour Earliest

Retirement Date and the date on which you would have turned age 65,

Fiil' cx/ln/pit:

ti,j .:1;;:",' IP; di.~..~nit'i dJlJij/il! PL'rl:':;tnl Ill.~nf.JÌr tit515.l)rJO r£lt'dli!i." t71 tl~,,i' (1_;, Lii1 ii'it. dl i;,(t'

5,!. :'::;l!"t' ',"l),; 1\',":';; :1) l-t\'i'i:'i' Pi'!ISIt'1ì bi'l1L'tÌlf. ì~)iir ...:11 JT1i 'Ín,i. 5rtllL't"111dl' bt'..~in ri'(t':~'!.I:::

ilt'!i~':ìl.~ l~!~ i,'it' l"ir.,"; (),tlii' nl(lJjTJ¡ f;)lt\iH'I1l~( 1),1.' ddrt' \'i)ll H'(lidd Iidl'C rl/nicd 55,

:\i1Il;.,! bend!: p.ilJbìè to \'()U .11 elSè (,:;

!~Ct~ULl¡t)11 fdr ~1ge :;.: rttìrtnlc.~nt

515,000

x :;0°0

.\r:;;lial h:llèrÌ: r.1\,ibk to \'(ill .1: .1f:t' :;:; 57,500

.-\Jiu,tn1cnt lnr Joint .inJ SUl-.i\'or :;0°0

(\~\;Jilj; J_..~Llnit'~ ~pClll~t :'~lmC' Jgè ~l~ ynu j x 8:-°0

,\r:rii:~i1 hcndÌt p~i\'Jbì\C ¡" \OU at:;:; \\ith

:;ic 1\ 'il: ,m,i ~ur\'i\i'l i)pt il111 S6,3:';

\:~;H:,~! :')\.'lh:jì~ lì~;\-J~'\k" ~i) \dUr "",ul\'l\ ins

'~'\-IU:"I.' ,ì: \'()ur ~5th bjrthJ~l\'; SOlI,; 5.3,26.3

Estimating Your Pension Benefit

You may ask vour local Human Resources representative to print out an estimated

projection of vour Pension benefit. You choose the retirement age to be used in the

projection. Please be aware that this is ,iust an estimate, because your final average earnings

and Social Securitv benefits can onh- be estimated at this time,

.

.

Asking for a Pension

estimate can be very

helpful in planning

your long-term

savings goak and in

dc:ciding which

Pension option wil be

bcst for you.

Pension Plan CD

MOT. ERISA 0713

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 22 of 74 PageID #:3568
r,. .'~ '_I). .,_'. ";.

'~4:ýou an rm" '. . t~. ., .

.c: \Rtt Benefits

;,;;~~ministion at

,r~~:~~~~-~29., '

G) Horizoiis

,~~.:~.

~l~~suPPlemental Pension Plan

The purpose of the Motorola Supplemental Pension Plan is to provide benefits for highly

compensated Motorolans whose Pension Plan benefits are reduced b~' the IRS annual

salary limitation (Section 401 (a)( 17) of the Code). This limitation is subject to change

each year (the 1997 amount is 5160,000), You will be considered a highly compensated

employee if your eligible compensation used to determine \'our Pension benetÌt (see

Page 4) exceeds the IRS annual salary limitation.

The Supplemental Pension Plan is a non-qualified plan, which means benefits are subiect

to FICA and federal income taxes. Therefore, you wil be personalh' contacted if you

become eligible for the Plan.

Eligibility

You are eligible for this Plan if:

. you are at least 55 years old and have at least five years of service;

. you are eligible for a Pension Plan benefit; and

. your Pension Plan benefit is reduced bv the IRS annual salary limitation.

You are not eligible for this Plan if you participate in the Motorola Elected Offcers'

Supplemental Retirement Plan.

Benefit Payment

If you are eligible, your Supplemental Pension benefit will be payable each month in the

same form as your Pension benetìr. Your Supplemental Pension benefit will begin and end

on the same dates as your Pension benefit.

The monthly amount paid to you is the amount oy \,'hich your Pension benefit is reduced

each month due to the annual salary limitation.

If YOU think yOU may be eligible for this Plan and would like detailed information, contact

your local Human Resources representative or the Retirement Benetìts Administration

oftìce.

MOT. ERISA 0714

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 23 of 74 PageID #:3569
Supplementary Contributory

~' Retirement Plan

Before January 1, 1978, Motorola's Pension Plan was known as the Supplementan'

Contributory Retirement Plan-SCRP for short.

Participation in SCRP was voluntary, and if you chose to enter SCRP you made

contributions to the Plan. Each member of the Plan contributed 5% of his/her annual pa\'

over $7,500 (on an after-tax basis).

Your SCRP Benefit

vVhen SCRP ended on December 31, 1977, the amount of your SCRP benefit was "frozen."

This means that whatever benefit you had earned at that point wil be the same amount 0

payable to you when you retire, If you retire before age 65 and elect your Pension and '~'

SCRP benefits early, then your SCRP benefit wil be reduced just like your Pension benelÌt.

See Page 11.

You have two choices for receiving your SCRP benefit:

. You may have the SCRP benefit added to the benefit you earn under the current

Pension Plan. In this case, both benefits will be added together and paid to YOU

monthl\' when you retire (through the payment option of your choice J.

. You may choose to take the value of your SCRP contributions and interest on those

contributions in a single lump sum when YOU retire or leave Motorola, plus receive J

reduced monthly SCRP benefit beginning at normal retirement.

Interest on SeRP

Interest on SCRP contributions is credited at the following rates:

January 1, 1958-December 31, 1971 3°10

January 1, 1972-December 31,1975

January 1, 1976-December 31, 1978

4,25°10

501

January 1, 1979 and later 6%

If vou choose to receive a single payment of your SCRP contributions and interest, \'ur

reduced SCRP benefit amount will be added to your current Pension Plan benefits pa\'al1k

to you at your normal retirement date.

If you do not reuest

, payment when you

leave Motorola, the

SCRP benefit may be

left in the Plan until

, you turn age 65.

seRF G

MOT. ERISA

0715

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 24 of 74 PageID #:3570
gi,

;': ~:. ~": r.

,',!'5ÇP bend are

paYable based on your

. . " age at your death

.' "(bre urafer age 55).

. Se.Pages 18 and 19.

.,.... r;;.. ,"

l) Hor.zons

If You are Married and Die Before Benefits Begin

If you are married and die before you begin receiving Pension benetÌts, a SCRP benetÌt \,'il

be payable to your surviving spouse as a Qualified Pre-Retirement Survivor Annuity.

If you should die before retirement, your spouse has two choices:

. a single payment of your SCRP contributions and interest rIm a reduced monthlv

benefit at your normal retirement age, or

. the Qualified Pre-Retirement Survivor Annuity payable beginning at vour normal

retirement age.

Your surviving spouse is automatically your beneficiary unless your spouse consents in

writing before benefit payments begin. If your beneficiary is not your surviving spouse, the

following will occur if you die before Pension benefits begin:

. your beneficiary will receive a single payment of your SCRP benefits and interest, and

. your surviving spouse may receive a reduced monthly benetìt.

If vou should die while not eligible for the automatic sun'i\'ing spouse protection, your,

beneficiary will receive a single payment of your SCRP contributions and interest. No

other death benefits will be payable.

Termination of Employment

If your employment ends for any reason other than retirement or death. vour SCRP

contributions and interest may be paid out in a single payment or left in the Plan for later

pavment to you as a single pavment or as an annuity. If vou are married, you must have

your spouse's notarized consent to receive the single pa"ment.

The SCRP benefit you've earned will become payable at any time on or after age 55. Your

monthlv SCRP benefit will be reduced if vou choose a single payment of your SCRP

contributions and interest.

Except for the single payment of SCRP contributions and intert't described above, the

options for receiving your SCRP benefit are the same as for current Pension Plan benefits

(see Page 15).

MOT. ERISA

0716

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 25 of 74 PageID #:3571
~"'''', :,.

'" ..,.

i. 1; (. fllji:

,,¡ II/JI:: P!iil¡ e

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 26 of 74 PageID #:3572
~",=:: ,

-~~ -- ~.

lfw;,;.;/,i¡:..

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 27 of 74 PageID #:3573
L: fk

_'~. Profit Sharing and

, Investment Plan

r; ~ Q;-'

There are three reasons to contribute to the Profit Sharing and Investment Plan:

o Tax deferral-you have more money to invest because your contributions aren't

subiect to federal income tax until you withdra\\' them from your account.

t' Four investment funds-you decide which of the four funds in which to invest

your contributions, Any earnings your investments make remain in your account

to be further invested. Your earnings are not taxed until you withdraw money from

your account.

~ Company Contributions-if you contribute to the Plan you'll be eligible for

Company Contributions to your account.

Your Profit Sharing and Investent Plan At-a-Glance

When you can begin contributing

You may begin contributing pre-tax dollars from your pay as of your first day at work.

The maximum you may contribute

You may contribute up to 17% of your pay to your Profit Sharing and Investment Plan

"account." The Internal Revenue Service (IRS) limits the maximum amount you may

contribute to your account each year. (The 1997 amount is $9.500,) This maximum will

be reviewed annually by the IRS and Motorola will communicate any changes to you,

The minimum you may contribute

You must contribute at least 10/0 of your pay to the Plan. If you do not make an election.

3% of your pay will automatically be contributed on the first day after you complete 12

months of continuous employment in which you work at least 1,000 hours. You may

change your contribution percentage if you later decide to contribute more or less,

When you are eligible for Company Contributions

You are eligible for Company Contributions on the first day of the month after you

complete 12 months of continuous employment in which you work at least 1,000 hours.

How Motorola contributes to your account

In addition to your own contributions, there are two ways you may receive Company

Contributions:

o Matching Contributions-made on a pay-period basis, and

~ Profit Sharing Contributions-made at the end of the year.

Each year, depending on Motorola's profits. you may receive one of these contributions,

neither, or both.

MOT- ERISA 0719

.

';.You must use the

, :T1ME syem to

change your

,:' 'contribution

pe~ntage. You

, may request a change

'1lnly once in any

':. three-month period.

'i~~'. .'

.

l _~:.

., You'll be eligible for

':'~tte iimum :'

~;;"Company

':Contbutions if you '

: : èontrbutè at least 3~

'.:. of your pay to your

:~accnt

..?:,~..:.'

Pmíit Sharing &

Il:ieSrmeii Plan o

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 28 of 74 PageID #:3574
~..

In 1997, this IRS'

, Jimittion applied to.

:, :7 cmplay wit .' ';_

.. annual salañes of. ", .

$160,00 or more '

;".:,',4;

'?ilb prot"",",

~'~~'W'.4I:or'~ighêr,¥"'t

; -- "ati but one ~i fr~~.,(

:",:;, 986-ml~..",'_;.,,'~')~,;.:,r

"7. ~ s,,":~:~~~"'~' ~ ~..

~

f) Hurizoi,s

Your Contributions

You decide the percentage of your pay that vou would like to contribute to vour account.

The percentage you elect will be taken from each pavcheck and added to your account.

You may begin contributing to your account on the da\' \'u are hired. There are limits to

the amount you may contribute each year.

. Minimum contribution-To encourage long-term sa\'ing, the Plan requires that

you contribute at least one percent of your pay after one \'ear of service in which

you work at least 1,000 hours. If you don't make an election. three percent of vour

pay will automatically be contributed to your account beginning the first of the

month following your first anniversary. You mav increase or decrease vour

contribution percentage by calling the TIME System (l.800-5iì5-5700L.

. Maxum contribution-You may contribute up to I ;'\, of \'our pay, not to exceed

annual IRS limits.

Your contributions are transferred to the Profit Sharing Trust as soon as they can

reasonably be segregated from Motorola's general assets, but no later than the 15th

business day of the month foIIo~'ing the month in which contributions were taken from

your compensation.

Your Ta.x Savings

Your contributions are not considered part of your current earnings. As a result, they are

not subject to federal income taxes, or the income taxes of most states and cities. Your

contributions are not subject to these taxes until vou withdra\\' them from your account.

This means more of vour earnings will go directh' into your account-therefore, you have

more money to invest.

Company Contributions

There are two v,.ays vou mav receive Companv Contributions each vear. Both types of

contributions depend upon J\lotorola's protìts, You are eligible for Company Contributions

after one year of service in which yOU work at least 1,000 hours.

l\latching Coiitributi"ii,

Companv I\latching Contributions are made to your account it. at the end of the previous

year, Motorola's profit after tax (PAT) is at least four percent of sales,

When a Company Match is made, YOU receive Matching Contributions to your account

every pay period of the Year. The amount of the Matching Contributions depends on the

percentage of pa\' \'ou contribute to \'our account.

Motorola will match one dollar for every dollar \'ou contribute on the tìrst one percent of

your pay you contribute to your account, and fift\. cents for t'\'en' dollar on the next two

percent of vour pav you contribute.

MOT. ERISA 0720

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 29 of 74 PageID #:3575
For eXilliple:

At "¡'tn' ¡,nd, .\!ororolii', profÌ¡ iitTer tii." PAT í' -;'" e'! ,";òl'_',;iíi'~,"il;i, " \.'..,..,

lt.j!l llL' 111d,h' r(l the !7ù~oll1¡¡.' (~(i1!! iliS:il1Ìt' .\j(llil1:liiu:,': :;~.. ;."1 (.,":, :...- ;'~"'"li; i\' .

1~)!I(H1.it;~-: t't'df, LCli ~d~'l'OIl ((!llrrihutl.- _':1',. '!,.:;(l11 ¡l' :'\);," ',~;I,f1¡!,; .-.;_;,ì'"

Shdri1f.i: in:ii' !Ul't':-":nli'l!! P;'711 dt\"'lIlU!. Th;.' \Llr¡-j;!_i~...' ~ ,II'"

i'i':,(i(!():

0'0 of Pa\' You Your Monthly Your Annual Company

Contribute Contribution Contribution "latch

F J r'~ ", s:~ ::,::01' S i ti i;" L'.L~':~ :-J

,

~t\,"i inL~ 1'1 ~ ,'-¡Iil ~;:'.: :¡\; i.".. . ~ :

Third 1"' . " ~:i ~(J!; :;(.1.. Tt ll ;.:,1"'1: S ¡

l..i:-t

' ,

- :;0 ('I ¡( i :\, ' \ L:! \..~~

Tot31 SI25 Sl,500

'\Iaichin¡:

Contribution

,-\nn:.:..

'\la:~;1

~.:~

12..7;, ,

1':..;;

"

S50 S,,(J(l

Although vou don't receive a Company Match on anv amount above the 3°/0 of pay \'OU

contribute to the Profit Sharing and Investment Plan, every additional percentage vou

contribute can really add up over the years.

Protìt Sharin~ Contributions

When ?\1otorola achieves financial success, vou do too! In addition to the Matching

Contribution, a single Profit Sharing Contribution may be made as of the end of the year

to all eligible participants in the Profit Sharing and Investment Plan.

:\t year end, if the Profit Sharing formula results in a Profit Sharing Contribution that ¡,

greater than the total Matching Contributions paid over the course of the Year. then the

difference will be spread among the accounts of all active participants as \,'e11 as employees

who retired during the current year.

Your individual share of the total Profit Sharing Contribution will be based on vour

contributions up to the first three percent of pay. In other words. to receì"e the maximum

Profit Sharing Contribution you must contribute at least three percent of your Pd\' to \'our

Profit Sharing and Investment Plan account.

Profit Sharing Formula

The Profit Sharing formula is i '/: percent of Motorola's worldwide earnings before income

taxes, The earnings are multiplied b\' the ratio of U.S. pa\'oll (except non-pdrticìpdting

subsidiaries) to worldwide paYrOll because the Plan applies to L'S,-bdsed employeèS onlY

VV'J;:d-,./,¡;de

us Fz.'::

x / ¡- c:, x

pr,::C :' \/~'0"~C~":. ',,,

ç - ", ,C,., ..

MOT. ERISA 0721

,~tl

-'. ;~:federal regulations

limit the amount of

-, Company .

. Contrbutions you can

"::~iv in a single

: yer. You wil be

.. notified in the unlikely

event that this limit

" ;'41pplies to you.

¡;,n::1 Sharing 6 ~

Jii¡ t5tnlt/lI Plan W

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 30 of 74 PageID #:3576
ø:.

i'~'- -'

The maximum Profit

~Sharing Contribution

that can be made is

15 percent of the

, compenstion

.' received by all

, .' partcipants during

the year for which the

contribution is made.

e HorIzolJs

The Profit Sharing Contribution grows as Motorola protìts grO\\-.

For example:

T¡1L~ tOJL1! ,\1'Hi'Ii171~~ C().':ri¡'ill/i).i~ ~;~,. iÌ,I.~ ,ri;.:,:;~.:tlii.;j., :~1" ~i.'i' ~.::.

.-t reor t'!ld. ri1r: )JrOfÌ: S,iiì~':.lI.~: eil!::"::"::::i)': 't)"';!i:,¡.;'i':~;i.'.,~, ;0'_ ¡'

Jii\'illl~i' rIii' f~innli!ti iU'i('IIP,': :.' ~'."'i'¡;::'" 7:;,;'.' :"1:' i¡l¡li," .\j,;:i",;:-I:..,: i

, "\:' " ..::, \':.

t7,;¿~'.!'i'!I~':.'-5 ¡if .J.l;;'.I:/j~;;_::-,':;,,:' ''- .;:.....'r.' ,,:::i.".::,' li.J,: :-".~";,.'::'."

Protì¡ Sh,1rin~ (:,'ntrihii¡i,ili hirmUl.l 5911 niilliul1

\Iatêhiiio, ('ll1d"ìti,\!~, 5¡:Ul1illiun

Protìt Sli;iriii,: \.:(\!~trih!t\l \i1 5 J U niil1i,lli

Your Share of the Profit Sharing Contribution

If the Profit Sharing Contribution formula results in a greater amount than the total

Matching Contributions, each particípant wil receive a Profit Sharing Contribution at the

end of the year. Your share of the total Profit Sharing Contribution depends on:

. the percentage of pay (up to 3%) you contributed to your account that year,

. the total percentage of pay (up to 3%) contributed by all Profit Sharing participants

for that year, and

. the total compensation of all participants,

Forfeitures

Forfeitures are the portion of Compam Contributions (both !\latching and Profit Sharing

Contributions) that are forfeited bv participants who leave Motorola before their accounts

become fullv vested. Forfeitures are used to offset Company Contributions.

If you leave Motorola and are not fulh- vested when vou leave, you may be eligible to have

vour forfeitures restored upon rehire, Contact the Retirement Benefits Administration

ofíìce for more information,

Investing Your Contributions

You decide how to invest your account balance, Your account balance includes your

contributions and any contributions made bv Motorola.

You mav choose to invest vour account in one or more of the four investment funds which

make up the Profit Sharing and Investment Trust Fund,

The four separate investment funds vou may choose from are outlined in the chart on the

next page,

MOT. ERISA 0722

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 31 of 74 PageID #:3577
Motorola's Four Investment Fund Options

Fund

Motorola Stock

FundEquity Fund

Investment Strategy

Motorola, Inc. common stock

and short-term investments

Long-term growth Diversified common stocks

and short-term investments

Investment Risk

Highest

Å

Objective

Long-term growth

Balanced Fund Long-term growth Principally domestic stocks,

international stocks, and

fixed income securities (bonds)

Fixed income securities Lowest

l

Short-Term

Income Fund

Relatively stable

account valuelimited growth

- Un to 25c:o of YOJr contributions rr,ay be investeà in the Motorola SWCK Fur.a, Trôns'e" from o¡ner 'i.ca, :;'tc

the MotOroíô Stock Fúnc may be maàe unti! YOU' Motorota StocK rund baiaGCe exceeds 25:'0 of your tota'

account balance,

Gains and Losses

As with any investment you make, there are no guarantees against losses, Each fund is

subject to increases and decreases in dollar value as the financial markets respond to

economic, social, and political conditions.

It is your decision how to invest your account. At any given point in time, your contributions

and those made by Motorola may have decreased in value rather than increased. In general,

the "riskier" Funds are more likelv to have greater "ups and downs" than less risk-y funds, but

may have a greater potential for higher positive returns over the long term,

Hisorical Investent Returns.

Balanced Equity Motorola Short- Term

Year Fund Fund Stock Fund Income Fund

1992 7.3 0/0 8.0% 61Ao/o 7. F/o

1993 11.0% 9,80/0 76.8010 6.60io

1994 -1.% 2.0°10 25.6°/0 0.0%

1995 26,1% 35,7% - 1,5% 10.0%

1996 14.6°10 22.3°10 8 AOlo 5.2°10

5 Yr, Annualized 11.2% 15.0°/0 30.SOfo 5.7°/0

10 Yr. Annualized 12.00/0 15.2%- 22.200 7.20/0

.Past perfùrrrônct' rriav nc: be an i!1dl::a~or cf f'j:~rt' ~r¡\:esp¡,~r,: ~~"'~.";"''' ~;.- c::

-The Equity Fund becCime ãVa!labte 11;/88 Tne"t;Jre" tr:e S-'ltZ' e~.. ,,;: ~.":: Yr:" .;,,,, .' ::cz:r::

MOT. ERISA 0723

fj

Ainual and historical

investment returns

of the Funds are

published in the first

quarter Benefits & You

, ,~agazine each year.

Pr(~(ir Sharing & ~

l1I,tsimeiH Plan W

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 32 of 74 PageID #:3578
~\

~v~

You must call the

TIME voice reponse

syem to make

, ,elecon changes Se ,

":.: Page 32 for man , ~: .';' : details. ' .

.~~':"~"'~r .. ~.

~

'. .~-.....;".f.:1 :....: :~.. r..."

;ir"''i.'t~-:-..- " '~ME' '.; ,~~ "";-!TØ mu us'.il tD, ,.

"XJ~~':f.::~J~;.

,:_'.' ::r~:.." : '~1 ", \.' ..... .'

o :.J0!':Z!''''

Investment Elections

After you decide the percentage of your pay you would like to contribute to your account.

there are two types of investment decisions you may make. You may:

. decide how to invest contributions to your account

. transfer dollars from one investment fund to another

Inwsting Contributions to Your Account

You may elect to have your contributions and Company Contributions invested in one.

two, three, or all four of the funds. You may invest up to 25°'0 of your contributions in thè

Motorola Stock Fund, You may invest up to i 00% of your contributions in am' of the othtr

three funds,

Your investment elections must be made in multiples of five percent.

For cxmnplc:

Ll!i nlt?~. "-/:t\1.'t' j,) liiìl'i' -f5",. ,l; ~ill l ,i)!:!;î!'!!:ii'';:': in: t'~íL'if l!,l 1"'1,:;.' -i-i" :!; d

.'-("l"tH!.; t;t!li1. )(lft ~n)1i¡llll11" ¡'l ¡lf1,\" ;,) :n~i'."l -i:;(';, t1( l'¡l:n ,"t1!!!,-;';,;!; ,l¡'l!:- . I. .. .' 'i::...:!i' r:ll1lt.

If you do not make an investment election when you join the Plan, 100% of the

contributions made to your account will be invested in the Balanced Fund. You may later

change your investment election, if yOU wish.

Transferring Dollars Bet\\teii ¡ t1l1th

You may move part or all of your account balance from one investment fund to another

fund (subject to the 250,0 limit in the Motorola Stock Fund).

You must transfer dollars in multiples of Sq.o.

For eXlll1plt.:

"h!;, !!1lÌï II:l'::;.tL" J .:'", 1)/ 'i," ;::,1,:':.1:' . ,/';,. ';'1:/1

nii;',' ;,¡i¡ ¡;',ì!:.'!l:. .',i:. .',;

\Vhen transferring dollars between one or more funds, you'll be askèd to make

two decisions:

o the percentage of your fund balance that you want transferred, and

€I the percentage of those transferred dollars to be invested into \'our

elected fund(s).

MOT. ERISA 0724

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 33 of 74 PageID #:3579
For example:

Let's say you would like 25% of your Equity fund account balance transferred out of

that Fund and split equally among the Balanced and Motorola Stock Funds. You would:

o Request thJt 25°0 of \'our Equity Fund b.ilance be

trJn~ferred out oi that Fund.

fJ Request thJt 50°0 of the trJn~ierred dollar~ he

iD\'ested in the Balanced Fund.

and

Request that the remJining 50°0 of the transierred dollars be il1'ött'i in

the \lotorolJ Stock Fund,

If, instead, you would like all of the transferred dollars invested in the Balanced

Fund, you would:

o Request thJt 25°0 of \'ur Equitv Fund balance be

trJnsterred out of that Fund,

fJ Request that lO()Oo of the transferred dollars be

in\'e~ted in the Babn.:ed Fund,

\\ 'hen You Can Change Your Elections

You may change your elections any day of any month, However, except for transfers out of

the Motorola Stock Fund, changes cannot be made more often than once in any threemonth period. You must make your election changes through Motorola's voice response

system, TIME, (See Page 32 for more information about TIME,)

If you make an investment election change before the last business day of any month, your

election will become effective the first day of the next month.

For cXlll1plc:

\;1/1 eiill 71.\1£ l1l .\I,ircil ::Sr/i rOlliilke ii cllilll."", \;1/11" 11,'1\' tli\'ii,l/i ¡It'l-(illlt':' ,'/Ì;..ï/i',' ,-irrì: ;,':

If vou make a transfer election before the last business day of any month your transfer will

become effective at the end of that month. There is one exception to this rule: transferring

dollars out of the Motorola Stock Fund.

Transferring Funds Out of the Motorola Stock Fund

When you transfer dollars out of the Motorola Stock Fund, your election will become

effective at the close of business on the next Motorola business day during which Motorola

stock is traded on the New York Stock Exchange after you make your request. Money

moved out of the Motorola Stock Fund is placed in an interest-bearing cash account until

the end of the month. At month-end, it is transferred into the fund(s) you elected. Once

the money is placed in the cash account, you cannot transfer it back into the Motorola

..... . ~-".. -

,,/.S~:i~;~~

.

If you are a U.S.

expatriate, you may

call TIME at 1-602-

675-9661.

Profit Sharing & _

hwcstmet Plan W

MOT. ERISA 0725

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 34 of 74 PageID #:3580
fti i'J

" : ~'.~ '. :~l'~':;-_:t:;~~~~

:'.TIME isconfidenpal;.;':;; ,

, ea'f to use, and" : ",.,'; t

aVailable virtually 24-: ",

hOUlS evry ~a~.~tm~r:~':

~

,:~. ..:' "'::"':i~. ~ ..,::.:"; ,~:;~ :~. ./';-:!':"/ ":'~~Duii!lantnI~' ': :"

"~~;~:::;-:;t~rt~r~t~

, generated PIN toà, "_,:'

. ..E'5~n~m~r, th~t is .siniple:':S:

,'.2, ,: for you to I'member:~';~,:'~.:

.,,:butTíotea'f for ~'" "...

"':::', otheistò gu.es -. ......~-;,fi

. ":. :;:~~. .:.... ,- ":~:-' ; ~:..::-. ~~. "'::1

Q) !forizOJ?s

Stock Fund. Howewr, you may elect to have the money transferred from the cash a,:üiunt

into a fund or funds that is different from your original e!e.:tIon, if \'u make the requöi

before the last Motorola business day of the month.

If you elect to transfer any part of your balance out of the r-lotorola Stock Fund, \'OU \\'ill

lose the potential "net unrealized appreciation" option l described on Page 58 ì on the

amount YOU transfer.

Use TIME To Get Information and Make Elections

TIME is Motorola's computerized, interactive telephone system, TI~lE helps you get 'Proiìt

Sharing and Investment Plan information and make elections at the touch of a button. All

you have to do is call1-800-585-Sl OO-toll-free-and follo\\' the step-b\'-step directions.

Three Things You l\eed to Cse TI~lE

To help ensure confidentiality and to meet federal requirements, there are three things

you'll need to do to access your personal information on TI~lE:

o Complete an authorization card

Signing this card allows you to make elections through TIME. You onl" need to

complete this card once. If you haven't submitted a card, you may get one from

your local Human Resources offce,

fJ Know your Personal Identification Number (PIN)

Just like your bank card, you need your PIN to access your personal information or

make elections through TIlvlE. Your PIN helps protect your account information. If

you've misplaced or forgotten your PIN, vou may request a new one by calling

TIME. \'..hile vou are waiting for your new PI;' to be mailed to your home, you will

be unable to access your personal information on the THvlE system.

~ Know your Social Security number

As a second layer of protection, you'll need to enter your Social Security number

as well as vour PI;' whenever vou call to access your personal information or

make elections.

"'hat 1'1\1£ Can Do lor You

You may get the following information about your Profit Sharing and Investment Plan

account when you call TIJ\lE:

. your account balance

. the percentage of pav you contribute to your account

. your investment fund elections

. outstanding loan balances, payment amounts, and loan interest rate

. amount available to borrow and payment amounts for possible loans

. amount available for hardship withdrawal

. descriptions of each investment fund

. investment returns for each fund and benchmark return;.

MOT. ERISA 0726

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 35 of 74 PageID #:3581
You may request the following elections for your account (if \'OU have submitted a TI~1E

authorization card):

. transfer existing account balances between funds (written confirmation is sent to

you when the transfer occurs),'

. change how vour contributions are invested (written confirmation is sent to you

when the change is requested).'

. change the percentage of pay you contribute (written confirmation is sent when the

change is requested in addition to the confirmation on your paycheck after the

change occurs).'

. request a loan from your account (you will be sent a Loan Note and AcblOwlcdgmC1t

form to fill out and return). You may elect to have the Loan Note and

Acknowledgement form sent to you by fax or mailed to your home address.

. You may change or cancel your monthly elections at any time prior to the last business

day of the month in which you made your initial election,

Htm to lSi' Tl\IE

It's as easy as dialing the toll-free number-I-800-585-5100-and following the step-bvstep directions. The chart below shows you the telephone pad numbers to press for each

option,

To Use TIME Call 1-800-585-5100 (Exatrates may call 1-602-675-9661)

. Enter your Social Security number

· Enter your PIN (if you need a new PIN, press #)

o Account Information

ana Election Requests

1. Account balance

2. Contribution percentage

3. Investment elections for your contributions

4. Transfer existing fund balances

5, Hardship withdrawal amount

1, Current loans

2. Amount you can borrow

3, Loan request and sample loan amounts

~ Loan Information

€) inves¡ment Returns

o Gerer3: P:ar:

lriforma:ior:

1, Fund descriptions

2, Newest features

3. Future enhancements

ø PIN ¡r,~orma¡¡on 1. Change PIN

2, Request new PIN

3. Confirm PIN authorization

ø Ti~i/~E S:.rvey

Projil Sharing tJlll'tSll1ell Plan ED

MOT. ERISA 0727

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 36 of 74 PageID #:3582
MOT. ERISA 0728

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 37 of 74 PageID #:3583
. .-: ..; ;""'" "." . I

. Rèm~m~r:"th~ v;ilue "..'

. of any contrbution.is

, subjec to inveent :

market increase and

decns. There is no

_ .9uarantee that you

, wil_reiv~ an

iamount equal to or

great~r than what has

': ben contrbuted to

your accunt,

Determining Your Profit Sharing and Investment Plan Benefit

You can call the TIME svstem at any time to find out the current value of your Profit

Sharing and Investment Plan account, You wil also be told your "wsted" account bahinct?,

Your Contributions

You are 100% vested in your own contributions at all times. This mt?ans yOU have the right

to receive the full value of this part of your account if yOU lea\'t :-!otorola for am' reason.

Company Contributions

The part of your account created by Company Contributions is vested-from 50°0 to

100%--epending on your years of service. Your Company Contributions and earnings on

those contributions are fully vested when you have five years of ser\'ce. Vesting in your

account increases with your years of service:

Vesting At-a-Glance

Years of Service Amount Vested

Up to 3 years 50%

ro

After 3 years 600/0

After 4 years 80%

After 5 years 1000/0

E% Horizons

When You Receive Your Full Account Balance

You are eligible for the full value of your entire account if:

. you retire from Motorola at age 65 or older, regardless of how many years of service

you have;

. you are determined to be totally and permanenth' disabled under Motorola's LongTerm Disability Plan or for Social Security purposes;

. you leave Motorola for any reason after at least five years of service; or

. you die while employed by Motorola.

MOT - ERISA 0729

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 38 of 74 PageID #:3584
inou Die \\ nile Employed by ~lotorola

If you die while employed by Motorola, your account wil automatically be 100% vestedregardless of your years of service.

In case of your death, your entire account balance (less any outstanding loan balance for 0

loans issued before January 1, 1996) wil be payable to the beneficiary.or beneficiaries you '~'

have designated in accordance "iith Plan provisions. If you are married, your account will

be paid to your surviving spouse unless you designate another beneficiary and your spouse

consents in writing to the designation. (See Naming Your Beneficiary, Page 45, for more

information.) Your surviving spouse or beneficiary must request payment of your account

balance if it is $3,500 or more before the date on which you would have turned age iO. If

your account balance is less than $3,500 at the time of your death, the account balance will

be distributed as of the end of the month following the month in which you died.

If You Leave ~iotoroIa Before Five Years of Service

If you leave Motorola before you have five years of service you wil be eligible to receive the

percentage of your account that is vested. This rule does not apply if you retire at age 65 or

older, become totally disabled, or die while employed by Motorola.

You are always 100% vested in your own contributions to your account and any earnings

on those contributions. The chart on Page 34 shows the percentage of Company

Contributions you are eligible for after each year of service.

Choosing How Your Account wil be Paid

If the vested value of your Profit Sharing and Investment Plan account is $3,500 or less,

you will automatically receive it as a lump sum. You may take the total amount in cash, or

you may roil it over, for example, into an Individual Retirement Account (IRA) or another

qualified employer plan.

If the vested value of your account is more than $3,500 (or was more than $3,500 at the

time of any other distribution), you have several payment options. It's important that you

carefully consider your choice because:

, you should choose the option that fits your financial needs, and

. the option you choose can affect your income taxes.

Vv'bile Motorola cannot-and does not-give tax advice to Plan participants, you should

read "Important Tax Information" on Page 53.

You may call the TIME . '

sytem (1-BIJ585- ..

StOOl any hour of the . .

day to find out the

amount of your vted

account balance

.

For individual tax

advice, you are

encouraged to consult

an attorney,

accountant, or other

qualified tax advisor.

Profit Sharing & _

liwesrment Plan W

MOT. ERISA 0730

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 39 of 74 PageID #:3585
G Horizoils

Your Payment Options

The payment options available to you depend on when vou began working at ~1otorola

and when your employment ends.

Your Payment Options At-a-Glance

Reason for Which Option

Option can be Elected Descriotion of OpL;C'~

Lump Sum You may elect this option no Single payment of vested amount of your

matter why your employment account. This option is automatic if you

ended. are not married when you leave Motorola

and don't choose another option.

Oi rect You may elect this option no Transfer by Motorola of all or a portion of

Rollover matter why your employment your account to another qualified

ended. employer plan or Individual Retirement

Account.

Installments You may elect this option if; Payments made once a year, paid over a

· you were hired before 1/1/96, certain period not exceeding your life

and expectancy (or the life expectancy of your

· your employment ended due designated beneficiary).

to reti rement or tota i

disability.

Annuity You may elect this option if: Regular monthly payments paid over a

· you were hired before 1/1/96, certain period (for example, your lifetime).

and See Page 15 for the annuity options you

· your employment ended for may choose from.

any reason.

Combination You may elect this option no Various combinations of the options for

matter why your employment which you are eligible may be requested.

ended,

Lump Sum

You may elect this payment option no matter why \'our emplm'menr at :-iotorola ends. and

no matter when vou began working at1\1otorola.

If you elect the Lump Sum option you will receive a single payment of the vested value of

your account at the time your employment ends.

If you are not married when your employment ends, YOU do not choose another option.

and vour vested account value is more than 53.500. \'ou \,'ill JutomatiCilh' receive the

Lump Sum option when yOU turn age 70,

MOT. ERISA 073 I

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 40 of 74 PageID #:3586
Direct Rollover

You may elect this payment option no matter why your employment at Motorola ends, and

no matter when you began working at Motorola.

You may elect to transfer all or part of your vested account value into an IRA, individual

retirement annuity, a qualified annuity plan, or to the qualified defined contribution

retirement plan of your new employer (if that plan permits direct rollovers).

If you are a surviving spouse or other beneficiary see Page 59 for information regarding

your eligibility for roll overs.

Instalents

You may elect this payment option if your employment ends due to retirement or total

disability-but only if you began working at Motorola before January 1, 1996.

Annual installments are paid over a certain period of time. The installments will not be

paid beyond your life expectancy (or the joint and last survivor life expectancy of you and

your designated beneficiary).

When you choose this option, the balance of your account.(after each payment) wil

remain invested in the funds you have elected. You wil have the same investment options

as active employees. Investment returns may increase or decrease the amount of your

future installment payments.

Your spouse, beneficiary or estate is not entitled to elect the installment method of payment

after vou die, but wil receive the remainder of your account in one single-sum payment.

Annuity

You may elect this payment option no matter why your employment at Motorola ends. but

only if yOU began working at Motorola before January I, 1996.

Annuities are insurance contracts purchased for you with part, or all, of your account

balance. Annuities are regular, monthly payments over a specific period of time (for

example, for your lifetime).

There are several types of annuities you may choose from. Some include survivor benefits

for vour spouse or designated beneficiary. You have the same options as with the Pension

Plan, See Page 15 for details on annuity options available to you.

For \lore lntormation About Your Options

Before vou retire or leave Motorola you will be provided with detailed information about

each of your payment options-and how to make your choice-if you notify Human

Resources that vou plan to end your employment.

\\'hen Your Account Balance is Determined

The value of vour account balance wil be determined when the latest of the following events

occur:

. your employmenrwith Motorola ends;

, you are determined to have become totally and permanently disabled;

. you die; or

. your Request for Payment of Benefirs form is received b~' the Retirement Benefits

Administration office. Profìr Sharing 6

Jlll't5tmt1lr Plan G

MOT. ERISA 0732

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 41 of 74 PageID #:3587
Er HorIzo¡;s

If you are invested in the Motorola Stock Fund, your account value in this Fund will be a,

of the prior Motorola business day before the payment is issued.

Your Date of Termination

Your date of termination wil be the last day you work. If you are on a layoff or leave of

absence, your termination date is the date your layoff or leave is ended by you or by

Motorola without your returning to work.

When Payments Begin

Vested Account Balance More Than 53,300

(Or More Than 53,300 at the Time of any Prior Distribution \

If You Request a Payment Option in Writing

You wil receive payment along with an account statement confirming the account value

and payment option. Any payment due to you (or your beneficiary) wil begin to be paid

within 60 days of the latest of the following events to occur:

, your employment with Motorola ends;

, you are determined to have become totally and permanently disabled;

. you die; or

. your Request for Payment of Benefirs form is received by Retirement Benefits

Administration.

If You do not Request a Payment Option

Your vested balance will be held in the Plan until you reach age ïO, or earlier if you request

a method of payment. If you do not choose a payment method within 60 days after your

balance is supposed to be paid out, it wil be distributed as a Qualified Joint and Survivor

Annuity if you are married, or as a lump sum if you are single.

Vested Account Balance 53,500 or Less

Motorola will mail (to your last known address) a lump-sum payment of the total amount

due to you. Included will be a final Sratement of Account. If you would prefer to roll over

your Profit Sharing distribution, your Reqiiesr for Paymenr or Bciicfirs form must be

received by the Retirement Benefits Administration offce within 30 days of your last day

worked; otherwise you will receive a lump-sum payment within 60 days of your last day

worked.

Your Spouse's Consent

You must have your spouse's notarized consent if you elect an annuity other than a

Qualified Joint & Survivor SOO¡i annuity and:

. you were hired before January 1, 1996,

. you are married, and

, your vested account value is greater than 53,500 (or was more than $3,300 at the

time of any prior distribution).

MOT. ERISA 0733

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 42 of 74 PageID #:3588
If you choose another option you must have your spouse's notarized consent in writing.

This election must indicate that you alone are to receive the benefit or you must indicate

a beneficiary. The election may not be changed without your spouse's written consent

unless the consent permits designations without further consent or the change is to

reinstate the Qualified Joint and Survivor 50% Annuity. The consent must acknowledge

the effect of the election.

IfYoli are Invested in the \lotorola Stock Fund

If part of your account is in the Motorola Stock Fund, you may have the vested value of

this Fund paid out to you either in cash or in full shares of Motorola common stock plus

cash for partial shares.

Electing to receive shares of stock issued in your name may be a tax advantage to you. This

is because any unrealized appreciation of the shares does not become taxable until you sell

the shares. See "Important Tax Information" on Page 53.

:\dditional Plan Payments

You may be eligible for additional payments. If you are at least age 55 and you contributed to

your account during your last calendar year of employment, you will receive a check for your

vested share of any Company Contribution for that year by April 1 5 of the following year.

Rollovers From Other Plans and IRAs

IT,.íh:c r:";¡.'\_T .\mo::nh

The Protìt Sharing and Investment Plan accepts roll overs from other companies' plans

which are qualified under Section 40 I (a) of the Internal Revenue Code and from conduit

Individual Retirement Accounts or Annuities. The distribution must be by check and

considered eligible for rollover (i.e., taxable dollars only). Motorola will not accept stock of

other employers or roil overs from IRAs containing, in whole or in part, money contributed

directh' by the individual owner of the IRA.

A statement from the administrator of the former qualified plan that the amount to be

rolled into the Motorola Plan is an eligible rollover distribution must be attached to a

completed Rollover Deposit Form. If the rollover is from a conduit IRA. a statement from

the financial institution certifying that the distribution was made from a conduit IRA must

be attached to the Rollover Deposit Form, along with the statement from the iormer

emplover's plan.

i¡l\tqm::nt oí Rollo\'tr AmountThe amount of the rollover will be invested in your Profit Sharing and Investment Plan

account based on your election on the ROllOl'cr Dcposir Form. If vou do not elect how to

invest your rollover, it will automatically be invested in the Balanced Fund. The amount

deposited into vour account will be invested as of the first oi the following month,

!, r,¡íit Sharia,. Loan,

The amount rolled over will be added to your total vested amount in vour account. It will

be included in determining the maximum amount of your potential Profit Sharing loan.

ro

Profit Sharing 6 .

hlltsrment Plan W

MOT. ERISA 0734

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 43 of 74 PageID #:3589
,

The Profit Sharing

Committee reviews

" ~n,intms r.tes;, '.,

each quarter. Once a .'

. loariis ised to you,

)ou pa the same

, .'. intere r.te until that,'

r" . .nt....., . . .

',,' iô is paid in full:-

. ~'t~'-:'

~

'~~~A~~~~~f~. '.

'~':~;;~lhtiellME syem'

:: ..;' - .... 'infd~ntial, .

j.; ,_ ifiilized .

~~_~;;:t lo~~:.

.' ,,.l . ..,'~ ' 'á'7:f";~,~r.:.;:"""" __ . .

0) horizoiis

Withdrawals

Amounts rolled over from another qualified employer plan or conduit IRA are not

available for hardship withdrawal from your account.

Qualified Domestic Relations Order (QDRO)

A Qualified Domestic Relations Order is a court order, judgment, or decree in connection

with almony, marital property rights or child support requirements. If a Domestic Relations

Order complies ",iith the Retirement Equity Act of 1984, as amended, Motorola will recognize

it as a Qualified Domestic Relations Order and make payments to the alternate payee (your

spouse, former spouse, child or other dependent) as specified in the Qualified Domestic

Relations Order. You may contact the Retirement Benefits Administration offce for details.

Loans From Your Account

Although the primary purpose of the Profit Sharing and Investment Plan is to help you

save for retirement, many Motorolans have used Profit Sharing loans over the years to help

meet serious financial needs.

Profit Sharing Loans At-a-Glance

For what reasons may a loan be requested?

You may request a loan for any reason.

What's the minimum amount I can borrow?

Each loan must be at least $1,000.

What's the maximum amount I can borrow?

Up to 500/ of your vested account balance, or $50,000 minus your highest outstanding loan

balance in the last 12 months, whichever is less.

Where does the loaned money come from?

loans will be taken from your individual account balance, proportionately from each fund

except the Motorola Stock Fund. Loan dollars will be taken from the Motorola Stock Fund if

your balance in the other three funds is not enough to cover your loan.

Where will my repayments go?

Directly to your account, to be invested based on your investment elections,

Will I pay interest on the loan?

Yes. The interest you pay will go back into your account. The interest rate is based on a

national average of the five-year certificate of deposit rate (published in the Wall Street

Journal) plus 20/.

How many loans may i request each year?

One new loan per year (plus an additional loan for purchase of a primary home).

How many loans may i have at a time?

Maximum of four outstanding loans in addition to one home loan (total of five loans permittedl.

How do I request a loan?

Call TIME: 1-800-585-5100. If you are a U.s. expatriate, call 1-602-675-9661.

MOT - ERISA 0735

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 44 of 74 PageID #:3590
I(You are i\larried

If yOU are married, your spouse must consent in writing to any loan as well as the pledge of

vour account as security for the loan. Your spouse's signature must be witnessed bv a

notary public or a Plan representative.

Loans Prior to Januarv i, i 996

Any loans issued before January l, i 996 were disbursed from the general Plan assets oi the

General Fund (now called the Balanced Fund)-these loans were not made from your

individual account balances. Your repayments (principal and interest) for loans issued

prior to January i, i 996 wil be made to the Balanced Fund until the loans are repaid in

fulL.

Loan \laximum

Federal law and Plan rules limit loan amounts. The Tax Reform Act of i 986 provides that

loaDS made, renewed, renegotiated or extended after 1986, when added to the outstanding

balance of all your other loaDS cannot exceed $50,000. This $50,000 limit is reduced by the

highest balance of all your outstanding loans during the twelve months prior to the date

your loan is made. However, in no event can the amount of a loan exceed 50% of your

vested account balance.

Early Payment

You ma\' repay your loan in full at any time without penalty. Retirement Benefits Customer

Sen'ice (i -800-462-3429) wil provide you with the prepayment amount, Send "our letter

of instructions regarding the repayment of "our loan to:

Retirement Benefits Administration

P.O. Box 63962

Phoenix, AZ 85082-3962

The letter should include your name, Social Security number and a certified check,

cashier's check or money order made payable to Motorola Protìt Sharing and In\"stment

Plan. Ii YOU have more than one loan outstanding, please be sure to indicate which loan

the payment should be applied to.

If Your Empl(wment Ends

If your employment ends you cannot continue to make loan payments. If your loan was

issued prior to January 1, i 996, the outstanding loan balance plus accrued interest will

automatically be deducted from your account balance and considered taxable income, Ii

your loan was issued after December 3 i, i 995, the outstanding loan balance plus accrued

interest will be considered taxable income.

Withdrawals From Your Account

\\ïthdrawals from your Profit Sharing and Investment Plan account \\'hile \'ou are

emploved by Motorola are permitted on Iv for specific reasons.

The Amount You .'Iay \\ïthdra\\'

IRS regulations allo": you to only withdraw your own contributions from \'our account

(not Company Contributions). Contributions made before yOU have one year of sen'ice,

contributions over J % after vou have one year oi service, and contributions made to the

former Salan' lm'estment Plan (siP) prior to lanuan' J. J 996 are eligible for \\'jthdra\\'al. In

MOT. ERISA 0736

~. iV.. '

, '.'~', ;:::.;:~-;

Any unpaid balaiicê'...~

, frm a loan ised .

, aftr~ber31: :'.

'.::':1995 wil be . "

. ;' consdered taxable

, . incol'e ,in the year ~",' "

. your employmeíÍt ends

¡,y .

,:r,,!ii Sharing (',

f¡:,'i'.sIJ/i:ll1 Plaii CD

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 45 of 74 PageID #:3591
v',

.; ~.;.:~-~.._~:"-'

. :~ ti~rds'íp withdrawals

',,:, wil not be allowed to

.: ' alleviate accumulated

, . debt fr such things-

"~" ascreÎt card debt .,

'. ~nd i=eiay living

, ~ens~.

''-..

$ Horizons

addition, although you may withdraw earnings credited to your account prior to January l.

1989, you are not able to withdraw earnings credited after that date.

When You May Make a \\ïthdrawal

The IRS requires you to meet specific conditions of tìnancial hardship in order to

withdraw funds from your account. Your withdrawal ma\' not be more than the amount

needed to meet the financial need which cannot be met by other income sources such as a

Profit Sharing and Investment Plan, credit union or bank loan, and will be distributed

from before-tax contributions and pre- January, 1989 earnings.

Financial hardship withdrawals will be allowed to:

. pay expenses directly related to the purchase of your principal residence (excluding

mortgage payments)

, prevent eviction from or mortgage foreclosure on your principal residence

, pay medical expenses for you, your spouse or dependents

, pay tuition, related educat~onai fees and room and board for i:: months of postsecondary education for you, your spouse, your children or dependents

, pay other unusual expenses creating a financial hardship

Taxes and Penalties

You are liable for payment of federal income tax on a Profit Sharing and Investment Plan

withdrawal. A ten percent penalty may also apply to withdrawals made before you are

age 59'/:.

Limitations

Approval of the Profit Sharing Committee, or its designee, is required for any withdrawaL.

and you may only make one withdrawal during a calendar year.

Administration of the Plan

The Profit Sharing Committee is responsible for administering the Plan, interpreting its

various provisions, and seeing to it that ;v1otorolans receive benefits due to them,

The Committee is made up of:

, two people elected by participants, and

, three people appointed by Motorola's Board of Directors. One of the appointed

members is designated by the Board to be chairperson,

Participants are eligible to seek election to the Committee, Elected members of the Profit

Sharing Committee serve two-year terms, The other members of the Committee serve

until replaced.

Profit Sharing Committee decisions are by maiority yote. The Committee and the Board of

Directors (or a committee of the Board to whom authorit\, is delegated) have the authority

to change the Plan without a vote of participants if the change is necessan' to bring the

Plan into compliance with, or to enable the Plan to meet the requirements of, any law,

regulation or ruling, All other Plan amendments are subject to the approval of

participants.

MOT. ERISA 073/

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 46 of 74 PageID #:3592
,.-~~ ChecI?ist. for Retiring and

~'\.~ Terminating Employees

Here's a checklist of the sections of this booklet you should read-and forms you may

need to complete-before you retire or end your Motorola employment:

1: '" ,~: .:rc' tt:'l~iiii,lli:1S. \".HI ~hi)uld 1',\18:

'Your Payment Options................................................................36

. \"'hen Payments Begin ................................................................38

, Outstanding Loans \;'hen Employment Ends............................4J

, Important Tax Information..........................................................53

"-" ':, ,ilc' !,l'irins, \'ìèl ~iwtlld ,II-(ì r,',id:

. How Your Pension Benefit is Paid .............................................. J 5

, Survivor Benefits .........................................................................18

. How Your Account is Invested (pay special attention to

information about transferring with the TIME system) ............30

ii- L.:~î;l..':. "itu,H10l1.. \'t)ll nl~1\' h~l\t." tP (')Iì1t,Ii.'h..' tlh...I.. tt)~':~~"

, Profìr Sharing aiid Investment Plan Request for Payl1cll of Bcnefits

, PCllion Plan Requesr for Paymenr or Bel1e(irs

Cliecklist CD

MOT. ERISA 0738

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 47 of 74 PageID #:3593
'-~.~.~~lkt:~~¡"¥~~~~~~~i~.*~~i~.~~~~~;;.

, --r~-~';~'''i.:.,''' __"'~_'~_"" f,,,,...,

_.;_"jr:.~;:,~;::~~~~t~.~ t~$": .

r-.,

",.,~

ø ',,'\

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 48 of 74 PageID #:3594
~-':.

~~~er Things You Need to Know

This section contains important information you should know.

Employee Stock Ownership Plan (ESOP)

The Motorola Employee Stock Ownership Plan allowed Motorolans to accumulate

Motorola stock from 1983 through 1986.

The federal law that permitted Motorola to take an income tax credit for contributions to

Employee Stock Ownership Plan accounts expired December 31, 1986. As a result, no new

participants entered the Plan and no contributions were made to Employee Stock

Ownership Plan accounts for calendar years after 1986.

Your Employee Stock Ownership Plan Balance

If you were an Employee Stock Ownership Plan participant, your Employee Stock

Ownership Plan balance was transferred into the Profit Sharing and Investment Plan as oi

June 28, 1996. Your Employee Stock Ownership account balance was invested in the

Motorola Stock Fund without regard to the 25% maxmum limitation of the Motorola

Stock Fund. This was a one-time exception to the 25% limit to allow former ESOP

participants to retain ownership in Motorola, Inc. common stock and to continue to share

in quarterlv dividends plus or minus market value increases or decreases.

Since June 28,1996, your former ESOP account balance is considered an investment in the

Motorola Stock Fund. Provisions of the Profit Sharing and Investment Plan apply to the

Motorola Stock Fund. Refer to page 25 for more information.

If You Die While Employed

If vou die while employed by Motorola, your account will be paid to your named

beneficiarv (or beneficiaries). If you are married, your beneficiary is automatically your

spouse. You cannot designate a different beneficiary without the written consent oi your

spouse, witnessed bv a notary public or Plan representative,

Voting Your Stock

Before each stockholders' meeting you will receive a form to complete, You can direct the

voting of any Motorola common stock credited to your account in the ProtÎt Sharing and

Investment Plan as of the record date for a vote by stockholders. The Trustee will cast your

votes according to your instructions on the form,

Naming Your Beneficiary

You'll be asked to complete a Beneficiary Designation form for the Profit Sharing and

Im'estment Plan.

Orhcr Things You ~

Need to Kiiow W

MOT. ERISA 0740

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 49 of 74 PageID #:3595
~ Horizons

If the beneficiary, or beneficiaries, you have named are not living at the time of vour death, ()r

if there is no beneficiary designation on fie, any benefits will be paid in the following order:

o To your surviving spouse.

fJ If you do not have a surviving spouse, to your survi\'ing children in equal shares.

~ If you have no surviving children, to your mother and father in equal shares or if

only one parent survives you, to that one.

o If neither parent survives you, to your estate.

Keeping Your Records Current

It is very important that you keep your Human Resources records up-tn-date. Your mailing

address and your beneficiary designation especially need to be on file-in case benefit

payments need to be sent to you or to your beneficiary.

Returning From a Leave of Absence for Uniformed Service

If you are re-employed by Motorola following Uniformed Service, you wil be treated as

not having a break in service for the purposes of the Pension Plan and the Profit Sharing

and Investment Plan. (However, no contributions to either Plan will be made on your

behalf during a period of Uniformed Service until you are re-employed by Motorola.)

Pension Plan

When you return to Motorola, your period of Uniformed Service will count as Years of

Service in determining eligibility for participation in the Pension Plan. It also wil count in

computing Vesting and Benefit Service. (Vesting refers to the minimum service required to

become eligible to receive a benefit. Benefit Service is one of the factors used to calculate

your Pension benefit.)

Profit Sharing and I !1ôtmcl1t Pbn

\Vhen you return to Motorola, your period of Uniformed Service will count as Years of

Service in determining your eligibility for participation and vesting of Company

Contributions.

Making Up Past Contributions

Beginning on your date of re-employment, yOU will have a period equal to 3 tim~s your

period of Uniformed Service (not to exceed 5 years) to make up Participant Contributions

to the Profit Sharing and Investment Plan, The amount you may contribute may not be

less than 1 % of vour compensation and not more than the maximum amount you would

have been permitted to make if you had not gone into Uniformed Service.

Your compensation for the purposes of this calculation will be the compensation you

would have received had you continued working for !\lotoroJa during the period of your

Uniformed Service. If your compensation is not reasonabh' certain, then the average

compensation during the 12-month period immediate!\ preceding \'our Uniformed

Service will be used, (If you worked Jess than 12 months, :'our actual period of

employment wil be used. j

MOT- ERISA 0741

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 50 of 74 PageID #:3596
Making Up Company Contributions

If you make up your Participant Contributions, Motorola will make Company

Contributions to your Company Contribution Accounts equal to the amount l\lotorola

would have made if you had made your make-up Participant Contributions during your

period of Uniformed Service. However, you will not be credited with any investment

earnings for made-up contributions for your time in Uniformed Service. That's because

investment earnings begin when the contributions are actually put into your Accounts.

Other Former Employees Who Return

If you leave Motorola and later return, your status will depend on several things, including

whether you were a participant of a particular Plan when you left and whether you had a

"break in service."

Break in service rules and rules for reioining are summarized below. You should check with

Human Resources about your own status if you are rehired.

!'mtit Sh:irin:; and ID\'estment Plan

If you were a Profit Sharing participant when your employment ended, you automatically

enter the Plan on your date of rehire. If you were not a participant, you start over to meet

the eligibility requirements.

The Plan allows yOU to restore vour forfeitures bv repaving the withdrawn value of

Company Contributions by no later than five years after your date of rehire if you:

. were not 100% vested when you left Motorola;

, received vour vested account balance when you left Motorola; and

. are re-hired before you have five consecutive one-year breaks in service following

your distribution.

j)c':1'¡"1l P!;n

If vou were a participant when your emplovment ended, vou automaticallv enter the

Pension Plan on your date of rehire. If you were not a participant, you start over to meet

the eligibility requirements.

If yOU were a participant before your emplovment ended and \'ou meet one of th.:

following criteria, both pre-break and post-break service count as benefit sen'ice upon

rehir.::

, yOU had completed five years of vesting service at the break;

, you had attained age 60 at the break;

'vou had less than five consecutive one-year breaks in service; or

. you were transferred to the purchaser in connection with the sale by ~lotorola of a

subsidiary or business subdivision.

If vou have not met at least one of the criteria above, benefit service accrued in the tìrst

period of service will not count in the calculation of beneiits,

In the event of absence due to pregnancy, birth, adoption of a child, or caring for a child

immediateh' after birth or adoption, you will be given credit for suffìcient sen'ice up to 501

hours for the purpose of preventing a break in service (but this will not count as a year of

service for purposes of calculating your Pension benefits).

fI'

~,lì

~ .""~.~~: -":~~:~:.:,.:,:,, ,,:"~:~~i~:~ "~~;.n tlcie Ìlh - , .',

, "~~~I:~~.~:~

'..;~ii of ~ring'f(

!, :i:ld immediately 'J \

,,~.'l~ft~r.,birt or ,:...:;,;,'

"fadoption;the 12' ..:r.

.,almon1 ':t~!.

)~Ìiôd bèiiining oii'~:,:

~~..ttefiis anniverVof "

. the first date of the

,. absni: wil

:."not consitute a

::~hr~ ¡"servce

ii, ;,ir Things You

:\'ted lU KIlOw G)

MOT- ERISA 0742

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 51 of 74 PageID #:3597
#f W riurizo¡¡.s

Medical Benefits Paid from 401 (h) Account

Motorola established a Section 40 1(h) account, in accordance with Section 40 J( h) of the

Internal Revenue Code, under the Motorola, Inc. Pension Plan. This account is used to

fund the payment of medical and dental benefits provided under the Motorola Retiree

Health Benefits Plan to certain retired participants and their covered dependents. The

Section 40 I (h) account may be used to fund retiree medical and dental benefits paid from

the Plan after December 31, 1992. Motorola may make a contribution to the 40 J \ h )

account during the plan year.

Any contributions made by Motorola that are not used because your employment

terminates before becoming eligible for retiree medical and dental benefits will be ùsed to

fund other retired participants' medical and dental benefits.

\Vhile Motorola intends to continue to make contributions to the Section 40 J( h) account.

it has the right to terminate or amend the Section of the Pension Plan under which

contributions are made.

Contributions Made During Your First Year of Hire

Your contributions are limited to a dollar amount per calendar year (59,500 in 199ï). This

amount includes any contributions you may have made during the year to any other

company's salary deferral or reduction plan under Section 40J(kl, a Section 408(k)

simplified employer pension plan, a Section 403(b) annuitv contract, or elective employer

contributions under Section 408(p)(2)(A)(i). Ifvou have contributed to another

company's deferral plan under the Code Sections referred to above during the year in

which you were hired by Motorola, you may need to reduce your lv10torola payroll

deductions to the Profit Sharing & Investment Plan so that YOU do not exceed the limit.

If, after the end of the year in which you were hired, you determine that contributions to

the Profit Sharing & Investment Plan and another compam"s deferral plan exceeded the

limit for the taxable year (i.e., $9,500 for I 99ï) you have until March 1st of the following

year in which contributions exceeded the dollar limit to notify your former company or

Motorola's Retirement Benefits Administration offce to request a refund of contributions

that exceeded the dollar limit. The excess amount, plus am' investment gain or loss, wil be

issued to you by no later than April 15. You may contact the Retirement Benefits

Administration office for more information,

Plan Changes and Termination

You will be notified-by written summaries-of material changes in the Plan.

Motorola's Board of Directors or a committee oÎ the Board to which authority is delegated

may amend the Pension Plan from time to time. No amendment may' reduce benefits

accrued as of the effective date of the amendment. Plan participants will be notified in

writing of any material changes.

Ivlotorola has everv intention of continuing all part oi the Pension and Profit Sharing and

Investment Plans. However, the Company"s Board of DirectOrs has the right to terminate

any Plan ii such action becomes advisable.

MOT - ERISA 0743

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 52 of 74 PageID #:3598
Claims and Review Procedure

tv10torola wants to be sure that you (and your beneficiary) receive the full benefits from

any of the Plans for which you are eligible. To help assure this, the Plans have a claims and

review procedure. If you or your beneficiary believes that benefits are due which are not

being received (including a Profit Sharing loan or a withdrawal), a written claim may be

fùed with the Plan's Administrator.

The Administrator wil review your claim and wil inform you or your beneficiary of any

decision concerning the claim within 90 days after the fiing date. If, for any reason, the

Administrator needs additional time to decide on the claim, you'll be notified before the

end of the first 90-day period.

If the claim is denied, in whole or in part, you'll be notified in writing with the following

details spelled out clearly:

, specific reasons for denying it

, specific references to any provisions of the Plan under which the denial was made

, a description of any additional material or information needed to perfect the

claim-with an explanation of why it's needed

. an explanation of the procedure for further review of the denial of the claim under

the Plan

You can appeal to the Administrator if your claim is denied. Be sure to find out if there is

additional information and back-up material you need to supply the Administrator to help

with a final decision.

If you intend to appeal a claim that had been denied, be sure to do so within 60 davs after

receipt of the denia1. You have the right to see all material relating to your claim and

submit any comments you wish.

The Administrator wil act on the review within 60 days after receiving your request. unless

more time is needed. You wil be informed, in writing, of the Administrator's decision.

Pension Plan Benefits are Insured

Benefits under the Motorola Pension Plan are insured by the Pension Benefit Guaranty

Corporation (PBGC) if the Plan ends for any reason. Generally, the PBGC guarantees most

vested normal age retirement benefits, early retirement benefits, and certain disability and

survivor pensions. However, the PBGC does not guarantee all types of benefits under

covered plans, and the amount of benefit protection is subject to certain limitations.

The PBGC guarantees vested benefits at the level in effect on the date the plan terminates,

However, if a plan has been in effect less than five years when it terminates, or if benefits

have been increased within the five years before plan termination. the whole amount of the

plan's vested benefits or the benefit increase may not be guaranteed. In addition. there is a

maximum monthly benefit that the PBGC guarantees, which is adjusted from time to time.

MOT. EJ;./SA 11744

01 her Tliiiigs You

Need to Know CD

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 53 of 74 PageID #:3599
. General Information

, Employer: ,

Motorola, lne.

1303 E Algonquin Rd

Schaumburg,

Ilinois 60196

1-847-576-7658

Employer

Identification

Number:

36-115800

Plans' Fiscal Year

Jan. 1-Dee. 3l

, '

Agent for legal

,',' Service: . ,

.. Manager; Retirement:

, 'Benefits

Administration

. . ;8220 E. Ròosevelt,

,'" .';~ Scottdale" ,

'~'~;,=~~~~;~:,?,':',

,'\'::Servceoflegal" ,

-:;'Präëe may also bè'.,

:. ";rrade on 'thePJan,:;'

): ":Administrator or' "

:'it~);,:,_.~':..T~~~e. ,:' ,,;:#

'?;', ':' Independent ' :

1t'~Cèrtified ,Public :

::~£; ¿'.;:Ac:untants::':.::i;

:~:t~kPMG Peat Marwicf':'

~:h;:03Ea Wacker Dr.

.~)F~ichicago~' Ilinois' ,

.:¡;/" , ~_ih;.;.';' '. ",

-:: ¡iL" 60601 ' .l.~._~~~:;Y:'. ',: '.,

C HO''ÌoJis

For more information on the PBGC insurance protection and its limitations, ask \'ur Pbn

Administrator or the PBGC. You may contact the PBGC b\' calling 1 -202-32b-40.W or

\\Titing:

Offce of Communications

PBGC

2020 K Street NW

Washington, D.C. 20006

Note: The Motorola Profit Sharing and Investment Plan is not elígiblt, for retirement

plan termination insurance. You are 100% vested in vour Profit Sharing and Investment

Plan contributions at all times. If the Profit Sharing and Investment Plan should e\'er

terminate, you would be 100c¡o vested in the balance of your account as of the Plan

termination date.

Your Rights under ERISA

As a participant in the Pension Plan and the Profit Sharing and Investment Plan, you are

entitled to certain rights and protections under the Employee Retirement Income

Security Act of 19ï4 (ERISA).

ERISA provides that you shall be entitled to:

, examine, without charge at the Plan Administrator's oftÌce, all Plan documents

including the full legal texts of the Plans and Trust Agreements and copies of all

documents filed bv the Plan with the C.S. Department of Labor (such as detailed

annual reports and Plan descriptions).

, obtain copies of all Plan documents and other Plan information upon written

request to the Plan Administrator, who may make a reasonable charge for such

copies.

. receive summaries of the Plan's annual financial reports. These summaries are

prepared and distributed to ~lotorolans each year. The Plan Administrator is

required by law to furnish each participant a COPy of the summary annual report.

, obtain a statement telling yOU whether YOU have a right to receive a Pension Plan

benefit at age 65 and, if so. what your benefits would be at age 65 if vou stop

working under the Plan no\\'. If yOU do not have a right to a Pension Plan benefit

(because you have not \'et become vested), the statement must be requested by

you in writing and is not required to be given more than once a year. The Plan

must pro\'ide the statement free of charge. At J\lotorola, Plan participants receive

an annuaL. comprehensive benefit statement \,'hich includes this information.

. obtain an annual Srmcmcl1 ot.i'ol/r Pro(Ìt Slianng and J¡llCstmcllf Plan Accol/nt,

and the percentage of the account in \,'hich yOU are \'ested. You will receive this

statement each year that vou are a participant; it is not necessary to request it.

In addition to creating rights for Plan participants, ERISA imposes duties upon the

people who are responsible for the operation of the Plans. The people who operate the

Plans, called fiduciaries, have a duty to do so prudent!\ and in the interest of vou and

other Plan participants and benelÌciaries.

MOT- ERISA 0745

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 54 of 74 PageID #:3600
~o one, including your employer or any other person, may discharge you or otherwise

discriminate against you in any way to prevent you from obtaining a benetìt or exercising

your rights under ERISA.

If your claim for a benefit from either Plan is denied in whole or in part you must receive a

written explanation of the reason for the deniaL. You have the right, as explained on Page

49, to have your claim reviewed and considered.

Under ERISA, there are steps you can take to enforce the above rights, For instance, if you

request materials from the Plan Administrator and do not receive them within 30 days, yOU

may file suit in a federal court. In such a case, the court may require the Plan

Administrator to provide the materials and pay you up to one hundred dollars a day until

you receive the materials, unless they were not sent because of reasons beyond the control

of the Plan Administrator. If you have a claim for benefits that is denied or ignored in

whole or in part, you may file suit in a state or federal court. If it should happen that plan

"fiduciaries" misuse a plan's money, or if you are discriminated against for asserting your

rights, you may seek assistance from the U.S. Department of Labor, or you may file sui! in

a federal court. The court wil decide who should pay court costs and legal fees. If you are

successful, the court may order the person you have sued to pay these costs and fees. If vou

lose, the court may order you to pay the costs and fees; for example, if it finds that your

claim is frivolous.

If YOU have any questions about the Plans, you should contact the Plan Administrator or

Human Resources. If you have any questions about this statement or about your rights

under ERISA, you should contact the nearest offce of the Pension and Welfare Benetìts

Administration, U.S. Department of Labor, listed in your telephone directory or the

Di\'sion of Technical Assistance and Inquiries, Pension and \\'elfare Benefits

Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington,

D.C.,20010.

Plan Information

Plôn Name Plan No. Plan Administrôtor T rU5t~e

!-/".:~GrO:2, irK. 001 Profit Sharing

Committee

The Northern Trust Company

50 South LaSalle Street

Chicôgo, Illinois 60690

Harris Trust and Savings Bank

111 W. Monroe Street

Cr\icago. Illinois 60690

C~Cif.: Sr.aring õr:o

r".'~'es:rr~r:: P;âr

r,lotorO;â. IGc.

Fe'"sior Plar'

002 Retirement

Committee

",,:1 Thi/1gs You

,\(cd /0 KlioU' Ø)

MOT- ERISA 0746

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 55 of 74 PageID #:3601
~~

t;~~-~~

i- _ ,_ c" . ,

... ~\.

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 56 of 74 PageID #:3602
...-_._-- ---

rÐ-,,~~¡~ Important Tax Information

Before you take money from the Profit Sharing and Investment Plan in a lump-sum

distribution, you should know which ta.x rules apply to your payment. The tax treatment

of payments depends on which Plan the payment is taken from, who receives payment, the

reason payment is taken, and in some cases, the age of the payment recipient.

The chart below tells you which ta.x regulations or special tax treatment may apply in your

circumstances. The chart is followed by a detailed e),:planation of payment options,

roll overs, income tax withholding, and special rules for surviving spouses, alternate payees

and other beneficiaries.

Tax Information

If you are:

Whether you

may roll over

your payment:

Special tax treatments that may

apply to your lump-sum payment:

5-Year

Averaging

Capital

Gains

10%

Additional

Income Tax

(before age

59'/;)

lO-Year

Averaging

Employee Yes Yes" Yes'" Yes'"

Surviving Spouse Yes' Yes" Yes'" Yes'"

Alternate Payee

(QDRO Beneficiary) Yes Yes" Yes'" Yes'"

Other Beneficiary No Yes" Yes'" Yes'"

. YOlJ may (oJ! the payment into an IRA but n:3i. Înto ario~~er em::!(,'Je"'s ~~or

yes..

No

No

No

H Pi::a~t r-ote that ~h:s favorable tax treat:ie'"~ wiil be e!1'Y'r;3!C"C1 fe' (f~:"':~',:;ors rlêCe aÝtei

Dece"Îbe 31 1999.

-' ADp;¡eS o~;v if you ¡employed were bo~n oefore Jar,~a'Y 1, 1936,

,_. ;',pp'ies or. v jf you are less than 59 I: wne" you receive pavrren:. tlt;: caes r,o: app!\' if VOl. se;iara¡e fro'1

Mo:oroóå coring or aft~r the year YOt; reach age 55.

MOT - ERISA 0748

v

. ..,. .5";'.:""

.....

_This1iJlnä~is only."

~:7=~~~?jt.~:,.~

.;. available .fr~-1 '

:, and profena ~t

, advisors "":'.. \(;.;¡L

.'.~. . A. ""'i'.:::~:~~l"

III¡Jonom Tal'

l¡¡formation -

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 57 of 74 PageID #:3603
ro

ro

æ Horizoiis

Summary

A payment from the Plan that is eligible for "rollover" can be taken in two ways. You can

have all or any portion of your payment either: .

o paid in a "direct rollover," or

€l paid to you.

Your choice wil affect the tax you owe.

If you choose a direct rollover:

. Your payment wil not be taxed in the current year and no income ta.x wil be

withheld.

,Your payment wil be made directly to your IRA or, if you choose, to another

qualified employer plan that accepts your rollover.

. Your payment wil be taxed later when you take it out of the IRA or the other

qualified employer plan.

If you choose to have your Plan benefits paid to you:

, You wil receive only 80% of the payment because Motorola is required to withhold

20% of the taxable amount of the payment and send it to the IRS as income tax

withholding to be credited against your taxes.

. Your payment wil be taxed in the current year unless you roll it over. You may be

able to use special ta.x rules that could reduce the tax you owe. However, if you

receive the payment before age 59'1: you may also haye to pay an additional JOO;)

tax.

, You can roll over the payment by paying it to your IRA or to another qualified

employer plan that accepts your rollover within 60 days of receiving the payment.

The amount rolled over will not be taxed until you take it out of the IRA or

employer plan.

, If you want to roll over J 00% of the payment to an IRA or a qualified employer plan,

you must find other money to replace the 20%) that was withheld. If you roll over

only the 80°/0 that you received, you will be taxed on the 20% that is not rolled over.

Payments that Can and Cannot be Rolled Over

Payments from the Plan mav be "eligible rollover distributions." This means that they can

be rolled over to an IRA or to another qualified em plover plan that accepts rollovers.

Motorola will advise you what portion of your payment is an eligible rollover distribution.

The following types of payment cannot be rolled over:

Non-Taxable Payments

In general, only Ù1e "taxble portion" of your payment is an eligible rollover distribution. If you

have made "after-tax" employee contributions to the Plan, these contributions wil be nontaxble when they are paid to yOU and they cannot be rolled over. (Afer-tax emplovee

contributions generalv are contributions yOU made from your own pay that were already taxed.)

MOT- ERISA 0749

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 58 of 74 PageID #:3604
Pa"ments Spread O\er Long Periods

You cannot roll over a payment if it is part of a series of equal (or almost equal) payments

that are made at least once a year and will last for:

, your lifetime (or life ex-pectancy);

. your lifetime and your beneficiary's lifetime (or life expectancies); or

'a period of ten years or more.

Required :\linimum Payments

Beginning in the year you reach age 701/: ,a certain portion of your payment cannot be

rolled over because it is a "required minimum payment" that must be paid to vou.

Direct Rollowr

You can choose a direct rollover of all or any portion of your payment that is an eligible

rollover distribution, as described above. In a direct rollover, the eligible rollover

distribution is paid directly from the Plan to an IRA or another qualified employer plan

that accepts rollovers. If you choose a direct rollover, you are not taxed on a payment until

vou later take it out of the IRA or the other employer plan.

Direct Rollover to an IRA

You can open an IRA to receive a direct rollover.

If you choose to have your payment made directly to an IRA, contact an IRA sponsor

I usually a financial institution) to find out how to have your payment made in a direct

rollover to an IRA at that institution. If you are unsure of how to invest your money, you

can temporarily establish an IRA to receive the payment. However, in choosing an IRA, you

may wish to consider whether the IRA you choose wil allow you to move all or part of

your payment to another IRA at a later date, without penalties or other limitations.

Direct Rollover to a Plan

If you are employed by a new emplover that has a plan, and you want a direct rollover to

that plan, ask the administrator of that plan whether it will accept a rollover.

An employer plan is not legally required to accept a rollover. If your new emplover's plan

does not accept a rollover, you can choose a direct rollover to an IRA.,

Direct Rollover of a Series of Payments

If yOU receive eligible rollover distributions that are paid in a series for less than 10 years,

vour choice to make or not make a direct rollover for a pavment will apply to all later

payments in the series until vou change your election. You are free to change your election

for any later payment in the series,

Payment Paid to You

If yOU have the pavment made to you, it is subject to 20% income tax withholding. The

payment is taxed in the year you receive it unless, within 60 days, YOU roll it over to an IRA

or another plan that accepts rollovers. If you do not roil it over, special tax rules ma~' apply.

.

See IRS Publication

590. Individual

Retirement

Arrngements for

more information on

IRA (including limits

on how often you can

roll over between

IRA).

Important Tax

Information G

MOT- ERiSA C750

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 59 of 74 PageID #:3605
" Horizons

Income Tax Withholding

Mandatory Witholdig

If any portion of the payment to you is an eligible rollover distribution, the Plan is

required by law to withhold 20% of the taxable amount. This full amount is sent to the IRS

as federal income tax withholding.

FOl example:

1(1'1111' digiiic lo!ìO\''l dì,llibliii¡lIl I; ::IO,ill/". ¡"ii", :'.".(1;11/1; ;,/,' ;". ,'"...

P¡,m /11/,1 ll'Iihliol. 5::.000 ii, iIlÙ11¡;,'ldX, H:'\,',.,..., "11'" ",';, ,:":';':;

ft'lll r11 ¡tH- (li( 1'((1:', .t'O.í 1\' il! J"i'pi1r; Ii'it' i Iii:' ... ;: I i.i Jf Ii J iì5 ii ri::. 'i' :1.;;: ~ 1(' .

report tliL~ S~.OU() d.' ¡,ix It'IThii(,I.i, i1!Ili' Ì! i:',;!J !\' ~'l-i,¡i'j¡L'iì' d...',;:'::::: ;l':-

1£01' ¡hiii 1'C,ll.

, '~ .

Voluntary Witholdig

If any portion of your payment is not an eligible rollover but is taxable, the mandatory

withholding rules described above do not apply. In this case, you may elect not to have

withholding apply to that portion. To elect out of withholding, ask Motorola for the

Request for Payment of Benefits form and related information.

60-Day Rollover Option

If you have an eligible rollover distribution paid to you, you can still decide to roll over all

or part of it to an IRA or another employer plan that accepts roIIovers. If you decide to roll

over, you must make the rollover within 60 days after you receive the payment. The

portion of your payment that is rolled over will not be taxed until you take it out of the

IRA or the other employer plan.

You can roll over up to i 00% of the eligible rollover distribution, including an amount

equal to the 20% that was withheld. If you choose to roil over i ooc¡'o, YOU must find other

money within the 60-day period to contribute to the IRA or the qualified employer plan to

replace the 20% that was withheld, On the other hand, if you roll over only the 80% that

you received, you wiI be taxed on the 20% that was withheld.

MOT- ERISA 0751

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 60 of 74 PageID #:3606
For CXilIlPll':

);)1!."i~!i.i~ii)lt nlÌlt)l'(r di~Tril7jlrj(l1l I5- 510.000, !711d n11¡ i~lit)()5-t' t¡) h,n'l i: r'ditt ;,) \"t)il. ););¡

\\'iii 1''c'c;.'c 5S.UUO iJlid 52.0UO irill/ie sem 10 ihi' IN.S liS iliÙ'lIlC 1.IX \\,ithÌI,Jldili:;. I¡ÚIi,';

nil .¡,il',- ilii,'r rtÙ'!1'1I1~ rhi' SS,O()l), ¡'Oil 11m' r¡iI ,1l'tT lilt' i'llire SIO.OOO l,i.lI IRA ,"

t''i!rì'"'t''' p!il!1. 'Ií) do ihi.', I',lll 1\)11 (11er ihe 58.UnO \'J¡ r,'l,'ii','dlroll th,' Plill, .li,,; ¡ .':

1~';"::' ili::'t' :t' tÌi:i: ::':.t)()(i tl'\.l?ii ¡llÍicr ~t)iirt:i::: . l'dlJf ::cn';17S::. L1 i.)t71L t.tL~. .111 tiii_( L'IL':l. ¡;:~.

,,';li?, ~ I Ii-lI! IrJ ¡:' ii''; ¡ilxùi ¡¡¡¡il 1',)11 1,lhe ii ,Jill ,H'lilt'lRA ¡l ijllillitìed eli:rlill"'r rl.;';. h

~'\':. rii;. 11ïi." t;\~ i'JliÙ-i." SJU.fJr1fl. H,f:i'l; ,:'illl tili' ï¡)j¡r jT:~'I'nh"' idS ri'Tiirn ."I'Ti ~,11.,''' :;l': tZ

?"i'r;uiii (it-Illt' S:.t)UO 1\'i¡l¡lh'lti.

;': .": :;i. ",i¡,'" !i.¡i-,i l','u ¡",il 'll't'!' (1111' 58.0no. rli(' '5:.II()rJi'(lil did 11''1 n'l! ¡ll',T I:' :dx."i i.'

ii,,' j',''¡¡ ¡- I'd:' i\iiiiiid:, 'lli,'!/ 1'¡'1I tile \'Jlir il1C,)l1t' IiL\" rcl/rn. roii 11 ill , ~i'T ¡J rt'itl,; "l

;',:"; ,,,' :¡: ,~.¡j(i¡, !\1:hi:,'U, H"11tT,'I'. i¡n~' rcrILlid i5 like-!iIt) k li1r:;lT iln)iI r,i!i .11(1' ¡ii,'

l'¡;; .rl :: ¡U.(il)(J.

Additional 10% Tax if You are Under Age 59'/2

If you receive a payment before you reach age 591/, and you do not roll it over, then, in addition

to the reguar income tax, you may have to pay an extra ta equal to 10% of the taxable portion

of the payment. The additional 10% tax does not apply to your payment if it is:

o paid to you because you separate from Motorola during or after the year you reach

age 55;

fJ paid because you retire due to disability;

€) paid to you as equal (or almost equal) payments over your life or life expectancy

(or you and your beneficiary's lives or life expectancies); or

o used to pay certain medical expenses.

Special Tax Treatment

If your eligible rollover distribution is not rolled over, it will be taxed in the vear you

receive it. However, if it qualifies as a "lump-sum distribution," it may be eligible for special

tax treatment.

For a payment to qualify as a lump-sum distribution, you must have been a participant in

the Plan for at least five years. The special tax treatment for lump-sum distributions is as

follows:

Fi\ l" Ye.ir A\t?raging

If you receive a lump-sum distribution after you are age 59'/, , you may be able to make a

one-time election to figure the tax on the payment by using "five-year averaging." Five-vear

averaging often reduces the tax you owe because it treats the payment much as if it were

paid over five years. Note: Five-year averaging will be eliminated for distributions made

after December 31, 1999.

.

Se IRS Form 5329

for more information

on the additional

10% tax.

ro

Important Tar

Information -

MOT- ERISA 0752

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 61 of 74 PageID #:3607
~

~ -'~B:~t:::~i¿ :"'~ ~:'~"~~~~'?

~~" .' 'JRSForm 4972 for '

~~n~l)n~rr~0!l ~.~;_ :~~.~~.. ;~: '~'¿

(1

o liiJiizù/ls

Ten- Year Awraging I f You \ ,''-rl' Born Ikf, 'ri: Liii 1I.in i, i" ,;"

If you receive a lump-sum distribution and you were born before January i. 1936, you c,in

make a one-time election to figure the tax on the pa\'ment bv using ten-year awraging

(using 1986 tax rates) instead of five-year averaging I using current tax rates). Like the tiwyear averaging rules, ten-year awraging often reduces the tax \'OU o\\e.

Capital Gain TreatmcntlfYtlll \"t.e' Bi'rn RCli're' ¡;i:H:;~:' :.

In addition, if you receive a lump-sum distribution and \'ou \,'ere hemi before Januan' J.

1936, you may elect to have the part of your payment that is attihutable tn your prl'-197-l

participation in the Plan (if any) taxed as long-term capital gaim at a ratl' oi 2000.

There are other limits on this special tax treatment for lump-sum distributions. For

example, you can generally elect this special tax treatment onl\ once in your Iifl'timl'. and

the eJection applies to all lump-sum distributions that \'ou receiw in that same War. If \"ll

have previously rolled over a payment from the Plan (or certain othl'r similar plans oi thl'

employer), you cannot use this special tax treatment for later pa\"ients from the Plan. Ii

you roll over your payment to an IRA, you wil not be able to use this spl'cjal treatment for

later payments from the IRA. Also, if you roll over a portion of your payment to an IRA..

this special tax treatment is not available for the rest of the payment. Additional

restrictions are described in IRS Form 4972, which has more information on lump-sum

distributions and how you elect the special tax treatment.

Motorola Stock

There is a special rule for a pavment from the Plan that indiidò emplo\'tr stock. Under

this special rule, vou may have the option of not paying taX on the "net unrealized

appreciation" of the stock until yOU sell the stock.

To use this special rule:

, the payment must qualifv as a lump-sum distribution as described above (or would

qualify except you do not yet have five years of participation in the Plan), or

, the Motorola stock included in the payment must bl' attributahle to after-tax

employee contributions, if any.

For exiimple:

.\l(Hordltl )j¡)(k t..; l(111!riì)il!~',; ,'i': i': ' :; ,

."!ili:k Î.'~ i\"lUi! -,j.~f)fJ l~';;t'!; ",':: l,,'

Îi: l'I;!Ul' linti! \'tll' ï'il!tr ...l.;':' :':l" .'... '¡';

In in,:.: t'd5L', ~'(:i!' !1l: t¡I.',"L'r;:.:i-,' I,,:":'

ì ;l!l J.¡¡¡~' l.i.':!t'/liì' l!t\-¡ , .:¡~; r,) l;i.'- .. . ' .

.':;ih-k, uU/l'.";.' \ 'l)i/ "t);/ (~: to, ; ii.' :.::, i, ;.,

till! l1l r¡)iii'd ilj'(r rt) dl: n\.-\ ,'.'

.l'(i!i()i'i~r ii:d: j-i';: u;¡J,' "~I;!'.\L'

ff' ~'i)!i f'L\'i'iïL~ .\ ll1i¡l;ï';¡; ."f¡\

~'I\"tiiÌ! !iÌ.\ rrl,i;I;;i'I:: t:'j::

IL'\.Til,~ll!; n;'iI~ d.,',', li,;"':"1;

MOT. ERISA 0753

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 62 of 74 PageID #:3608
Surviving Spouses. Alternate Payees and Other Beneficiaries

In general, the rules summarized in this section that apply to Motorolans also apply to

payments to surviving spouses or former spouses who are "alternate payees." You are an

alternate payee if your interest in the Plan results from a Qualified Domestic Relations

Order (QDRO) which is an order issued by a court, usually in connection with a divorce or

legal separation. Some of these rules also apply to a deceased Motorola employee'~

beneficiary who is not a spouse. However, there are some exceptions for payments to

sur\'iving spouses, alternate payees and other beneficiaries:

If You are a Sun'j\'ing Spouse

You may choose to have an eligible rollover distribution paid in a direct rollover to an IRA

or paid to you.

If you have the payment paid to you, you can keep it or roll it over yourself to an IRA but

you cannot roll it over to an employer plan. If you are an alternate payee, you have the

same choices as the employee. Thus, you can have the payment paid as a direct rollover or

paid to you. If you have it paid to you, you can keep it or roll it over yourself to an IRA or

to another employer plan that accepts rollovers. If you are a beneficiary other than the

surviving spouse, you cannot choose a direct rollover and you cannot roil over the

payment yourself.

If You arc' a SurYi\'n¡r Spouse, an :\lternate Payee, or :\nother BenetÌcian

Your payment is not subject to the additionali 0% tax described on Page 56, even if you

are vounger than age 59'1, .

You ma\' be able to use the special tax treatment for lump-sum distributions and the

special rule for payments that include employer stock, as described on Pages 56-5ï. If yOU

receiv, J payment because of the employee's death, you may be able to treat the payment as

a lump-sum distribution if the emplovee met the appropriate age requirements, and had

fiw "ear~ of participation in the Plan.

Where to Go for More Information

This notice summarizes onl" the federal (not state or local i tax rules that may apply to

your payment. The rules described above are complex and contain man\' conditions and

exceptions that are not included in this booklet. Therefore. yOU may want to consult a

professional ta.x advisor before you take a payment of your benefits from the Plan. Also.

you can find more specific information on the tax treatment of payments from qualified

retirement plans in IRS Publication 5ï5: Peiisioii aiid AI11l1ìtr Iiicome, and IRS Publication

590: IlJdil'idlial Retirement Arraligel7ells.

~

These publications a

, available from your

local IRS offce, by

callng1-BDOTAXFORMS, or on the

World Wide Web at

, http://www.irs.ustreas

.;?go.~:;",;:,!,,:, ,.

Imponanr Tax

111lomiari011 G)

MOT-ERISA

0754

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 63 of 74 PageID #:3609
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:;j~.:r MOT - ERISA 0755

:~7~f":~":"~:~~~"'~l'." -:~~t;..~.

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 64 of 74 PageID #:3610
~~ Important Information Related to

, Investment Options

The Protìt Sharing and InvèStment Plan is intended to constitute a plan described in

Section 4041 c! of the Employee Retirement Income Security Act (ERISA) and Section

2550.404(- i of Title 29 of the Code of Federal Regulations ("404( c) Regulations"). This

means that the iìduciaries of the Plan may be relieved of liability for any losses that are the

direct and necessary result of investment decisions made, and investment instructions

given, bv you as a Plan participant or benetìciar\' with respect to the investment of the

mone\' in your accounts in the \'arious funds of the Plan.

Where You May Get Plan Information

To complv with Section 4ü-ltc) of ERISA and the 404(c) Regulations, the Plan names the

person who holds tht position of !\lanager of Retirement Benefits Administration ("RBA")

from time to timt as the fiduciary (" 404( c) Fiduciarv') who is responsible for providing

the information dtscribtd below upon request of a Plan participant or beneficiary. The

address of the 4ü4t c) Fiduciary is: Retirement Benefits Administration, P.O. Box 63962,

Phoenix. Arizona ~50R2-3962 (lnttroffice: AZ49-R3219), and the telephone number is

J -800-.lfi2-.;-l29.

Specific Information You May Request

The -lO"¡ i c) Fidu(ian' or his or her designee \,'ilI provide the following information to yOU

upon requöt:

. a descripiion of the annual operating expenses of each fund of the Plan which

reduce the ratt of return and the aggregate amount of such expenses expressed as a

ptr(entage of awragt net assets of each fund;

, wpiö ,)t ihe prospectus, the tìnancial statements and reports for the Plan;

, ,) list of the assets hdd bv each fund and the value thereof;

. information concerning pasl and current investmeni performance of each fund: and

the qlue of tht Plan participants or benetìcian"s account in each fund.

Proxy Voting

Proxies rdJiing to stcurities htld b,' each fund (other than the Motorola Stock Fund) are

",)ted by ,1 Pro:\\ Committee. consisting of three members who are appointed by the Profit

Sharing Commitlte pursuant to authorin' granted by the Trust Agreement between

\!Otl.lrOL1 and Tho? \:llthi=n Trust Compam', tht Trustee of the Plan trust fund. Voting

rights ,,'ith röpeci to tht ~lotorola stock in the ~iotorola Stock Fund are passed through

to Pl,n parti(ipJnts and btndì(iaries who haw ill'e5tmtnts in that fund, MOT- ERìSA C756

JilïCS1Jltlir apI/on'

I1jforJ17(Irin;; CD

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 65 of 74 PageID #:3611
æ Horizons

Confidentiality of Information

The following procedures have been established to provide for the confidentialitv of

information relating to the purchasing, holding and sale of ~1otorola stock thro~gh

transactions in the Motorola Stock Fund and the exercise of \'oting, tender and si;'ilar

rights with respect to Motorola stock in the Motorola Stock Fund held by Plan participants

and beneficiaries:

, With respect to purchasing, holding and sale of ~lotorola stock. Motorola. the Protìt

Sharing Committee and the Manager of Retirement Benefits Administration have

established procedures to ensure that confidentiality of information regarding

transactions in Motorola stock by Plan members and benetìciaries ",ill be

maintained. Access to employees' information on-line is limited to Human

Resources staff who have a need to provide benefit assistance to employees in their

Sector/Group.

, With respect to the exercise of tender or exchange rights, or any other voting rights.

Motorola, the Profit Sharing Committee and the trustee of the Plan's trust fund

have entered into a Confidentiality Agreement to ensure the confidentiality of the

decisions of Plan participants with regard to the tendering of Motorola shares in

any tender or exchange offer for Motorola shares and voting of Motorola stock at

meetings of stockholders of Motorola. Neither Motorola, its employees, the Profit

Sharing Committee nor any person acting on their behalf can have access to such

information except to the extent necessary for Motorola or the Profit Sharing

Committee to comply with applicable federal law or state laws not preempted by

ERISA. Motorola and the Profit Sharing Committee have also entered into a similar

Confidentiality Agreement with the company that counts and records the voting

results with respect to matters voted on by Plan members and beneficiaries at

meetings of stockholders of Motorola.

The Profit Sharing Committee is responsible for monitoring compliance with the above

confidentiality procedures

MOT. ERISA 0757

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 66 of 74 PageID #:3612
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lse this chart tll help \'OU make important Pension Plan Jnd Protìt Sharing and

In\'estDlent Plan decisions ior difierent liie situations. For details on eJch of thöe Phins.

refer to the appropriJte sections of this bookie!.

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MOT- ERISA 0758

,0

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 67 of 74 PageID #:3613
,'- f-h:joii\

II Glossary

401 (a)( 1 ï) Limit-AnnuaI amount established by the Internal Revenue Sen'Ice under

Section 40 I (a)(J 7) of the Code that limits compensation that mm' be considered

for Profit Sharing participant contributions and Pension Plan benetìts. This limit

is subject to change in increments of S i 0,000 based on cost of li\'ing increases.

40 I (k) Limit- Annual amount established by the Internal Revenue Service that limits the

amount you can contribute to a qualified plan on a tax-deferred basis. The limit is

subject to change in increments of $500 based on cost of living increases.

Alocated- Credited (e.g., your share of Company Profit Sharing contributions allocated

to your account).

Anniversary Date- The date used in the retirement system to measure years of service

from the hire date.

Annual Installments- Amounts paid on a yearly basis. This payment option is available

from the Profit Sharing Plan if you were hired before January I, 1996.

Annuih'- Periodic payment made to a retiree until his or her death. To purchase an

annuity means to pay a lump-sum payment to an insurance company. In return,

the insurance company guarantees that certain periodic pa\'ments will be made to

the participant, as long as he or she lives beyond the first due date of the annuity.

Annuities may also provide periodic payment to a retiree's joint annuitant or

beneficiary upon the retiree's death. These payments may be prO\'ided over a fixed

period of time or until the beneficiary's death, depending on the type of annuity

elected. In the Pension Plan, however, the Pension Trust makes periodic payments

to retirees.

Balanced Fund- One of the four investment funds of the Profit Sharing Investment Plan

Trust Fund. This fund is invested in a diversified portfolio of securities, equity and

fied income, with the objective of long-term account growth, (Previously called

the General Fund.)

Benetìciary- The person or persons (other than the participant) designated bv a plan or

participant to receive the benefit resulting from the death of the participant. You

should name a beneficiary for any benefits that will become pavable from the

Supplementary Contributory Retirement Plan andior the Profit Sharing and

Investment Plan in the event of your death.

Break in Serlice- Pension Plan: a 12-month period (figured from \'our original date of

employment or any anniversary of it) in which you do not work at least 501

hours. Profit Sharig and Investment Plan: a period of at least 12 consecutive

months in which you do not work.

MOT- ERISA 0759

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 68 of 74 PageID #:3614
(crti!Ìc:lIc I't Dcnosit ! CD ,- Investment issued bv bank or savings and loan at a stated

interest rate for a specific period of time. Principal and interest rate may be

guaranteed by a governmental agency depending upon the principal amount

invested. A five-year CD plus 2% is used as the basis for setting the Profit Sharing

loan interest rate.

CI1l1f'an\' Contributioii- Contributions allocated to your account if you haw at least one

year of service. Company Contributions are invested based on your elections for

your own contributions. Two types of Company contributions can be made under

the Profit Sharing and Investment Plan:

Matchig Contributions: Allocated each pay period if the previous year's profit

after tax is at least 4% of sales. If a Match is made, Motorola wil match dollar for

dollar on the first 1 % of compensation you contribute, and 50 cents on the dollar

for the next 2% of compensation you contribute.

Profit Sharg Contribution: Based on 7th of worldwide earnings before income

taxes times U.S. payroll divided by worldwide payroll. If Profit Sharing formula

results in greater contribution than the total aggregate Matching Contributions.

then your share of the difference will be based on your contributions up to 3% of

compensation.

(omrcnsatÍoii- For Profit Sharing and Investment Plan and Pension Plan purposes,

compensation refers to regular earnings and commissions, including individual

sales incentive, Field Sales and Engineering Incentive Plan payments, shift

differentials, and overtime. Compensation does not include Return on Net Assets

(RONA) Incentive Plan payments, or any other type of incentive payments.

bonuses, severance payments, moving allowances, educational allowances, noncash payments or overseas allowances.

Compounding Inicrest- \'Y'hen your interest compounds it means vou are earning interest

on your interest, over and over again.

Dl'ault- (I) The rate (3%) at which participants will begin contributing to the Profit

Sharing and Investment Plan beginning the first of the month following one veal'

of service if a contribution election is not made, and (2) The investment fund

(Balanced Fund) that contributions will be invested in if no investment election is

made.

liirc.: J~"ii(l\ cr- Dollars transferred directly from one qualified employer plan into

another qualified employer plan or individual retirement arrangement.

:.irli iktircllcnt Datc- For Profit Sharing and Investment Plan and Pension Plan

purposes, the date you attain age fifty-five with five years of service.

F.quii\ fund- One of the four investment funds of the Profit Sharing and Investment

Plan Trust Fund. This Fund is invested in a diversified portfolio of common

stocks. The objective of this Fund is long-term growth. During interim periods.

the Equity Fund could experience substantial fluctuations in account values.

Glossa r.\' ~-

MOT. ERISA 0760

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 69 of 74 PageID #:3615
fi()r:.l(j¡l~

Fin;inej;i! H;ird,hi!,- When you need to make a withdrawal from \'our Profit Sharing. &.

Investment Plan account because of an unforeseen immediate and heavy tÌnancial

need, and your need cannot be met bv other income sources.

Forfeitures- The portion of Company Contributions (both Matching and Profit Sharing

Contributions) that are forfeited by participants who leaH' ~iotorola before their

accounts are fully vested.

Horizons- A component of LifeSteps including the Pension Plan and the ProtÌt Sharing

and Investment Plan.

Installents- Payments of an equal amount (plus or minus investment earnings Ol"t the

prior period) over a stated number of years. This payment option is available from

the Profit Sharing and Investment Plan for employees hired before January 1, 1996.

Im'estment Funds- Four funds of varying risk and return potential in the Profit Sharing

and Investment Plan, in which your contributions and Compam' Contributions

mav be invested. The four funds are the Balanced Fund, the Motorola Stock Fund,

the Equity Fund, and the Short- Term Income Fund.

Lump-Sum Distribution- A payment of your entire balance under the Profit Sharing and

Investment Plan that is paid within one year of your termination and is payable to

you because you have separated from service with Motorola.

\lotorohi Stock. Fund- One of the four investment funds of the Profit Sharing and

Investment Plan Trust Fund. This Fund is invested in Motorola, Ine. common

stock.

:\et lnrealized Appreciation- Generally, the increase in the value of Motorola stock while

it is held bv the Profit Sharing and Investment Plan.

:\ormal Retirement Date- The date on which you attain age sLxty-five.

Participant Contributions- Your contributions to vour Profit Sharing and Investment

Plan account. You may contribute up to 17% of your pai' I a I % contribution is

mandatory after one \'ar of sen'ice). Contributions may be invested in one or

more of the four investment funds.

Personal Ident ifìcation 'umber i PI' ,- A personal number necessari' to access your

Profit Sharing and Investment Plan account information, or make changes to your

elections through the TIME voice response system. An authorization card must be

submitted to the Retirement Benefits Administration OfJce before elections may

be made through TIME.

Profit After Tax (P.A.T. 1- Earnings after income taxes (net sales less costs, expenses, and

income taxes!.

pront Sharin~ :ind Imest ment Plan P~I p.- The nei,' name for the prei'ious Motorola

Emplovees' Savings and Profit Sharing Plan. The name "'as changed to better

reflect the Plan's Profit Sharing and salary investment features.

MOT - ERISA 0761

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 70 of 74 PageID #:3616
Profit Sh,Hing COl1mittce- Formerly called Advisory Committee; responsible for

administering the Profit Sharing and Investment Plan. Three members are

appointed by the Board of Directors (with one of these members designated as

chairperson). The other two members are elected by Plan participants and serve a

two-year term.

Qualified Domestic Rdations Order i QDR01- A qualified domestic relations order is a

court order that (1) creates or recognizes the existence of an alternate payee's right

to, or assigns to an alternate payee the right to, receive all or a portion of the

benefits payable with respect to a participant under a plan and (2) meets several

statutory requirements.

Qualific'J Linplo\Cr Plan- A Plan maintained by an employer that is qualified under

Section 40 l( a) of the Internal Revenue Code.

Retirel1ent Benclits :\Jministration- Benefits office (located in Phoenix, Arizona)

responsible for the administration, processing, customer service and benefits

systems for the Profit Sharing and Investment Plan and Pension Plan.

Rolh)\l'- A distribution from a qualified plan that you deposit in another qualified

employer plan or in an individual retirement account or annuity.

Service' \,Jub ll.iie- Date that reflects total service with Motorola (including past sen'ice

with a companv in the event of merger or acquisition). Used to determine vesting

in the Pension Plan and Profit Sharing and Investment Plan.

Social '.\.cmii \ Ott\ct- Portion of your primary Social Security benefit (or deferred Social

Securit\' benefit for retirement after age 65) which is used in determining your

Motorola Pension benefit.

'Lix,ihk In(l)jll\.- Income subiect to federal and some state income tax rates.

ll\lr- (Timel\' Information for Motorola Emplovees); an interactive voice response

telephone system which replaces the use of paper forms and allows you to obtain

account information as well as process transactions that affect your Profit Sharing

and Investment Plan account. The toll-free number is 1-800-585-5100. The

number for l.S. expatriates is 1-602-675-9661.

L niiorinL'd "cT\ !C\.- Voluntary or involuntary performance of duty as part of the Armed

Forces, Arm\' l"ational Guard, Air National Guard, Commissioned Corps of the

Public Health Service or any other category of persons designated by the President

in time of ware or emergency including am' of the following:

. Active dut\';

. Active duty for training:

. Initial active duty for training:

. Inacti\'e duty training;

. Full-time National Guard duty; or

. Taking an examination to determine fitness for an\' of the above duties.

MOT. ERISA 0762

Glossary 07

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 71 of 74 PageID #:3617
í'¡ Ii r;¡,o;;"

\'csted Compam' Contriouiion-- The value of Company Contributions in \\)ur 3(COUnl

which are not subject to forfeiture if you leaye l\1otorola for al1\' reason,

\"esting- A benefit plan provision that you will, after meeting certain requirements, retain

a right to the benefits you have accrued (or some portion oi them i e\'en if ,"our

employment under that plan terminates before retirement. Your LOntributions are

always fully vested.

Years of Seryice- All completed years and months that ~'ou work at ¡"lotorola that are

used to determine eligibility and vesting in the Pension Plan and Profit Sharing

and Investment Plan. Completed years and months that you \\'ork at \lotorola

after December 31, 19ï7 are used to determine the amount of ,"our Pension

benefit.

MOT - ERISA 0763

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 72 of 74 PageID #:3618
I

,

!n1portant Phon~ ~,Ti~!~: 1),,1's i - '-

L' Use these toll-free phone numbers to get information and get your questiom ans\\'ered. You

may also look up benefits information on an interacti\,e kiosk located in mall ~Iotorola

facilities or on Benefits Online at http://w\\.\\..hr.mot.com/benefits.

~,

~

Benefit Coverage/Claim Status

Benefits Administration Offce ...................................,.....................................'.......,........ i -800-421 -3973

Expatriates 1-602-44 i -7015

Network Providers/Hospitals

ea IleAR E .,....................,......................"...............................,...........................'.................",...., 1-800-63 4-eARE

TOO' 1-800-257-8595

Expatriates 1-602-441-7015

Hearing Care Program (National Ear Care Plan)................................,......,.....,..........,....,l-800-766-3363

(voice and TOO')

Vision Care Program (Vision Service Plan) ............................,......................................... 1-800-622-7444

TOO' 1-800-428-4833

Mental Health and Chemical Dependency Program

Ca IICARE .., .................,.....,.......,.....,....................,.............."................,.......,...,.....,... ..." ,...,...,,1- 800- 63 4-CAR E

TOO' 1-800-257-8595

Expatriates 1-602-441-7015

Prescription Drug Program

pes Health Systems,.............................................................,........ ,.........,........................,1-800-335-5268

TOO' 1-800-469-5040

Expatriates 1-407-351-6141

LifeWorks: Family Resource 8: Referral Program

L i feW arks. .... ........ ..... .....'.,..,......,....... ...... .......... ......,....., ,.,..". ,1-800-635-0606

(voice and TOO')

Long-Term Care Insurance

eNA Insurance ..........................................,...................................,...............,......,................,..1-800- 2 i 3-1237

TOO' i -800-955-8771

Expatriates 1-407-858-5328

Profit Sharing and Investment Plan Account

TIME System ..........'...,..........,...............'......'....... ....................................1-800-585- 5 100

Expatriates 1-602-675-9661

Profit Sharing Loans

Retirement Benefits Administration ..'....'.................. ........,............'..,.... ,.....,,1-800-462- 3429

Expa:riates 1 -602-441-7015

Pension Plan Benefits

Retirement Benefits Administration ............,.........,.. ......,................,..'.. ,.. i -800-462-3429

Expatriates 1-602-441-7015

MOT - ERISA 0764 .ror tl't hearing imoa:red

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 73 of 74 PageID #:3619
(M) MOTROLA '-

Thi, repon was intcrnalh' produced b\' the ~lotorola Benefits Department and Strategic Business Communications Departmeni-

"¡sion: To Be Best of rhe Best-Indispensable to Customers' Success'

!\lotorola is an Equal Opportunit\'/Affrmative Action Emplo\er

LifeSteps" is a Sen'icemark of Motorola. Ine.

If tht're are an\' disCtt'pancies between this brochure and the Plan documents. Plan documents will go\'ern,

(! Printed on recvcled paper,

Motorola cares about ¡he environment.

MOT - ERISA 0765

002-9707

Case: 1:03-cv-05044 Document #: 333-8 Filed: 02/15/08 Page 74 of 74 PageID #:3620