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.,

)-

that the methods specified in (ii) and (iii) below may not be elected by a

Paricipant who becomes an Employee on or after Januar 1, 1996:

(i) By payment of a lump sum;

. .

(ii) By payment in substatially equal anual installments over a perod

cern not exceeding the life expectacy of the Paricipant. The accounts

of a Paricipant or former Paricipant who elects to receive installment

payments shall continue to share in the Income of the Investment Funds in

which he has investments until all amounts in the accounts are paid out.

Upon the death of a Paricipant or former Paricipant who is receiving

intallment distrbutions, the remaining balance in his accounts shall be

paid to his Beneficiar or Beneficiares in a lump sum. A Beneficiar may

not elect to be paid in installments. If a Paricipant resigns or is

discharged prior to his Early Retirement Date, such Paricipant may not

elect to be paid in anual installments.

..\

(iii) By the purchase of a Qualified Anuity for such Paricipant with par or all

of the amounts credited to the accounts of such Paricipant. Upon

payment of a premium for a Qualified Anuity on behalf of a Paricipant,

the Paricipant's share of the Fund applied to such premium shall cease to

be an asset of the Trust Fund and he shall cease to be a Paricipant with

respect to such amount or with respect to the Qualified Anuity.

(iv) By direct transfer of an Eligible Rollover Distribution to an Eligible

Retirement Plan specified by the Distrbutee in a Direct Rollover. The

following definitions apply to this Section 5.6(a)(iv):

(1) An "Eligible Rollover Distribution" is any distribution of all or any

portion of the balance to the credit of the Distrbutee, except that

an Eligible Rollover Distribution does not include: any distrbution

that is one of a series of substantially equal periodic payments (not

less frequently than anually) made for the life (or life expectacy)

of the Distrbutee or the joint lives (or joint life expectancies) of

the Distributee and the Distributee's designated Beneficiar, or for

a specified period of ten year or more; any distrbution to the

48 MOT-ERISA 3987

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-\

,

t

.,

í

extent such distrbution is required under Section 401(a)(9) of the

Code; and the portion of any distrbution that is not includable in

gross income (deterined without regard to the exclusion for net

unealized appr~iation with respect to employer securties).

(2) An "Eligible Retirement Plan" is an individual retirement account

described in Section 408(a) of the Code, an individual retirement

anuity desribed in Section 408(b) of the Code, an anuity plan

described in Section 403(a) of the Code, or a qualified trst

described in Section 401(a) of the Code, that accepts the

Distrbutee's Eligible Rollover Distrbution. However, in the cae

of an Eligible Rollover Distrbution to the surving spouse, an

Eligible Retirement Plan is an individual retirement account or

individual retirement anuity.

(3) A "Distrbutee" includes a Paricipant or former Paricipant. In

addition, the Paricipant's or former Paricipant's suriving spouse

and the Paricipant's or former Paricipant's spouse or former

spouse who is the alternate payee under a qualified domestic

relations order, as defined in section 414(P) of the Code, are

Distrbutee with regard to the interest of the spouse or former

spouse.

(4) A "Direct Rollover" is a payment by the Plan to the Eligible

Retirement Plan specified by the Distrbutee.

(b) If a Paricipant does not make an election as provided in Section 5.6(a) within

sixty (60) days after the date the payment of a distribution is scheduled to

commence, such Paricipant's distribution shall be paid in a lump sum.

5.5 Loans. The Profit Sharng Committee shall have the authority to establish and maintan a

program under which loans may be made to any Paricipant who is an Employee, including those

on leave of absence or layoff (an "Eligible Borrower"). All loans shall be subject to the rules,

regulations, limitations, restrctions (including the assessment of processing fees), procedures and

provisions, in effect from time to time, adopted by the Profit Sharng Committee or its

delegate(s). Loans shall be subject to the following rules:

49

MOT-ERISA 3988

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...~

(a) Loans shall be made available to all Eligible Borrowers on a reasonably

equivalent basis.

(b) Loans shall not be made available to Highly Compensated Employees (as defined

in section 414(q) of the Code) in an amount greater than the amount made

available to other Eligible Borrowers.

(c) Loan shall be adequately secured, bear a reasonable interest rate, provide for

repayment within a specified period of time and be amortized over the term of the

loan in level payments made not less frequently than quarerly.

(d) If any of the surivor benefit requirements of Section 401(a)(Il) of the Code

applies to an Eligible Borrower when par or all of such person's accrued benefit

is to be. used as securty for a loan, no portion of such person's accrued benefit

may be used as securty for such loan unless the spouse (if any) of such person.

consents in wrting to such use during the 90-day period ending on the date on

which the loan is to be so secured. Such consent must be in wrting, must

acknowledge the effect of the use of the accrued benefit as securty for the loan,

and must be witnessed by a nota public or a Plan representative. Such consent

shall thereafter be binding with respect to the consenting spouse or any subsequent

spouse with respect to that loan. Consent, if given, shall be irrevocable. Spousal

consent shall not be required if it is established to the satisfaction of the Profit

Sharng Committee or its delegate that the spouse canot be located.

(e) In the event of default on a loan by an Employee Paricipant, if the Paricipant's

accounts secure the loan foreclosure on the note and security may be postponed

until a distrbutable event occurs under the Plan. In the event of default on any

loan, the Plan and Trust shall have the immediate and continuing right to offset all

principal and interest due on such loan against the accounts of the debtor.

(f) No loan shall be made which would constitute a distrbution under Section 72(P)

ofthe Code.

(g) If a proceeding under any banptcy or insolvency law or other law for the relief

of debtors is commenced by or against a Paricipant who has an outstanding loan

50 MOT-ERISA 3989

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'tj

from the Trust Fund (not from his individual account), and if payments on the

loan are stayed or ceased or not paid when due in accordance with the terms of the

promissory note or other evidence of indebtedness signed by the Paricipant, an

amount sufficient to pay in fuIi all principal and interest unpaid on the loan

indebtedness shall be withdrawn from the Paricipant's Company Contrbution

and Paricipant Contrbution Accounts and shall be used by the Trust to pay such

loan indebtedness, except that Income eared afer December 31, 1988 on Elective

Deferrals shall not be withdrawn. Any such withdrawal shall constitute a

withdrawal on account of hardship of the Paricipant. Any or all Company and

Paricipant contrbutions not made under Section 401(k) of the Code, and Income

thereon, may be withdrwn to pay loan indebtedness as herein provided.

(h) Except for withdrwals which are approved pursuant to Section 5.8, no

distrbution shall be made to any Eligible Borrower or to a Beneficiar or

Beneficiaes of any such Eligible Borrower, unless and until all loans, including

accrued interest thereon, to such Eligible Borrower have been repaid or liquidated _

out of the amounts credited to the accounts of such Eligible Borrower.

--¡

I

5.6 Facilty of Payment. Whenever, in the Profit Sharng Committee's opinion, a person

entitled to receive any payment of a benefit hereunder is under a legal disability or is

incapacitated in any way so as to be unable to manage his financial affairs, the Profit Sharng

Committee may payor cause payment to be made to such person or to his legal representative or

a relative or frend of such person for his benefit, or the Profit Sharng Committee may apply or

cause to be applied the payment for the benefit of such person in such maner as the Profit

Sharng Committee considers advisable. Any such payment in accordance with this Section 5.6

shall be a complete discharge of any liability for making of such payment under the Plan.

5.7 Notice of Address. Each person entitled to benefits hereunder must file with the

Company from time to time in writing his post offce address and each change of post offce

address. Any communication, statement or notice addressed to such a person at his last post

offce address as filed with the Company will be binding upon such person for all puroses of the

Plan. Neither the Profit Sharng Committee, the Trustee nor the Company shall be required to

search for or locate such person.

51 MOT-ERISA 3990

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. j .~

5.8 Hardship Withdrawals.

(a)

the Profit Sharng Commttee, a Paricipant may request a withdrawal from that

Subject to such rules and regulations as may frm time to time be promulgated by . .

porton of his accounts attbutable to (1) Elective Deferrls plus related Income

credited as of December 31, 1988, but exclusive of earngs after such date, and

(2) effective July 1, 2000, rollover contrbutions. No such withdrwal wil be

permitted without the consent of the Profit Sharng Committee or its designee and

then only to the extent that such withdrawal is necessar due to "financial

hardship." Unless the Profit Sharng Committee determines otherwise by rule or

regulation of general application, a Paricipant may take no more than one .

hardship withdrawal in any calendar year, and the minimum hardship withdrwal

shall be one thousand dollar ($1,000). "Financial hardship" means a

Paricipant's immediate and heavy financial need that canot be satisfied from

other reasonably available resources and is caused by one of the following:

(i) Medical expenses described in Section 213(d) of the Code previously

incured by the Paricipant, the Paricipant's spouse, or any dependents of

the Parcipant (as defined in Section 152 of the Code) or necessa for

any of these persns to obtain medical care described in Section 213( d);

(ii) Costs directly related to the purchase (excluding mortgage payments) of a

principal residence for the Paricipant;

(iii) Payment of tuition, related educational fees and room and board expenses

for the next twelve (12) months of post-secondar education for the

Paricipant, his spouse, children or dependents (as defined in Section 152

of the Code);

(iv) Payments necessar to prevent the eviction of the Paricipant from his

principal residence or foreclosure on the mortgage of the Paricipant's

principal residence; or

(v) Other unusual expenses creating a financial need.

52 MOT-ERISA 3991

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(b) The determnations of the existence of an immediate and heavy financial need and

of the amount necessar to meet the need wil be made in accordance with the

following standards:

(i) A Parcipant requesting a withdrawal must complete and sign an

application which sets fort (1) the facts causing the financial hardship; (2)

the amount required to meet (but not exceed) the financial need; (3) a

representation which demonstrtes that the financial need canot be

relieved frm other reasonably available resources, and (4) any other

matters required by the Profit Sharng Committee; and

(ii) The withdrwal will not be grted unless (1) financial hardship is

established to the reasonable satisfaction of the Profit Sharng Committee

or its designee, (2) the need canot be satisfied by a loan taken under

Section 5.5 hereof, and (3) the need canot be satisfied from other

reasonably available resources.

.-'¡

5.9 Withdrawal at Age 59Yi. Effective July 1,2000, a Paricipant who ha attained age 59Yi

and who is an Employee may withdrw all or any portion of his or her Paricipant Contrbution

Accounts by submitting a request for such withdrawal in such form and in such maner as the

Profit Sharng Committee may determine. Unless the Profit Sharng Committee determnes

otherwise by rule or regulation of general application, a Paricipant may take no more than one

such withdrawal in any six month period, and the minimum withdrwal shall be two hundred

dollars ($200). The Profit Sharng Committee may promulgate such additional rules and

regulations governing withdrawals at or afer age 59Yi as it deems appropriate from time to time.

MOT-ERISA 3992

53

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ARTICLE 6 - QUALIFIED MILITARY SERVICE

6.1 Special Definitions for Article 6. The following definitions shall apply to this Aricle 6:

(a) "Qualified Milita Serce" means any Service in the Uniformed Services by any

Employee or employee of an Affliated Employer if such Employee or employee

of an Affiliated Employer is entitled to reemployment rights under the Uniformed

Services Employment and Reemployment Rights Act of 1994 ("USERR"), 38

United States Code Section 4301, et seq.

(b) "Servce in the Uniformed Servces" mean the performance of duty on 'a

voluntar or involuntar basis in a Uniformed Service under competent authority

and includes active duty, active duty for training, initial active duty for trining,

inactive duty training, full-time National Guard duty, and a period for which a

person is absent,from a position of employment for the purose of an examination

to determine the fitness of the person to perform any such duty.

(c) "Uniformed Services" means the Ared Forces, the Ary National Guard and the

Air National Guard when engaged in active duty for training, inactive duty

trining, or full-time National Guard duty, the commissioned corps of the Public

Health Service, and any other category of persons designated by the President in

time of war or emergency.

-,~

6.2 Miltary Leave of Absence. Any employee of the Company or of an Affliated

Employer who enters into Service in the Uniformed Services shall, solely for purposes of the

Plan, be on a Militar Leave of Absence durng his term of Service in the Uniformed Services.

Such Militar Leave of Absence shall continue from the employee's date of entr into the

Service in the Uniformed Services to the earliest of the following:

(a) The expiration of the period following the date of his discharge from the Service

in the Uniformed Serices durng which he is required to apply for reemployment

as prescribed by USERR;

(b) The date of his return to employment by the Company or an Affliated Employer;

,

~.

(c) The date of his employment by another company; or

54 MOT-ERISA 3993

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(d) The date of his death.

6.3 Distribution of Benefits During Miltary Leave of Absence. A Paricipant on Militar

. .

Leave of Absence, at any time following his induction into the Uniformed Services, may request

a distrbution of the amount which would be distrbuted under Section 5.4(a) ifhe had resigned

or was discharged from the employment of the Company upon the date of his request. If the

request is approved by the Profit Sharg Committee, in its sole discretion, such amount shall be

paid over to the Paricipant withn thrt (30) days from the date of such request. The remaining

amount, if any, credited to the Paricipant's Company Contrbution Account shall not be a

Forfeitue, but shall remain in each of the funds in which such Paricipant has an interest as

provided for hereafter in Sections 6.4 and 6.5. The Profit Sharng Committee shall cause to be

creited to the Company Contrbution Account of such Parcipant his proportionate share of the

Company Contrbution contrbuted for the Plan Year durng which such Paricipant begins his

Militar Leave of Absence, if and when such contrbution is made.

-,,

l

)

6.4 Continuance of Participant's Interest in Fund During Miltary Leave of Absence. A

Paricipant on Militar Leave of Absence shall continue to paricipate in the Plan as though he

had remained in the active employment of the Company, except that he shall paricipate in the

Company Contrbution only to the extent provided for in Sections 6.3 and 6.6. The full amounts

credited to the accounts of a Paricipant on Militar Leave of Absence who does not receive a

distribution of his interest in the Trust Fund and the remaining amount, if any, credited to the

account of Parcipant on Militar Leave of Absence who has received a distrbution of the

amounts credited to his accounts under the provisions of Section 6.3, shall constitute such

Paricipant's interest in the Fund.

6.5 Effect of Termination of Miltary Leave of Absence. A Paricipant on Milita Leave

of Absence who is reemployed shall be credited with his share of the Company Contrbution for

the Plan Year durng which he returs to the active employment of the Company based on his

Paricipant Contrbutions for said Plan Year.

A Paricipant who does not retum to active employment with the Company on or before the date

of the expiration of his Militar Leave of Absence shall cease to be a Paricipant upon the

expiration of his Militar Leave of Absence and there shall be paid over to him the amount

(determined without giving effect to any distribution previously made to said Parcipant under

the provisions of Section 6.3) which would be paid over to him under the provisions of Section

55

MOT-ERISA 3994

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5.4 of the Plan if he had resigned from employment of the Company upon the date of the

, expiration of his Militar Leave of Absence, reduced by the amount of any distribution

j

credited to the accounts of such Paricipant shall constitute a Foneitue.

previously made to said Paricipant under the provisions of Section 6.3. The remaining amounts . .

Any amount credited to a Paricipant under the provisions of ths Aricle 6 to which the

Parcipant is not entitled because of the expiration of his Militar Leave of Absence which is

unown to the Profit Sharng Committee shall, upon discovery thereof, be treated as a

Foneiture.

6.6 Employees Entitled to the Benefis of USERR. Notwthstanding anything to the

contr which may be contained elsewhere in the Plan the following provisions shall apply to

each employee of the Company or of an Affliated Employer who is entitled to the benefits of

USERR and who is reemployed (the conditions of USERR for reemployment having been

complied with) by the Company or an Affiliated Employer, as applicable, after a period of

Qualified Milita Service, subject to the conditions and restrctions of USERR and Section,

414(u) ofthe Code:

/-"l (a) Each such employee reemployed under the provisions of USERR shall be

treated as not having incurred a break in service by reason of the employee's

period of Qualified Milita Service.

(b) Each period of Qualified Military Service served by an employee shall be, upon

reemployment under the provisions of USERR, deemed to constitute service

with the Company or the Affliated Employer and shall be counted in determining

Yea of Service for all puroses of the Plan.

(c) A Paricipant reemployed under the provisions of USERR shall have the right,

during the period which begins on the date of reemployment and the duration of

which is thee (3) times the period of Qualified Militar Service of such

Parcipant or five (5) years, whichever is less, to make Paricipant Contrbutions

in an amount elected by such Paricipant, but not less than one percent (I %) of

Compensation and not exceeding the maximum amount of Paricipant

Contributions which such Paricipant would have been permitted to make under

the Plan during the period of Qualified Militar Servce if he had remained

continuously employed by the Company throughout such period, based on the

56 MOT-ERISA 3995

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/

Compensation he would have received if he were not in Qualified Militar

Service. Such deemed Compensation shall be determined based on the rate of

Compensation the Paricipant would have received from the Company but for his

Qualified Milita Servce, or -if such Compensation that is not reasonably

cerain, based on such Paricipant's average Compenation from the Company

durg the twelve (12) month period immediately preceding the Qualified Militar

Servce, or, if shorter, the period of employment immediately preceding the

Qualified Milita Service. With respect to such Parcipant Contrbutions made

by a reemployed Parcipant as aforeaid, the Company shall make Company

Contrbutions to such Parcipant's Company Contrbution Accounts in such

amounts as would have been required had such Paricipant Contrbutions been

made durng the perod of the Parcipant's Qualified Milita Serce; provided,

however, that no Income eared durng such Paricipant's Qualified Milita

Service shall be allocated to such Paricipant's accounts based on Paricipant

Contrbutions or Company Contrbutions made pursuant to ths Section 6.6(c).

.'-\

,

6.7 Applicable Laws. The provisions of this Aricle 6 shan be subject to all applicable

statutes and laws of the United States, including, but not limited to, USERR and Section 414(u)

of the Code, and the rules and regulations thereunder, and in case of any inconsistency, said

statutes, laws, rules and regulations shall control. The provisions of this Aricle 6 shall tae

precedence over any other inconsistent Plan provisions.

MOT-ERISA 3996

57

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ARTICLE 7 - PLAN ADMINISTRATION

"

:;

shall be administered by a committee to be known as the "Profit Sharng Committee" comprised

7.1 Membership ofthe Profit Sharing Committee. Effective September 1, 1999, the Plan . -

of one or more individuals appointed by the Board of Directors, or by a delegate appointed by the

Board of Directors, to serve at its pleasure and without compensation from the Trust Fund.

Members of the Profit Sharng Committee may. but need not, be directors, officers or employee

of the Corpration. Any such member of the Profit Sharng Committee appointed by the Board

of Directors or its delegate may resign by delivering his wrtten resignation to the Board of

Directors or its delegate. Any member of the Profit Sharng Committee may be removed,

without cause, by the Board of Directors or its delegate. In the event of the resignation, removal

or death of a member of the Profit Sharng Committee, the Board of Directors or its delegate may

appoint a replacement. The Company may, in its sole and absolute discretion, pay expenses

authorized and incured by the Profit Sharng Committee in the administration of the PLan but is

not required to do so. Any such expenses not paid by the Company shall be paid from the Trust

Fund.

-)

7.2 Powers of the Profi Sharing Committee. The Profit Sharng Committee shall have

authority and discretion to control and manage the operation and administrtion of the PLan

including all rights and powers necessar or convenient to the caring out of its functions

hereunder, whether or not such rights and powers are specifically enumerated herein. The Profit

Sharng Committee may, in its discretion, delegate authority with regard to the administration of

the Plan to any individual, offcer or committee in accordance with pargraph (i) below.

Notwithstanding any other provision of the Plan, if an action or direction of any person to whom

authority hereunder has been delegated conflicts with an action or direction of the Profit Sharng

Committee, then the authority of the Profit Sharng Committee shall supersede that of the

delegate with respect to such action or direction.

,"-

Without limiting the generality of the foregoing, and in addition to the other powers set fort in

ths Aricle 7, the Profit Sharng Committee shall have the following express authorities:

(a) To construe and interpret the provisions ofthe Plan; to decide all questions arsing

thereunder, including, without limitation, questions of eligibility for paricipation,

eligibility for benefits, the validity of any election or designation made under the

Plan, and the amount, maner and time of any allocation to accounts or payment

of any benefits hereunder;' and to make factual determnations necessar or

appropriate for such decisions or determination;

58

MOT-ERISA 3997

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")

(b) To prescribe procedures to be followed by Parcipants, former Paricipants,

Beneficiares or alternate payees in filing applications for benefits and any other

elections; designations and forms required or permitted under the Plan;

(c) To prepare and distrbute information explaining the PLan

(d) To receive from the Company and from Paricipants, former Paricipants,

Beneficiares and alternate payees such information as shall be necessar for the

proper administrtion of the Plan;

(e) To fush the Corporation, upon request, such reports with respect to the

administration of the Plan as are reasnable and appropriate;

(f) To receive, review and keep on file, as it deems convenient or proper, report of

the finaicial condition, and of the receipts and disburements, of the Trut from

the Trustee;

(g) To appoint or employ advisors, including legal and actuaral counsel (who may

also be counsel to the Company) to render advice with regard to any responsibility

of the Profit Sharng Committee under the Plan or to assist in the administrtion

of the Plan; and

.~l

i

(h) To select anuity providers to provide benefits from the Plan and to select

investment managers for puroses of the Plan;

(i) To designate in writing other persons to car out a specified par or pars of its

responsibilities hereunder (including this power to designate other persons to

car out a par of such designated responsibility). Any such designation must be

accepted by the designated person who shall acknowledge in wrting that he, she

or it is a fiduciar with respect to the Plan. Any such person may be removed by

the Committee at any time with or without cause; and

(j) To rule on claims, and to determine the validity of qualified domestic relations

orders described in Section 41 4(P) of the Code and to comply with such orders.

The Profit Sharng Committee shall perform its duties under the Plan and the Trust Agrement

¡ solely in the interests of the Paricipants (and their Beneficiaries). All rules, actions,

59

MOT-ERISA 3998

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interpretations and decisions of the Committee are conclusive and binding on all persons, and

\ shall be given the maximum possible .deference allowed by law.

)

7.3 Procedures of the Profit Shanng Committee. The Profit Sharng Committee shall act

- -

by a majority of its members at the time in offce, and such action may be taken either by a vote

at a meeting or in wrting without a meeting. The Profit Sharng Commttee may authorize any

person or persons, who may but need not be a member or members of the Profit Sharng

Commttee, to execute any document or documents on behalf of the Profit Sharg Committee, in

which event the Profit Sharng Committee shall notify the Trustee in wrting of such action and

the name or names of such person or persons so designated. The Trutee thereafter may accept

and rely upon any document executed by such person or persons as representing such action by

the Profit Sharng Committee until the Profit Sharng Committee shall file with the Trustee a

wrtten revocation of such designation.

'\i

7.4 Adoption of Rules by Profit Sharing Committee. The Profit Sharng Committee may

adopt such rules as it deems necessar, desirable or appropriate. All rules and decisions of the .

Profit Sharng Committee shall be uniformly and consistently applied to an Paricipants in

similar circumstances. When makng a determination or calculation, the Profit Sharg

Commttee shall be entitled to rely upon information furnished by a Parcipant or Beneficiar,

the Company, the legal counsel of the Company, the Trustee, or such other person as it deems

appropriate.

7.5 Directions to Trustee. The Profit Sharng Committee shall advise the Trustee in wrting

with respect to an benefits which become payable under the terms of the Plan and shall direct the

Trustee to pay such benefits from the Trust Fund.

7.6 Records to be Kept by the Profi Sharing Committee. The Profit Sharng Committee

shall keep a record of all its proceedings and acts and shall keep all such books of account,

records and other data as may be necessar for the proper administrtion of the Plan. The Profit

Sharng Committee shall file or cause to be filed all such anual reports, financial and other

statements as may be required by any Federal or State statute, agency or authority withn the time

prescribed by the law or regulations for filing said documents. The Profit Sharng Committee

shall fuish such report, statements, and other documents to Paricipants and Beneficiares of

the Plan as may be required by any Federal or State statute or regulation within the time

prescribed for fuishing such documents.

60

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\

j

7.7 Inspection of Records of the Profit Sharing Committee. The Profit Sharng

Commttee's records and books of account shall be open to inspection at all reasonable times by

the Board of Directors or any person designated from time to time by the Board of Directors.

-

7.8 Indemnification. The Company shall indemnfy each member of the Profit Sharng

Committee, and the directors, offcers and employees of the Company involved in the operation

and adinistrtion of the Plan against any and all claims, loss, damages, expenses and liabilties

arsing from any action or failure to act, except when the same is determed by the Board of

Diectors to be due to gross negligence or wilful misconduct of such member.

7.9 Claims Procedure. The Profit Sharng Committee shall make all determinations as to

the right of any person to a benefit. The Profit Sharng Committee shall establish a claims

procedure which complies with Section 503 of ERISA and the regulations thereunder.

.-, \

L

7.10 Participants Subject to Section 16(b) of Securities Exchange Act. Notwthstadig

anyting to the contrar in this Plan, to prevent violations of the Securties Exchange Act of _

1934, as amended, (the "1934 Act"), the Profit Sharng Committee or its delegate shall have the

right to impose restrctions and limitations which are additional to and different from those

contained in this Plan which will apply to Paricipants who are subject to Section 16(b) of the

1934 Act, with respect to tranactions relating to the Motorola Stock Fund, including, but not

limted to (a) tranfers into and out of the Motorola Stock Fund, and (b) loans and withdrwals

from the Motorola Stock Fund.

7.11 Assignment of Duties under ERISA Section 404(c). The Manager of Retirement

Benefits Administration of the Corporation, as from time to the designated, shall be the fiduciar

(the "404(c) Fiduciar") responsible for the following matters pertaining to compliance with

Section 404(c) of ERISA and the regulations thereunder, and shall have all of the rights, powers

and authority ofthe Profit Sharng Committee under Section 7.2 in the performance of his duties

hereunder:

(a) receiving investment instrctions frm Paricipants, Beneficiares and alternate

payees, and he shall be obligated to comply therewith except that investment

instrctions need not be complied with if they' would result in a prohibited

transaction described in Section 406 of ERISA or Section 4975 of the Code,

would generate income that would be taxable to the Plan or instrctions described

in Deparent of Labor Regulation Section 2550A04(c)-1(d)(2)(ii);

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(b) providing to Paricipants, Beneficiares and alternate payees wrtten confirmations

of investment instrctions; and

(c) providing to Paricipants, Beneficiares and altemate payees the information

required by Deparent of Labor Regulation Section 2550A04(c)-1(b)(2)(B)(1)

and (2). The 404(c) Fiduciar may designate one or more persons to act on his

behalf in fulfillng ths responsibility.

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MOT-ERISA 4001

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ARTICLE 8 - TRUSTEE

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be paricipating in the Plan, has entered into a trst agreement creating a Trust, under which the

8.1 Trust Agreement. The Corporation, on behalf of itself and other corporations that may . -

Truee shall hold the assets of the Trust Fund. Such trt agreement shall be a par of the Plan.

The Trut shall be administered by the Trustee in accordance with the tenns of the trt

agreement and the Plan. If any provisions of the Plan and the trst agreement shall be

inconsistent or otherwise in conflict regarding the rights, duties or obligations of the Trustee, the

provisions of the trst agreement shall contrl.

8.2 Appointment of Successor Trustee. In the event of the resignation or removal of the

Trustee, or the inability or refusal of the Trustee to act under the Trust, or in the event of the

death of an individual Trustee, the Board of Directors shall appoint a successor Trutee who may

be either an individual or a corporation empowered to act as a trstee under the Trust.

MOT-ERISA 4002

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ARTICLE 9 - INVESTMENT OF THE TRUST FUND ASSETS

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9.1 Direction of Investments. Subject!o Sections 4.5 and 7.11, the Profit Sharng

Committee shall have the power to direct the investment and reinvestment of the Trust Fund.

In connection with such power, the Profit Sharng Committee may delegate in wrting its

authoritY to an investment maager or investment managers. In the event the authority to

manage the assets of the Plan is delegated to an investment manager or investment managers,

the Trustee, upon receiving wrtten instrctions from the investment manager or investment

managers, shall receive or deliver the asets purchased or sold for the Trut Fund and make or

receive payment for such assets purchased or sold for the Trust Fund in accordace with such

instrctions.

9.2 Investment Guidelines. The Profit Sharng Committee may from time to time adopt a

wrtten investment policy and wrtten investment guidelines which shall govern the maner in

which the assets of the. Trut Fund are to be invested. The investment manager or investment

managers shall follow the investment guidelines in managing the assets of the Trust Fund. The

investment policy and investment guidelines may contain, among other things, requirements for

diversification and standards for the quality of securities to be held in the Trust Fund. Before

the investment policy and the investment guidelines become effective, such investment policy

and investment guidelines must be approved in wrting by the Trustee and such wrtten

approval must be delivered to the Profit Sharng CommIttee.

9.3 Investment in Company Securities. The Trust Fund may be invested in Company

Securities; provided, however, that prior to July i, 2000, the Trustee shall not be instrcted to

acquire any Company Securities in any Plan Year in which the value of the Company Securities

held in the Trust Fund exceeds fift percent (50%) of the value ofthe assets ofthe Trust Fund.

MOT-ERISA 4003

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ARTICLE 10 - CHANGES IN THE ORGANIZATION OF THE COMPAN

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10.1 Merger or Con~olidation. In the case.of any merger or consolidation with, or transfer of

assets and liabilities to, any other plan provision shall be made so that each Paricipant in the

Plan on the date thereof (if the Plan then terminated) would receive a benefit afer the merger,

consolidation or trsfer which is equal to or greater than the benefit he would have been entitled

to receive imediately prior to the merger, consolidation or transfer (if the Plan had then

terminated).

10.2 Transfer of a Participant to a Subsidiary. If a Paricipant is trsferred to and

becomes an employee of a Subsidiar that is not paricipating in the Plan, but maintans a

retirement plan qualfied under Sections 401(a) and 401(k) of the Code containing substantially

the same provisions as the provisions of the Plan~ the Profit Sharng Committee may, at the

request of the Paricipant and with the consent of the plan administrator of the transferee plan

tranfer to the trstee under the plan of such Subsidiar the full amounts credited to the accounts

ofthe Paricipant in the Trust Fund (without regard to any provisions respecting Forfeitures), plus.

such Parcipant's share of the Company Contrbution for such Plan Year and any other credits

allocable as of the date of such trsfer. Upon such trsfer the Paricipant shall have no fuer

right or interest under the Plan or in and to the Trut Fund hereby created

10.3 Transfer of a Participant from a Subsidiary to the Company. If a paricipant in a

retirement plan qualified under Sections 401(a) and 401(k) of the Code maintained by any

Subsidiar that is not paricipating in the Plan is transferred to and becomes an Employee of the

Company, the Profit Sharng Committee is authoried to accept the transfer to it by the trustee

under such tax-qualified 401(k) plan of the share of such Paricipant thereunder and to hold the

same under the terms of the Plan with the same force and effect as though the paricipant had

been a Paricipant hereunder during the period of time he was a participant under the plan of the

Subsidiar, in which event such paricipant shall forthwith become a Paricipant in the Plan, and

the period of his employment with such Subsidiar shall be included in determining Year of

Service under the Plan.

MOT-ERISA 4004

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10.4 Sale, Disposition or Transfer of a Snbsidiary or Business Subdivision.

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(a) In the event of the sale, disposition or transfer to any person, firm, parership, .. . ---...

corponion or other entity (hereinafter called "purchaser") of a Subsidiar which

is paricipating in the Plan, or of all or par of a business subdivision by the

Corporation or by a Subsidiar whicl- TspariCipatiÏg - in -the-Pïàl;--\irTiich sale,

Æ;positio~- or transfer includes the tranfer to the purhaser of PariciP~ts

~

(heteinafti--cäIIeër-a"TrasfèìTd--Employing Unit"), if the conditions of ths

Section 1 OA are satisfied, the pro rata share of the Trust Fund (determined as

provided in Sections IOA(b) and (d)) allocable to Paricipants transferred to and

employed by the purchaser of the trsferred Employing Unit (hereinafter called

"Trasferred Paricipants") shall be held subject to trsfer as hereinafter

provided.

(b) If the purchaser -of the Transferred Employing Unit shall have established a plan

qualified under Section 401(a) of the Code with provisions for accepting such.

transferred fuds, the Trustee shall transfer to the trustee of the trst under such

plan (or to the fuding agent, if the plan is not implemented by a trust) each

Transferred Paricipants pro rata share of the Trust Fund as determined

hereinafter in Section IOA(d)(the "transferred interests"). Before any such

transfer, purchaser shall furnsh evidence to the satisfaction of the Profit Sharg

Committee prior to the First Trasfer Date, as hereinafter defined, that: (i)

purchaser's plan qualified under Section 401(a) under the Code; (ii) the plan

provides for the receipt of such trferred interests on a fully vested basis,

whether or not such trsferred interests were fully vested under the terms of the

Plan; (iii) the terms of the purchase provide for such tranfer or the purchaser files

with the Corporation a written request for the transfer of such assets on behalf of

Paricipants being employed by the Transferred Employing Unit held subject to

trasfer pursuant to this Section lOA; and (iv) the purchaser's plan provides for

the preservation of each "Section 411(d)(6) protected benefit," as defined in

Treasury Regulation Section i.4 i 1 (d)-4, for each Transferred Paricipant.

The Profit Sharng Committee shall, within a reasonable time (the "First Transfer

Date") after the conditions specified herein have been satisfied, and taking into

account any required fiings with governental agencies and compliance with any

required waiting periods, transfer to the trstee or other funding agent of the

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trsferee plan such assets of the Fund (in cash or other propert and, in all cases,

promissory notes or other evidences of indebtedness with respect to outstanding

Valuation Date determined under Section lO.4(d) hereof equal to the aggregate

loan made to Trasferred Paricipants) having a fair market value as of the . .

pro rata interests of Trasferred Paricipants in the Fund as determined by the

Profit Sharng Committee. The remaining balance, if any, of the amount required

to be trferred will be trsferred within a reasonable time (the "Final Trasfer

Date") following the First Trasfer Date. Such remaining balance shall be

increaed or decreased by an amount equal to any increae or decrease in the pro

rata interest of the Tranferred Paricipants in the Fund which may have occurred

durng the period between the valuation date and the First Trasfer Date. Upon

final tranfer such Trasfered Parcipants shall have no fuher interest in the

Fund. In determining the fair market value of the Fund, an evidence of

indebtedness of a Traferred Paricipant will be deemed to have a value equal to

its unpaid balance plus accrued but unpaid interest. If the employment with the

purchaser of any Transferred Paricipant terminates before the First Transfer Date, _

no transfer shall be made for such Trasferred Paricipant, and if any Forfeitue

results from any such termination, such Fodeitue shall remain in the Trust Fund.

r)

(c) If the terms of purchase do not provide for the transfer of assets from the Fund or

if such terms do provide for the transfer of assets from the Fund, and the

purchaser does not maintain or does not establish a plan meeting the requirements

of Section lO.4(b) within a reasonable time (as determined by the Corporation),

the share of the Fund attbutable to Transferred Paricipants shall become fully

vested and shall be held by the Trustee for distrbution in accordance with the

ters of the Plan.

if

(d) The interest of a Transferred Paricipant transferable as herein provided shall be

his account balances of the Valuation Date next preceding the First Transfer Date,

unless the Profit Sharng Committee elects to use a different valuation date. If the

Profit Sharng Committee decides, one or more special valuations may be made

for puroses of determining the pro rata share of the Fund attributable to

- Transferred Paricipants. Such valuation or valuations shall be adjusted by adding

or deducting from each such valuation (as the case may be) such amounts as may

be necessar to take into account (i) any contrbutions made by Transferred

Paricipants after the last preceding valuation date, (ii) each Transferred

67 MOT-ERISA 4006

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Paricipant's share of any Company Contrbutions accrued but not yet paid with

respect to the Plan year preceding the Plan Year in which his trsfer of

other credits allocable to such Trasferred Paricipants with respect to the Plan

employment to the purchaser occur (the "Employment Trasfer Date"), (iii) any . .

Year preceding the Plan Yea in which his Employment Transfer Date occur,

credited or payable afer the end of such Plan Year, (iv) any amounts forfeited by

any Transferred Paricipant who shall have terminated his employment (whether

by reason of death, disability, retirement or otherwise) with purchaser afer his

Employment Trasfer Date but prior to the Final Trasfer Date; and (v) amounts

determined as provided in Aricle 5 hereof with - respect to the Company

Contrbution for the Plan Year in which his Employment Trasfer Date occur.

(e) In addition to the amounts determined under the preceding pargrph, each

Traferred Paricipant who, at the end of the Plan Year in which his Employment

Trasfer Date occur, is in the employ of the purchaser of the Trasferred

Employing Unit shall be entitled to share in the Profit Sharng Contrbution, if.

any, for the Plan Year in which his Employment Transfer Date occurs based upon

his Paricipant Contrbutions to the Plan made durng such Plan Year.

(f) In order to avoid any undue hardship which might result from a delay in the

trsfer of the portion of the Trust Fund held subject to transfer attrbutable to

Transferred Paricipants, the Profit Sharng Committee may make a loan to a

Transferred Paricipant, as provided in Section 5.5, under the rules and regulations

of the Profit Sharng Committee then in effect, provided such loan is effected

prior to the First Transfer Date.

10.5 Employees Transferred in Acquisition. In the case of an acquisition by the Company

of all or any par of the assets or business, or both, of any person, firm, parership, corporation

or other entity (herein called "seller"), which acquisition includes the transfer from the seller to

the Company of employees who then become Employees, the years of servce of each such

Employee with the seller shall be deemed to be Year of Service with the Company, and each

such Employee shall be credited with all such Year of Service for puroses of determining

eligibility for paricipation under Section 2.1 and for vesting under Section 5.1.

68 MOT-ERISA 4007

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ARTICLE 11 - AMENDMENT AND TERMINATION OF THE PLAN

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11.1 Amendments t~ Comply with Law. .The Boar of Directors (or its delegate) and the

Profit Sharng Committee may at any time and from time to time by resolution make any

amendment or amendments to the Plan to bring the Plan into compliance or conformity with or

to enable the Plan to meet the requirements of, any law, regulation or ruling, as now in effect or

hereafer amended or adopted.

11.2 Amendment ofthe Plan. Effective September 1, 1999, the Plan may be amended at any

time and from time to time and for any reason by resolution of the Board of Directors or its

delegate and the Profit Sharng Committee; provided, however, that no amendment shall be

adopted the effect of which would be (a) to revest in the Company any interest in the assets of the

Fund, or any par thereof, (b) to divest any Paricipant of his interest therein inconsistently with

the provisions of the Plan, (c) to give any Paricipant any assignable or exchangeable interest or

any right or thing of exchangeable value in the Fund in advance of the time distrbutions now or

thereafter provided for hereunder may be made, (d) to authorize or permt any par of the Fund .

(other than such par as is required to pay taxes and administrtive expenses) to be used for or

diverted to purposes other than for the exclusive benefit of the Paricipants, their Beneficiares or

estates, or (e) to decrease a Paricipant's account balance or reduce or eliminate a Code Section

41 1 (d)(6) protected benefit_

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11.3 Termination by Corporation. The Corporation hopes and expects to continue the Plan

and the Trust indefinitely. However, the Corporation may terminate the Plan and the Trust at any

time, and such action may be effected by a resolution adopted by the Board of Directors.

11.4 Effect of Termination. Upon complete discontinuance of the Company Contrbution or

the full or parial termination of the Plan, the accounts of the Paricipants affected by such full or

parial termination shall be one hundred percent (100%) vested, and no portion of such accounts

shall be a Fodeiture, except to the extent that law or regulations may require a Fodeiture in order

to prevent discrimination in favor of offcers, shareholders or highly compensated employees.

Upon termination of the Plan, the Board of Directors shall direct that the amounts in the Trust

Fund, after the payment of expenses properly chargeable against the Trust Fund, shall be

distrbuted by one or more of the following methods:

(a) In cash or in kind and in such manner as the Profit Sharng Committee shall

determine;

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(b) In such maner and at such times as provided in Aricle 5 of the Plan; or

(c) If the Córporaton or the Company has any other plan qualified under Section

401(a) of the Code with provisions for accepting the Trust Fund, by trsfer to the

Trutee of such other plan (or to the fuding agent, if such plan is not

implemented by a trt) all of the amounts credted to the accounts of the

Paricipants, and upon such transfer, the Paricipants shall have no furer interest

in the Trust Fund.

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MOT-ERISA 4009

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ARTICLE 12 - RESTRICTION ON ALIENATION OF BENEFITS

any maner to anticipation, alienation, sale, trsfer, asignent, pledge, encumbrance, charge,

Except as provided in Sections 5.5 and 5.8 benefits payable under the Plan shall not be subject in . .

garshment, execution or levy of any kind, either voluntar or involuntar, prior to actually

being reeived by the person entitled to the benefit under the terms of the Plan; and any attempt

to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwse dispose of any

right to benefits payable hereunder shall be void. The preceding sentence shall not apply to (a)

an order or requirement to pay fuds to the Plan arsing under a judgment or conviction for a

crime involving the Plan or under a civil judgment entered by a cour in an action alleging a

violation of Par 4 of ERISA to the extent permitted under Section 401 (a)(13)(C) of the Code and

Section 206(d)(4) of ERISA, or (b) the creation, asignent or recogntion of a nght to any

benefit payable with respect to a Paricipant puruant to a domestic relations order which is

determined by the Profit Sharng Committee to be a qualified domestic relations order ("QDRO")

as defined in Section 414(P) of the Code and Section 206( d) of ERISA; provided however, a

domestic relations order entered prior to Januar 1, 1985 may, in the discretion of the Profit

Sharng Committee or its delegate, be treated as a QDRO, even though the order does not satisfy

the requirements of Sections 414(p) of the Code and 206(d) of ERISA. The amount assigned or

awarded to an alternate payee by a QDRO shall be paid to such alternate payee as soon as

. administrtively feasible after acceptance of the QDRO, even though the Participant to whom the

QDRO relates is not entitled to receive a distrbution from the Plan at that time, and payment will

be made in a lump sum unless the alternate payee elects a different form of payment. Payment of

a benefit having a present value in excess of five thousand dollar ($5,000) may be made without

the consent of the alternate payee unless the QDRO requires such consent. If the amount

assigned or awarded to the alternate payee by a QDRO is not to be paid out immediately, a

separte account in the name of the altemate payee shall be established in the Investment

Fund(s), specified in the QDRO or elected by the alternate payee, and in the absence of such

specification or election, in the same proportion in Investment Funds as the Parcipant's account

is invested at the time the separte account is established, and the amount awarded to the

alternate payee shall be deposited in such account. An alternate payee shall not have the status of

a Paricipant and shall not have any of the rights or options of a Paricipant, other than the rights

to direct the investment of the amount in his or her account as provided in Section 4.5 hereof and

to designate a Beneficiar or Beneficiares with respect to his or her account in the Plan. An

alternate payee's account shall share in the Income of the Investment Fund(s) in which invested

from the time of deposit until the time of distribution. The Trut Fund shall neither be liable for

71

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nor subject to the debts, contracts, liabilities, engagements or torts of any person entitled to

benefits hereunder.

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MOT-ERISA 4011

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ARTICLE 13 - MISCELLANEOUS

) 13.1 Participation of Subsidiaries. Any Subsidiar may at any time paricipate in the Plan

by filing with the Board of Directors a certified copy of the resolution of its board of directors

authorizig such action and stating therein the date such Subsidiar is to be included hereunder;

provided, however, that the Board of Directors must also approve such Subsidiar's paricipating

in the Plan. Any parcipating Subsidiar may at any time terminate its paricipation in the Plan

by filing with the Board of Directors a certified copy of the resolution of its board of directors

authorizing such action and stating therein the effective date of such termination. Upon such

termination, the Profit Sharng Committee shall determine the proportionate share of such

valuation attrbutable to such Subsidiar having paricipated in the Plan. Such proportionate

share shall be and become fully vested in the Paricipants in the employ of such Subsidiar to the

extent provided in Section 1 1.4 and shall be distrbuted, held or trsferred, as the Profit Sharng

Committee shall determine, in accordance with the last sentence of Section i i.4

13.2 Sole Benefit of Participants. The Trust Fund shall be administered for the sole and _

exclusive benefit of the Parcipants in the Plan and, to the extent applicable, their Beneficiares.

13.3 Nonguarantee of Employment. Nothing contaned in the Plan shall be constred as a

j contract of employment between the Company and any Employee or Paricipant, or as a right to

be continued in the employment of the Company, or as a limitation of the right of the Company

to discharge any of its Employees, with or without cause.

13.4 Resolutions of the Board of Directors. Any action required to be taken by the Board of

Directors under the provisions of the Plan shall be evidenced by a resolution of the Board of

Directors.

13.5 Written Notice by Trustee. Any notice, direction, request or recommendation required

under the Plan to be given or delivered by the Trustee to the Company, the Board of Directors (or

its delegate) or the Profit Sharng Committee shall be in wrting, signed by an officer of the

Trustee or such other person authorized by the Trustee to sign for the Trustee.

13.6 Gender and Numbers. Whenever in the Plan the masculine gender is used, it shall be

deemed to mean the feminine gender also, unless the context clearly indicates to the contra.

73 MOT-ERISA 4012

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13.7 Headings. The titles or headings of the respective Aricles and Sections in the Plan are

inserted merely for convenience, and shall be given no legal effect.

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13.8 Litigation. In any action or proceeding regarding any Plan assets, any Plan benefits or

. .

the adminstration of the Plan, any final judgment which is not appealed or appealable and which

may be entered in such action or proceeding shall be binding and conclusive on the paries hereto

and on all persons having or claiming to have any interest in the Plan. Notwithstanding any

other provision of the Plan, if the Profit Sharng Committee, the Trustee, the Plan or the Trust is

required by a final cour order to distrbute the benefits of a Parcipant other than in a maner

required under the Plan, then the Profit Sharng Committee shall cause the Paricipant's benefits

to be distrbuted in a maner consistent with such final cour order. However, the Profit Sharng

Commttee shall not be required to comply with the requirements of a final cour order in an

action in which the Profit Sharg Committee, the Trustee, the Plan or the Trut was not a par.

except to the extent such a final court order is a qualified domestic relations order.

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Resolutions of the

Direcr of Human Resources

of Motorola, Inc.

Febrar 27, 2002

WHERES. ~otorola. Inc. (the "Company") maintans the Motorola 401(k) Prfit

Sharng Plan (the "Plan") for the benefit of its eligible employes and the eligible employees of

its adopting affiliate companies; and

WHREAS. Section 11.2 of the Plan provide that the Plan may be amended at any time

and from time to time by resolution of the Boar of Diretors Motorola. Ine, (the "Board of

Directors") or its delegate and the Profit Sharng Committ; and

WHERE. the Bòard of Directors has delegated authority to amend the Plan to th

Compensation Commttee of the Boar of Diretors of Motorola. Inc. (the "Compensation

Commtt"); and

WHERE. 'by feolution dated January 29. 2001, the Compensation Comminee

delegad to the Motorola Director of Human Resourc the authority. in connection with the

merger of any plan (the "Merged Plan") into the Plan in accordce with Section 10.1 thereof, to:

amend the Plan to the extent necessary or appropriate to presere on behalf of parcipants

previously covered by a Merged Plan any then-accred benefit unde such Merged Plan and any

"setion 41l(d)(6) protected benefit' (as such term is defined for puroses of Treasur

Regulaton Section 1.41 1 (d)(6)4) provided by such Merged Plan prior to the merger effective

dare; and

WHREAS, the Motorola Director of Human Resources desires to amend the Plan to

assure that any Merged Plan is qualified under Section 401(a) and other applicable provisions of

the Internal Revenue Code. as amended by the l:ruguay Round Agrements Act. the Uniformed

Servces Employment and Reemployment Rights Act of 1994. the Small Business JOQ Prtection

Act of 1996, and the Taxpayer Relief Act of 1997, as of the merger effective date: .

NOW, THEREFORE, BE IT REOLVED that the Motorola 401(k) Profit Sharng

Plan is herby amended by adding the following paragrciph to the introduction thereto:

To the extent necessary for a "Merged Plan" (as defined below) to

comply with the reuirements of Section 401(a) and related

provisions of the Code for any period prior to the date of merger

into this Plan (the "Merger Date"). any provision of the Plan

reuired by the Uruguy Round Agreements Act. the Unifonned

Services Employment and Reemployment Rights Act of 1994. the

Smali Business Job Prtection Act of 1996. aDd the Taxpayer

Relief Act of 1997 (col1ectively known as the "GUST" legislation)

to be effective under the Merged Plan for perods prior to the

Merger Date shall be incorporated by ths reference into the

Merged Plan. effective as of the date such provision is reuired to

DCI30072620vl

MOT-ERISA 4014

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be effective by GUST. For this purose, the term "Merged Plan"

means the Softwar Corporation of America Thrift Incentive &

Prfit Shanng Plan and the Genera Instrment Corporation

Savings Plan, and any other defined contrbution plan intended to

be qualfied unde Section 40l(a) of the Code that has ben

merged into and with the Plan.

FL"RTHER RESOLVE, that the appropriate offcers of the Company are hereby

authored and direted to tae all acons necessar and appropriate. and to execute al

documents as they may deem necessar or advisable or as may be reommended by legal

counsel to the Company. in ordr to effecruate the purse of the above reolution.

Dated ;2- ::7- tJ ':

( )

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MOT.ERISA 4015

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Unanimous Written Consent of the

Profit Sharing Committee of Motorola, Inc.

The undersigned. constituting alt of the members of the Profit Sharng Committee

of Motorola. Inc. (the "Company"). hereby consent to the adoption of. and do hereby

adopt, the following resolutions:

WHEREAS. the Company maintains the Motorola 401 (k) Profit Sharng Plan

(the "Plan") for the benefit of its eligible employees and adopting affliated companies;

and

WHEREAS. Section I 1.2 of the Plan provides that the Plan may be amended at

any time and from time to time by resolution of the Board of Directors of Motorola. Inc.

(the "Board of Directors") or its delegate and the Profit Sharing Committee; and

WHEREAS. the Board of Directors has delegated its authority to amend the Plan

to the Compensation Committee of the Board of Directors of Motorola. Inc. (the

"Compensation Committee"); and

WHEREAS. by resolution dated January 29.2001. the Compensation Committee

has delegated its authority to amend the Plan to this Committee. to exercise as it deems

appropriate and in the interests of the Company as sponsor of the Plan;

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WHEREAS. this Committee deems it appropriate to amend the Plan as described

below:

NOW THEREFORE, BE IT RESOLVED. that Section 3.2(a) of the Plan is

hereby amended by deleting subsection (ii) in its entirety and inserting the following in

its place. effective January 1. 2002:

(ii) For the Plan Years beginning on January i. 2000 and January 1.

2001. the Company shall make a Matching Contribution to the

Trust Fund with respect to each Participant who has made a

Participant Contribution for such Plan Year and. at the time of such

Participant Contribution. has met the eligibility requirements to

share in the allocation of Company Contributions under Section

2. L The amount of Matching Contribution with respect to such

Participant shall be one dollar ($ 1.00) for each one dollar ($ 1.00)

.- of the Participant's Participant Contribution up to three percent

(3%) of Compensation for the Plan Year. and fifty cents ($.50) for

each one dollar ($ 1.00) of Participant Contributions exceeding

three percent (3%) of Compensation but not exceeding six percent

(6%) of Compensation for the Plan Year. If. during any Plan Year.

a Participant makes Participant Contributions to the Plan in an

amount equal to or greater than six percent (6%) of such

Participant's Compensation for such Plan Year. and if the total of

DC13007331vl

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DC13007331vl

the Matching Contributions made on behalf of such Participant

during such Plan Year does not equal the maximum amount of

Matching Contributions required by this Section 3.2(a)(ii) to be

made with respect to -six percent (6%) of such Participant's

Compensation. the Company shalL. within thirty (30) days after the

end of such Plan Year, make a lump sum contribution to the

account of such Participant in an amount equal to the difference

between the amount of the Matching Contributions that was

required to be made and the amount actually made. To receive

such a lump sum contribution. such Participant must be employed

by the Company or an Affiliated Employer on December 31 of

such Plan Year, except thut a Participant who retired or who

became a Transferred Participant. as defined in Section 1O.4(a)

hereof. during such Plan Year shall receive his lump sum

contribution. The largest Matching Contribution that may be made

with respect to a Paricipant for each of the Plan Years beginning

January 1. 200, and January L. 2001. shall be four and one-half

percent (4.5%) of such Participant's Compensation while eligible

f!Jra Matching Contribution during the Plan Year.

(iii) Effective for the period beginning Januar I, 2002 and ending

Februar 2, 2002, the Company shall make a Matching

Contribution to the Trust Fund with respect to each Paricipant

who has made a Participant Contribution for such period and. at

the time of such Participant Contribution, has met the eligibility

requirements to share in the allocation of Company Contributions

under Section 2.1. The amount of Matching Contribution with

respect to such Participant shall be one dollar ($1.00) for each one

dollar ($1.00) of the Participant's Participant Contribution up to

three percent (3%) of Compensation for the period. and fifty cents

($.50) for each one dollar ($ 1.00) of Participant Contributions

exceeding three percent (3%) of Compensation but not exceeding

six percent (6%) of Compensation for the period, The largest

Matching Contribution that may be made with respect to a

Paricipant for the period beginning January i, 2002, and ending

February 2. 2002, shall be four and one-half percent (4.5%) of such

Participant's Compensation while eligible for a Matching

Contribution during such period,

Effective for the period beginning February 3,2002. the Company

shall make a Matching Contribution to the Trust Fund with respect

to each Participant who has made a Participant Contribution for

such period and, at the time of such Participant Contribution, has

met the eligibility requirements to share in the allocation of

Company Contributions under Section 2.1. The amount of

Matching Contribution wiih respect to such Participant shall be

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MOT-ERISA 4017

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fifty cents ($0.50) for each one dollar ($1.00) of the Participant's

Paricipant Contribution up to six percent (6%) of Compensation

for the Plan Year, but not exceeding three percent (3%) of

Compensation for the. period. If, during any Plan Year, a

Parícipant makes Paricipant Contributions to the Plan in an

amount equal to or greater than six percent (6%) of such

Participant's Compensation for such Plan Year, and if the total of

the Matching Contributions made on behalf of such Paricipant

during such Plan Year does not equal the maximum amount of

Matching Contributions required by this Section 3.2(a)(iii) to be

made with respect to six percent (6%) of such Participant's

Compensation, the Company shall, within thirty (30) days after the

end of such Plan Year. make a lump sum èontrbution to the

account of such Paricipant in an amount equal to the difference

between the amount of the Matching Contributions that was

required to be made and the amount actually made. To receive

such a lump sum contribution, such Participant must be employed

by the Company or an Affiiated Employer on December 31 of

such Plan Year. except that a Participant who retired or who

became' a Transferred Participant, as defined in Section' lO.4(a)

hereof, during such Plan Year shall receive his lump sum

contrbution. The largest Matching Contribution that may be made

with respect to a Paricipant for any period beginning on or after

February 3, 2002, shall be three percent (3%) of such Paricipant's

Compensation while eligible for a Matching Contribution during

such period.

.--\

í

FURTHER RESOLVED. that the first paragraph of Section 3.3 of the Plan is

hereby amended to read as follows. effective January 1, 2002:

3.3 Special Rules Applicable to Sections 3.1 and 3.2. Effective

for the 200 I Plan Year. Participant Contributions under Section 3.1 are

intended to comply with the alternative method of meeiing

nondiscrimination rules set forth in Section 401(k)(l2) of the Code. and

Company Contributions under Section 3.2 are intended to comply wiih the

alternative method of meeting nondiscrimination rules set forth in Section

401(m)(ll) of the Code. as described in Internal Revenue Service Notice

98-52 (except with respect to Employees permitted to be excluded from

paricipation under Section 401(k)(3)(F) of the Code). Prior to January l.

2001, and after December 3 i. 2001. Participant Contributions and

Company Contributions shall be subject 10 the limitations in Section 3.4

and 3.5. respectively. and the following definitions shall apply:

FURTHER RESOL VED. that the first sentence of Section 3.4(a) of the Plan is

hereby amended to read as follows. effective January 1. 2001:

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MOT-ERISA 4018

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(a) Tests. For each Plan Year commencing prior to Januar 1. 2001.

and after December 31, 2001. one of the following tests must be

satisfied:

FUTHER REOLVED, that the first sentence of Section 3.5(a) the Plan is

hereby amended to read as follows, effective Januar 1,2002:

(a) Tests. For each Plan Year commencing prior to Januar I, 2001.

and after December 31. 2001, one of the following tests must be

satisfied:

FURTHER RESOLVED. that the first sentence of Section 3.6 of the Plan is

hereby amended to read as follows. effective Januar 1.2002:

3.6 Additional Testing Rules For Plan Year commencing prior

to Januar 1,2001, and after December 31.2001, the following rules shaU

apply to the nondiscrimination tests set forth in Sections 3.4 and 3.5 of the

Plan.

FURTHER RESOLVED, that Section 3.6(c) of the Plan is hereby amended in

i:s entirety to read as follows. effective January 1,2002:

(c) Notwithstanding the foregoing, for any Plan Year prior to Januar

1. 2002. if the requirements of Sections 3.4 and 3.5 above (if

applicable) are both satisfied by use of the limitations established

in Sections 3.4(a)(ii) and 3.5(a)(ii). respectively, the Average

Deferral Percentages and Average Contribution Percentages of

Eligible Paricipants who are Highly Compensated Employees

must also satisfy the aggregate use limitation set forth in Treasury

Regulation Section 1.401(m)-2.

-, . \

J ~

FURTHER REOLVED. that the appropriate offcers of the Company are

hereby authorized and directed to take all actions necessary and appropriate, and to

execute all documents as they may deem necessary or advisable or as may be

recommended by legal counsel to the Company. in order to effectuate the purpose of the

above resolution.

..l.

DC13007331vl

MOT-ERISA 4019

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IN WITNESS WHEREOF. the undersigned have executed this Consent as of

the 14th dayofDecember.200L.

Wiliam P. DeClerck

iÄl-I$JL

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/ ~,,/Í.. ( _~-:

/ Richard Enstrom

, -,~ -I (L~ Garh L. Milne

adl ¿f ~L¥4~

Carl F. Koenemann

DeI3007331vl -5-

MOT-ERISA 4020

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Exhibit C

Supplement to the

Motorola, Inc. 401(k) Profit Sharing Plan

. for the

General Instrment Corporation Savings Plan

Janua 29,2001

Effective April 1, 2001, or as soon therer as the trfer of assets may be

accomplishe~ the Gener Intrent Corpration Savigs Plan (the "GI Savings Plan")

shall be merged into the Motorola, Inc. 401(k) Prfit Shag Plan (the "Motorola 401(k)

Plan''). The followig prvions shal aply effective Apri I, 2001 to fonner

paricipants in the Gr Savigs Plan with resect to whom a trfer of asets liabilities is

made frm the GI Savigs Plan to the Motorola 401(k) Plan (a "GI Paricipant" in

connection with such aset trfer

1. Withdrwal of Rollover Contrbutions. A GI Parcipant who is an

Employee may withdrw all of any porton of his or her Rollover

Contrbution Account atbutale to (a) "Rollover Contrbutions"

. as defied in Section 2.43 of the GI Savigs Plan and (b) "Trutto- Tru Trafer amounts petted to be withdrwn under

Section 7.4(a) of the GI Savings Plan (as adjusted for eanngs

and/or losses atbutale therto) trferred from the GI Savigs

Plan to the Motorola 401 (k) Plan.

.-. \ 2. Withdrwal of Matchig Contrbutions. A GI Parcipant who is

an Employee may withw all or any porton of his or her

Company Contrbutions Account attributable to matching

employer contrbutions made under the GI Savings Plan prior to

Decemer 31, 1998 (as adjusted for eags and/or losses

attbutale theret) trferr frm the GI Savigs Plan to the

Motorola 401(k) Plan.

3. In-Serce Withdrwal upn Attng A~e 59Yi. A or Paricipant

who is an Employee who has atted age 59Yi may withdrw all

or any porton of his or her Company Contrbution Account

atbutale to matchig employer contrbutions made under the 01

Savigs Plan (as adjusted for eargs and/or losses attbutable

therto) trfer frm the GI Savigs Plan to the Motorola

401(k) PLan

4. Rules Applicale to In-Service Withdrwals. A 01 Parcipant

may initiate withdrwals under ths Supplement by submittng a

request in such form and in such maner as the Profit Sharg

Commttee may determine. Unless the Prfit Shag Commttee

detenines otherse by rule or regulation of generl application, a

DC1300711vl

MOT-ERISA 4021

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DC1300711vl

Parcipant may tae no more than one in-servce withdrwal under

any pargrh abve in any six-month perod and the minium

in-serce withdrwal under any pargrh above shal be two

. . hundred dollar ($200).

2

MOT-ERISA 4022

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