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)

ResolutioDS or the

Compensation Committee of the

Board of Directors of Motorola, Ine.

Janua 29,2001

the Company mainta the Motorola, Inc. Pension Plan (the

· the Motorola, Inc. 401 k) Prfit Sharg Plan (the '"Motorola

r the benefit

WHREAS, Secon 12.1 of the Motorola Penon Plan provides th the Plan

may be amended at anytie and frm time to tie by the Boar of Directors or its

delegate; and

WHEREAS, Section 11.2 of the Motorola 401(k) Plan provides that the Plan may

be amended at any tie and frm time to time by resolution of 

the Board of Directors or

its delegate and the Prfit Sharg Committee; and

~)

WHEREAS, the Board of Directors has delegated authority to amend the

Motorola Penion PLan the Motorola 401 (I) PI~ ths Conuttee; and

WHEREAS, ths Committee has previously acted by unanous consent to

approve and authorize Gener Intnent Corporaion r"GI") to parcipate in the

Motorola Penion Plan and the Motorola 401(k) Plan, effective Janua i, 2001, subject

to the filing with the Commttee of a cerified copy of resolutions of the board of

directors of GI authonzg such paricipation; and

WHEREAS, the Commttee de~riate to amend the Motorola Pension

PLan the Motorola 401(k) Plan and _and tae suh additional action, as

described below.

I. Motorola PeDsioD PlaD

NOW, THREFORE, BE IT RESOl YED, tht the Commttee hereby

delegates to the Motorola Direor of Human Resoures the authority to approve a

"Subsidiar" (as defied in Section 2.28 of the Motorola Pension Plan) becoming a

paricipatig employer in the Motorola Pension Plan with respect to its eligible

employees, subject to such Subsidiar fiing with the Director of Human Resources a

certified copy of the reslution of the board of directors of the Subsidiar authorizing

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

MOT-ERISA 4023

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)

FUTHER, RESOLVED, that the Commttee hereby delegates to the Motorola

Director of Hum Resources the authority to approve, with the concurence of the Chief

Financial Offcer of Motorola or ms or her delegate, the merger into the Motorola

Pension 'PLai in accordace with Sèction 10.1 thereof, of any defied benefit pension

plan wmch meets the requiments of Section 401(a) of the Internal Revenue Code

maitaned by (i) any Subsidiai or (ii) any other persn, fi parership, corpration or

other entity (a ""Peron"), in the event that the Company succeeds by merger, acquisition,

consolidaton or other traction, to all or par of the asse.ts or business of" or enters into

a joint venmr with such Peron, and in either case employees oflsucIl other Person

become emloyees of the Company or of a parcipatig Subsidiar who may otherwise

become eligible for parcipation in the Motorola Pension Plan; and

(ì

FURTHER, RESOLVED, that in connection with the merger of any plan (the

"Merged Plan") into the Motorola Pension Plan in accordace with Section J 0.1 thereof,

the Commttee hereby delegates to the Motorola Director of Human Resources the

authority to amend the Motorola Pension Plan to the extent necessai or appropnate to

presere on behalf of parcipants previously covered by the Merged Plan any thenaccrued benefit under such Merged Plan and any "'section 41 I (d)(6) protected benefit" (as

such term is, defied for purses of Treas Regulation Section 1.41 I (d)(6)-4) provided by such.Merge~ Plan prior to the mc;r,ger~effective date; and "~¡""

l; ~ FURTUÊ' RESOLVED, that the Commttee hereby delegates to the M~~orola

Retirement Commttee the authority of the Board of Directors of the Company, and of

this Commttee as its delegate, under Section 12. l of the Mo.a Pension Plan to amend

the Motorola Pension Plan as it deems appropriate and in th' erests of the Company as

sponsor of the Motorola Pension Plan; and

FURTHER, RESOLVED, that Section 3.1 of the Motorola Pension Plan is

hereby amended by adding the following pargraph, effective Januar 1, 200 I:

Notwithdig the above, in the event that the Company

succeed by merger, acquisition. consolidation or other

trsac?on. to, a.1I or ~ai of ~I.asets or business of, or

enters mto a joint ve'fltte wù. any other person, firm,

parersmp, corporation or other entity (a ""Person"), and in

either case employees of such other Person become

Employee of the Company who may otherwse become

eligible for parcipation in the PLan the Motorola Director

of Human Resoures may designate that such Employees of

the Peron shall be ineligible to paricipate in the Plan for

any purose, and such designation shall be reflected in an appendi to the PLan .

2

OCi 300709vl

MOT-ERISA 4024

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FUTHER, RESOLVED, tht the fit sentence of Section 5.3 of the Motorola

Penion Plan as previously amended is hereby fuer amended by deleting the word

'.contemraeous" therein effective 1 anuar 1, 2001; and

FURTHER, RESOLVED, that the Motorola Pension Plan is hereby fuer

. ..

amended as set fort in Exhbit A hereto, effective Januar i, 2001.

II. Motorola 40l(k) Plan

FUTHER RESOLVED, that the Commtt hereby delegates to the Motorola

Director of Human Resources the authority to approve a ..Subsidiar" (as defied in

Section 1.38 of the Motorola 401(k) Plan) becomig a parcipatg employer in the

Motorola 401(k) Plan with respect to its eligible employees, subject to such Subsidiar

tiling with the Director of Hwnan Resoures a certfied copy of the resolution of the

board of directors of the Subsidiar authorizing such action and statig therein the date

such Subsidiar is to be included; and

-

. )

FURTHER, RESOLVED, that the Commnee hereby delegates to the Motorola

Director of Hwnan Resoures the authority to approve, with the concurence of the Chief

Financial Offcer of Motorola òr his or her delegate, the merger into the Motorola 401 (k)

Plan in accordace with Section 10.1 thereof. of any profit sharng plan wmch meets the

requirements of Section 40 I (a) of the Internal Revenue Code (and which may include a

cash or deferred argement meeting the requiements of Section 401 (I) of the hitemal

Revenue Code) maintaed by (i) any Subsidiar or (ii) any other persn, finn,

parership, corporaion or other entity (a "Person''), in the event that the Company

succeeds by merger, acquisition, consolidation or other traction, to all or par of the

assets or business of: or enter into a joint ventu with such Person, and in either case

employees of such other Persn become employees of the Company or of a paricipating

Subsidiar who may otherse become eligible for paricipaton in the Motorola 401(k)

Plan; and

FURTHER, RESOLVED. that in connection with the merger of any plan (the

'.Merged Plan") into the Motorola 40 i (k) Plan in accordace with Section 10.1 thereof.

the Committee hereby delegates to the Motorola Director of Human Resources the

authority to amend the Motorola 401(k) Plan to the extent necessa or appropriate to

preserve on behaf of paricipants previously covered by the Merged Plan any then.

accrued benefit under such Merged Plan and any ..section 41 1 

(d)(6) protected benefit" (as

such tenn is defied for puroses ofTreasuiy Regulation Section 1.41 

I (d)(6)-4) províded by such Merged Plan prior to the merger effective date; and

FUTHER, RESOLVED, that the Commttee hereby delegates to the Profit

Sharng Committee the authority of the Board of Directors of the Company, and of thís

Committee as its delegate, under Sections I i. and 11.2 of the Motorola 401(k) Plan to

amend the Motorola 401(k) Plan as it deems appropriate and in the interests of the

Company as sponsor of the Motorola 401(k) Plan; and

J

3

Dei 30047091

MOT-ERISA 4025

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'\

)

FUTHER, RESOLVED. that the last sentence of Section 2. i of the Motorola

401(k) PLan as preously amended, is hereby fuer amended to state as follows,

effective Janua 1, 2001:

. Notwthtadig the above, in the event that the Company

succee by merger, acquisition, consolidation or other

traction. to all or par of the assets or busess of, or

enter into a joint ventue with any other person, fi

parerp, corpration or other entity (a '.Peron''), and in

either case employee of. such other Person become

Employee of the Company who may otherse become

eligible for parcipation in the PLan the Motorola Director

of Hum Resoures may (i) designte that such

Employee of the Pern shal be ineligible to parcipate in

the Plan for any purose. or (ii) waive the requient that

such Employee of the Peron shall have completed one (1)

Year of Serce as a condition for parcipation in the Plan

and in Company Contrbutions. Any such action by the

Motorola Director of Hwnan Resoures shall be reflected

. in an appendi to the Plan

: .J FUTHER, RESOLVED, that Section 10.5 of the Motorola 401(k) PLan as

previously amended is herey fuer amended by deletig the word "contemporaeous"

therefrm, effective Janua 1,2001.

._OJ

K E: b ~ C\ ~J)

l

!

4

Del J00709vl

MOT-ERISA 4026

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.....

;

)

. -- ~D

~f; ~ Civ. GeoeraJ

FUTHER, RESOLVED, that the foregoing delegatons of authority are

effective as of the dae hereof and shall remai in effect unti revoked by action of ths

Committee or by the Boar ofDirtors of the Company; and

FURTHER, RESOLVED, tht the appropriate offcer. of the Company are.

hereby authorized and dirted to tae all steps necessar and appropriate, and to execute

all documents as they may deem neces or advisable or as may be reommended by

legal counel to the Company, with reect to the above reolutions.

~. .,

j

/ ,

~.._j DCI J00709vl 5 MOT-ERISA 4027

.

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ì

.I

Resolutions of the

Compensation Committee

of the Board or Directors of Motorol~ InCo

J

WHEREAS, the Company iIaiai the Motorola, Inc. Pension Plan (the

. the Motorola, me. 401(k) Profit Sh. Plan (the 66401(k) Plan")"

or the benefit of its elil1

WHEREAS, Section 12.i of the Pension Plan provides that the Board of

Directors may from tie to tie make any amendment or amendments to the Pension

Plan; and

WHEREAS, Section i 1.2 of the 40 i (k) Plan provides that the Plan may be

amended from time to time by reolution of the Board of Directors and the Profit Sharng

Committee; and

WHEREAS. the Board of Directors has delegated authority to amend the Pension

Plan and the 40 I (k) Plan to th Commttee; and

WH~ittee dee it appropriate to amend the Pension Plan. the

401(k) Plan ~ described below:

I. Pension Plan

NOW THEREFORE, the Compenation Commttee of the Board of Directors

hereby resolves to amend Section 2.27(c) and (d) of the Penion Plan as follows. effective

as of the date of these reolutions:

(c) In the casë of a Portable Plan Parcipant (as defied

in Section 6.1(d)) who had accrued a benefit under

the Plan prior to July I. 2000, thé Social Securty

Benefit shal be determined as of a dae not later

th June 30, 2000. and shall not be adjusted for

Eargs or changes in the Social Securty law after

such dae. If the Portable Plan Paricipant produces,

prior to December 31. 2001. or. iflater, within six

(6) month afer the date the Paricipant is notified

of the amount of benefit to which he is or will

become entitled under SC'~tion 6.1(c)(I),

documentation from the Social Securty

Adminstrtion establishing that he is entitled to a

DCI 30001i2vl

MOT -ERISA 4028

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'\

j

t'

i

~

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lesser priar inurce amount (detered at age

65 or later sta date), such lesser amount shl be

ms Social Securty Benefit and shal be aplied

retroactvely to redetennne ms retiement benefit

under Section 6:1( c)(1).

J

(d) If a .l'raitional Plan ParciP'm~.(as defied in it 1

Sectiön 6. I (d)). includig a v.rational Plan

Parcipant who has previously separed frm

servce, produces, with six (6) month afer the

latest of (1) the dae of separtion frm servce by

retirement or otherwse, (2) the dae the Parcipant

is notified of the amowi of benefit to wmch he is

entitled frm the PLan or (3) July 1, 2001,

documentaion from the Social Securty

Admstrtion estalishig that he is entitled. to a

lesser priar inurce amount (deter at age

65 or later sta date), sU¡h lesser amount shal be

ms Social Securty Benefit and sha be applied

.retractively to reetermine ms retient benefit "

FURTHER RESOLVED, that each employee of the Company who (a) was

previously eligible to elect to become a Traitional Plan Parcipant or Portable Plan

Paricipant as described in Section 6.1(d) of the Penion PLan and (b) is an employee of

the Network Mangement Group of Motorola, Inc. as of September 20, 2000, shall be

entitled to fjJe a new el~tion with the Retireent Commtt under Section 6.1(d), in

such form ahd at such lidie (not to exceed one week) as the Retiement Committee shall

determine, with such election to be effective as though it wer filed durg the original

April 2000 election period.

ii. 401(k) Plan

FURTHER RESOLVED, that Section 2.1 of the 401(I) Plan is hereby amended

by adding the following pargrh, effective September 1,2000:

Notwithtadig the above, in the event that the Company

succeeds by merger, acquisition, consolidation or other traction, to all

or par of the assets or business of, or enter into a joint ventu with any

other person, fi, parerhip, corpration or other entity (a "Person"),

and in either case employee of such other Person become Employees. of

the Company who may otherise become eligible for parcipation in the

Pian the requirement that such an Employee shall have completed one (1)

Year of Service as a condition for paricipation in the Plan and in

Company Contrbutions may be waived with respec to all such

Employees of the Person, to the extent determined by contemporaneous

action of the Motorola Director of Human Resources -and reflected in an

appendix to the Plan.

¡

i.~.""i Del 3000122vl

- 2 -

MOT-ERISA 4029

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.--)

FURTHER RESOLVED, that in connection with the trfer of assets to the

Plan from the Pmlips Consumer Communcations L.P. 401(I) Retirement Savings Plan,

the Plan is hereby amended by the adop-tion of the Supplement to the Plan for the Philips

Consumer ColIuncations L.P. 401(k) Retirement Savigs Plan, appended hereto as

Exhbit A, effective as of September 1,200; and

FURTHER RESOLVED, that. puruat to Sections 4.6 and 10. i of the PLan the

Softar Corporaon of Amerca Thft Incentive & Prfit Sharg Plan (USCA Plan") is

hereby merged into the PLan effective December 29,200, or as son thereafter as the

trfer of assets of the SCA Plan to the Plan may be acomplished C.SCA Plan Merger

Effective Date"); and

FURTHER RESOLVED, that the Plan is hereby amended by the adoption of the

Supplement to the Plan for the SCA Plan, appended hereto as Exhbit B, effective as of

the SCA Plan Merger Effective Date.

Lt\:À c-, ~y

. * *.

~~) . .

FURTHER RESOL YED, that the appropnate offcers of the Company are

hereby authorized and dited to tae all steps necessar and appropnate, and to execute

all documents as they may deem necessa or advisable or as may be recommended by

legal counel to the Company, with respect to the above resolutions.

,( ¡

_.

- 3-

DCl 3000l22vl

MOT-ERISA 4030

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EXHIBIT A

'\

.J Supplement to the

Motorola, Ine. 401(k) Profit Sharing PlaB

fòr the

Philps Consumer Communications L.P. 401(k) Retirement Savings Plan

Effective Septembe 1, 2000, asets frm the Philips Consumer Communcations

L.P. 401(k) Retiement Savigs Plan (the "PCC Plan") were trferred into the

Motorola Inc. 401(I) Prfit Shag Plan (the .'Motorola Plan''), puruat to the -

Motorola-Lucent-PCC Trafer Agrent, dated Augut 28, 2000. The following

provisions shal apply effective September 1, 200 to former parcipants in the PCC Plan

with resect to whom a trfer of assets and liabilities was made frm the PCC Plan to

the Motorola Plan (a '.PCC Parcipant') in connection with such aset trfer:

1. Withdrwal of Afer-Tax Contrbutions. A PCC Parcipant who is

an Employee may withdrw all or any porton of his or ms or her

account attbutale to parcipant volunta afer-ta contrbutions

.(ás adjusted for eangs and/or losses attbutale therer)

trfered from the PCC Plan to the Motòrola PLan

2. Withdrwal of Rollover Contrbutions. A PCC Parcipant who is

an Employee, and to whom no withdrwal under pargrph 1

above is available, may withdrw all or any porton of ms or her

account attbutale to parcipant rollover contrbutions (as

adjusted for eargs and/or losses attbutale therto) trsfered

from the PCC Plan to the Motorola Plan

,~J

3. Withdrwal upon Attg Age 70Yz. A PCC Parcipant who is

an Employee, and who has ated age 70Y:z may withdrw all or

any porton of ms or her acunt atbutale to amounts

trferred frm th PCC Plan to the Motorola Plan

4. Withdrwal of Matching Contrbutions. Notwthtadig Section

5.9 of the Motorola Plan a PCC Parcipant who is an Employee,

and who ha ated age 59Yi, may withdrw all or any porton of

hi or her account attbutale to matchig contrbutions (as

adjusted for eargs and/or loss attbutale therto) trsferred

frm the PCC Plan to the Motorola Pla

5. Withdrwal of Philips Electronics Matchig Contrbutions. Ths

pargrh applies to a PCC Paricipant who previously parcipated

in the Pmlips Electrnics Nort America Corporation Employee

Savings Plan (a "Philips Electrnics Plan") and for whom a

""Traferor Plan Matclug Account" was maitaed in the pce

(

DCI 30039555vl

MOT-ERISA 4031

Case: 1:03-cv-05044 Document #: 333-5 Filed: 02/15/08 Page 10 of 26 PageID #:3444
"'

!

Plan as a rest of such parcipaton. A PCC Parcipant who is an

Employee, and who ha six or more month of parcipation in

the Plan. the PCC Plan and/or the Phiips Electrnics PLan may

withdrw al or any ponion of his or her account attbutle to

inchig contrbutions tò the Philips Electrnics Plan (as adjusted

for eags and/or losses attbutale thereto) trferred frm the

PCC Pla to the Motorola Plan as the Traferr Plan Matclung

AccoWll A PCC Parcipant who is an Employee, and who ha

less th sixty month of parcipaton in the Pian the PCC Plan

and/or the Phips Electrnics PLan may withdrw al or any

porton of hi or her acunt atòutle to matchig contrbutions

to the Phips Electrnics Plan (as adjused for eargs and/or

losses attbutal~ therto) trfer frm the PCC Plan to the

Motorola Plan as the Traferr Plan Matchig Account, excludig

the actu aggregate dollar amount of employer contrbutions to

such Traferr Plan Matchig Account made dug the twentyfour month imedately preedig the fi day of the month

followig the Valuation Date of the withdrwal

6. Rules Applicale to Withdrwal. A PCC Parcipant may intiate

withdrwals under ths Supplement by submittg a request in such

form and in such maner as the Profit Shag Commttee may

detere. Unles the Prfit Shag Commttee deteres

otherse by rue or regulaton of genera applicaton, a Parcipant

may tae no more th one withdrwal under a spific pargrph

above in any si-month peod and the mium withdrwal

wider any pargrh above shal be two hundr dollar ($200).

--,

The above provisions shal not afect the rights of PCC Parcipants to tae such

other withdrwals and ditrbutions as may be available to them under the ter of the

Motorola Plan.

Approved aDd Adopted November 7, 2000.

f 'ì

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2

DCl 30039555vl

MOT-ERISA 4032

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EXHIT B

)

Supplement to the

Motorola Ine. 401(k) Profit Sharig Plan

.for the

Softare Corpration of America Thrit IDcentive

& Profit Sharig Plan

Effective December 29, 200, the Softar Corpraon of Amerca Thft

Incentive & Prfit Sharg Plan (the '.SCA Plan") will be merged into the Motorola, Inc.

401(k) Prfit Sharg Plan (the "Motorola Plan'). The followig provision shal apply

effective December 29, 2000 to former parcipants in the SCA Plan with respect to

whom a trfer of assets and liabilities was made frm the SCA Plan to the Motorola

Plan (an "SCA Parcipantj in connection with such merger

1. In-Serce Withdrwal upon Attg Age 59Yi An SCA

Parcipan who is an Employee, and who ha ated age 59~,

may withdrw al or any porton of his or her acoun attbutable

.to amounts trfered frm the SCA Plan to the Motorola Plan

2. Rules Applicable to In-Serce Withdrwals. An SCA Parcipant

may intiate withdrwals under th Supplement by submittg a

reques in suh form and in suh maner as the Prfit Shag

Commttee may detere. Unless the Prfit Sharg Commttee

deteres otherse by rule or reguaton of gener application, a

Parcipant may tae no more th one in-serce withdrwal

hereunder in any six-month perod and the mium in-servce

withdrwal under any pargrh abve shall be two hundred

dollar ($200).

.-.,

)

The above provisions shal not afect the rights of SCA Parcipants to tae such

other withdrwals and distrbutions as may be available to them under the ttnn of the

Motorola Plan

Approved and Adopted November 7., 2000.

i

ï ),~...

DCI 300395S8vl

MOT-ERISA 4033

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.-. " , i

Unanimous Written Consent of the

Compenstion Commttee

or the Board of Directors of Motorola, Ioc.

.. June 16, 2000

The undersigned. being the members of the Compensaton Commttee of the

Boar of Directors of Motorola, Inc.. hereby tae the following action by unanimous

written consenc

WHS, Motorola Inc. maintans the Motorola, Inc. Pension Plan (the

'.Pension Plan") and the Motorola, Inc. 401(k) Prfit Sharng Plan (the "401(k) Plan") for

the benefit of its eligible employee;

WH, Section 12.1 of the Pension Plan provide that the Boar of Directors

may from time to time make any amendment or amendments to the Pension Plan; and

WH, Section 11.2 of the 401(J) Plan provide that the Plan may be

amende frm time to tie by resolution of the Boar of Dirtors and the Prfit Sharng

Commtt;.and

WHS, the Boar of Dirtors has delegat authority to amend the Pension

Plan and the 401(k) Plan to ths Commtt; and

lt )

WHS, the Commttee dems it appropriate to amend the Pension Plan and

the 401(k) Plan as debed below:

NOW THORE the membe of the Compensaton Commttee of the Board

of Diretors hereby relve to amend the Pension Plan as follows, effective as of the da

set fort above:

1. Section 3.1(b) of the Pension Plan is clared by insertng "U.S:' before

"Payrll Deparent' wherever it appe.

2. Section 6.13(a) of the Penion Plan is amende by deleting the last

sentece and by adng the following pargrph in lieu theref:

The form of beefit selected by a Parcipant in connection with his

Req Beginnng Date may not lat be changed by the

Parcipant to a differet form If a Portle Plan Pancipant elects

to reeive a lump sum distrbution upon (or prior to) his Required

Beginnng Date, any continued benefit accn under Section 6.1(e)

shall be trat as satsfied to the extent of the Actual

Equivalent (exprese as a single life annuity) of in-service

distrbutions of benefits. as deribed in Appendix A.

1 /

MOT-ERISA 4034

Case: 1:03-cv-05044 Document #: 333-5 Filed: 02/15/08 Page 13 of 26 PageID #:3447
3. Section 6.16(b) of the Pension Plan is amended in its entirety to state as

follows:

"\

;

(b) Benefits Paid in a Lump Sum. ff the Parcipant received

the entire amòunt of his vested retirement benefit in a lump

sum payment and is subseuently reemployed as an

Employee, the Parcipant's Benefit Service at the time of

his initial retirement shall not be reinstated or taken into

account in detennning the amount of the Parcipant's

accnicd benefit upon his ree:mployment In addtion. if a

Portble Plan Parcipant reeived the enti amount of his

vested retirement benefit in a lump sum payment on or after

July 1, 200, and is subsequently reemployed as an

Employee within one yea of his prior termnation from

employment, the Parcipant's Vesting Servce at the time

of his initial retiremënt shall not be reinstaed or taen into

account under Sen 6. 1 (c) in determning the amount of

the Parcipant's accred benefit upon his remployment,

but such Vesting Servce wil be taen into account in

determning whether the Parcipant has attned his Ealy

Retiment Age or Vested Retiment Age upon his

subsequent retient Except as provided in the preceding

sentece, upon the Parcipant's subsequent retiment, the

remployed Parcipant's eligibilty for a benefit and the

amount of the benefit shal be determned calculated and

paid as if he wer then firt retire bas upon his

reinstate Vesting Servce eaed prior to his earier

retirement, plus any Vesting Servce and Benefit Service

eared following the da of remployment.

--.

i

í

4. Section 10.2(a) of the Pension Plan is amended by adding the following to

the end of the pargrh:

In addition. in the event of (1) the sale, dispsition or trsfer of all

or par of a business subdvision by the Corpration or by a

Subsidiar which is parcipating in the Plan to a Subsidiar which

is not parcipatng in thePJan ("purhas'), which sale.

dition or trfer include the trfer to the purhaser of

Parcipants ("Trasferr Employing Unit''), and (2) the

purhasr's cesation as a Subsidiar as a reult of the subsequent

sale, disposition or trsfer of all or a porton of the Corpration' s

(or other Subsidiar's) intert in the purhaser. the provisions of

this Section 10.2 shall apply.

5. Section 1O.2(c) of the Pension Plan is amended in its entirety to state as

follows:

- 2-

MOT-ERISA 4035

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)

If the term of the sale. disposition or trsfer do not provide for

the trasfer of Trut Funds. or if such term do provide for the

trnsfer of Trust Funds and the purchaser doe not maintain or

doe not establish a plan meeting the requirements of pargrph (b)

within a reasonable rime (as detemúned by the Corpration), the

porton of the Trust Fund attrbutable to such Transferrd

Participants shall. if not then vested, beome fully vested and shall

be held by the Trutee for distrbution to such Parcipants pursuant

to the provisions of the Plan. To the extcnt permtted by law,

Transferrd PancipantS shall be tratcd as having incurred a

termnation of employment and separtion frm service for

purses of the Plan.

6. Appendix A of the Pension Plan is amended by adding me following

Section IV to state as follows:

iv. Aee 70 '11 Calculation under Section 6.13(a)(4)

The following example ilustrtes how beefits ar determned for

a Portble Plan Parcipant who has electcd to reeive a lump sum

distrbution in-service with repet to his Required Beginning

Date:

AssumDtíons:

610i 6~1 6l02 6/30/03

.. Age 70.5 71.5 72.5 73.5

,

í

Year of Svc 20 21 22 23 Portable Benefit % 0 7% 14% 21% Rnal Average Earings 60.00 61.00 62.00 63.000 Frozen Traditional Benefit 15.00

Intere rate (hypothetical) 6.26% 7.26% 4.00% Ii-OO%

Traditon;u Ute Annuity 15.00 15.00 15.00 15.000

Portble lump su (FAE x Be %) 4.270 8.680 13.230

Portle anui (Portle LS ILS factr)

Immed lump sum factor (htheti) ~-

- ~

~

il

~

~

UQ T otal Annuity (Trad + Portle annuit) 15.00 15.524 15.894 16.608 Less Tradion Anui vaue pa 15.00 15.00 15.00

less Portle Anuit vae prevusly paid n1a 44 1.055

(based on current LS lactor)

Ute Annuity available

Convert to lump sum

15.00 ~ 454 ~ $134.235 4.270 4410 13.230 . Subsequent lump sum paym';nt $ 4,270 $ 4,410 $ 4,550

...- ," - 3 -

MOT-ERISA 4036

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. .~:J

: J

This calculation can aIso be expressed as providing for payment in

subsequent year of the amount of the Parcipant's accru with

respet to Benefit Service eared under the Ponable Plan, reduced

by the sum of all poor amounts attrbutale to Benefit Serice

eared under the Portable Plan previously distrbuted to the

Parcipant. as follows (using same assumptions as above).

Traditional Ute Annuity

Convert to lump sum

Portle lump sum (FAE x Be %)

Less Portable Lump Sum previously paid

Subsequent lump sum payment

15,00

$134,235

4,270 8.680

4,270

$ 4,410

13,230

B,680

$ 4,270 $ 4,550

7. Section 2.1(b) of the 401(k) Plan is clarfied by insertng "U.S."

before "Payrll Deparent" wherever it appear.

8. Section lO.4(a) of the 401(k) Plan is amended by adding to the end of the

parph the following sentence:

()

In addition. in the event of (1) the sale. disposition or trsfer of all

or pan of a busines subdvision by the Corpration or by a

Subsidiar which is parcipatng in the Plan to a Subsidiai which

is not parcipating in the Plan ("purhasetj. which sale,

disposition or trfer include the trfer to the purhaser of

Parcipants C1raferr Employing Unit'j, and (2) the

purhasr's cesation as a Subsidiar as a reult of the subsequent

sale. disposition or trsfer of all or a porton of the Corpration's

(or other Subsidiar's) interet in the purhas. the provisions of

ths Section 10.4 shal apply.

9. Section lO.4(c) of the 401(k) Plan is amende in its entirety to state as

follows:

t j" ."../. - 4-

MOT-ERISA 4037

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If the term of the sale, disposition or trfer do not provide for

the trsfer of Trut Funds. or if such term do provide for the

trsfer of Trust Funds and the purhaser does not maintain or

doe not establish a plan meeting the requirements of pargrph (b)

within a reonable Yme (as deterned by the Corpration), the

ponion of the Trut Fund attrbutable to such Transferrd

Parcipants shall. if not then vested. become fully vested and shall

be held by the T~tee for distrbution to such Parcipants pursuant

to ihe provisions of the Plan. To the extent petTtted by law,

Traferrd Panicipants shall be trated as having incurrd a

teIlnauon of employment and separtion from service for

purposes of the Plan.

FUTHR REOLVE, that the appropriate offcer of Motorola. Inc. ar

hereby authorized and direted to tae aU steps necesar and appropriate, and to execute

all documents as they may deem necesar or advisable or as may be recommended by

legal counsel to the Company, with respet to the above unanimous written consenL

.. .

IN WI WHREOF. the undersigned member of the Compensation

Commttee of the Boar of Diretors have executed this Unanimous Written Consent this

day of June, 200.

~J .~k~.~

Samuel C. Scott m

llLaurce Fuller

10~n E. Pepper, Jr.

. s. ,-_J

MOT-ERISA 4038

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r

. .--,.., ....~ ......"'.....v-:-:. .

""i

,,/

If the te of the sale, dition at trCei do not provide for

th trer of Tru f1. or if su te do prvide for th

trfer of Tru Funds and th puas do not mati or

do not eslish a plan meng th reents of pai¡rh (b)

. with a reonble ti (as de by th Corpon). the:

porton of the Tro Fun anbU1Je to su Traca

Paicipants sh. it not then vesrc ~''le fuy vete and shall

be beld by th Tiu for dibmOl to su P2cits puruat

to the prvisioa of th PJa To th extet palt by law.

Traci Pacipants sh be ti as havig inc a ~n3ljon of cmJO)' an scoll frm sece for

pui of th Pl

PU-æ REOLVE. lh the app offce of Motari~ Inc. ar

herby auor ar dire to iu all st ncc ar apptar and to execte

aU dots as they ma de nec or advisa or as may be i=mmendc by

lega eoun to tho CoY. with ~ to th ahye uimous wrtten COn.~L

. ..

IN WI W I1t:OJl. tho undcgD mebe of the Copesaoa "

Commtt of th Boa of Dire have: aec rh Unimo Writt COns th "

day ollune. 20.

Sam C. Scott m

~~~~~(J-l

R La Fuer

Jol.E. Pe. Jr.

-5.

../.

MOT-ERISA 4039

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-"

/"l

If the term of the sale. disposition or trsfer do not provide for

the trfer of Trost Funds, or if such tean do provide for the

trfer of Trut Funds and the purhaser does not maintain or

doe not estalish a plan meeüng the requirements of pargrh (b)

withn a reasonable time (as determned by the Corpration). the

porton of the Trut Fund attbutable to such Trafeir

Parcipants shal. if not then vested beome fully vested and shall

be held by the Trute for distrbution to such Parcipants pursuant

to the provisions of the Plan. To the extent permtte by law,

Trasfer Paicipants shall be trated as having incu a

tennnation of employment and separtion frm service for

purse of the PLan

FUTI REOLVE, that

hereby authonzed and direted to ta

all documents as they may dem neee.

lega counsel to the Company, with re::

ol.: appropriate offcer of Motorola, Inc. ar

°eps necesar and appropriat, and to execute

or advisable or as may be reommended by

.0 the above unanimo wrtten consenL

.. .

IN WI WHREOF. the undersigned membe of the Compensation.

Commtt of the Boar of Direors have executed ths Unanmous Wnne Conset this °

day of June, 200.

'\. I

Samuel C. Scott m

H. Laurce Fuller

.5-

...~../.

MOT -ERISA 4040

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,.

Unanous Writt Const of the

Prfit Sharg Commtt of the

Motorola Prfit Sharig and Investment Plan

.

June 16, 200

WHREAS. Section 11.2 of the Motorola Profit Sharng and Investment Plan (the

"401(k) Plan") provides that the Plan may be amended frm time to time by resolution of the

Boar of Dirctors and the Prfit Sharg Commtt approved by Plan Parcipants.

NOW TIREORE. the members of the Prfit Shag Commttee hereby resolve to

amend the Plan as follows. effective as of the da set fort abve:

1. Secon 2.1(b) of the 401(k) Plan is clarfied by insrtg '.U.S." before "Payroll

Deparent" wherever it appe.

2. Section 10.4(a) of the 401(k) Plan is amended by addig to th~ end of the

pargrpb the following sentence:

;)

In addition. in the event of (1) the sale. disposition or trfer of al or par

of a busines subdvision by the Corpration or by a Subsidiar which is

parcipatg in the Plan to a Subsidiar which is not parcipatg in the

Plan ("purhas. which sae. diposition or trfer include th trfer

to the purhar of Parcipants (-lraferr Employig Unitj, and (2)

the purhar's cessaon as a Subsidi as a ret of the subseuent sale,

dispsition or trfer of al or a porton of the Corpraon' s (or other

Subsidiar's) intere in the purhar. the proviions of th Secon 10.4

sha apply.

3. Secon 10.4(c) of the 401(k) Plan is amnded in its entity to state as follows:

If the term of the sae, diposition or trfer do not provide for the

trfer of Trut Funds or if such temu do provide for the trfer of

. Tru Funds and th puha doc not mata or doe not estalih a

pl~ meg th reuits of pargrh (b) with a renable ti

(as de by th Corpraon), th porton of th Tru Fud

atbutle to suh Trafer ParCipants shal. if not thn vested

beme fuy veste and sha be held by th Trute for ditrbution to

such Pacipants puruat to th proviions of th PLan To the extent

permtt by law, Traferr Parcipants shal be tred as havig

incur a termaton of employmnt and separon frm service for

purses of th PLan

FUTH REOLVED. th the appropriat offcers of Motorola. Inc. ar hereby

authori and dite to tae al steps necar and appropriat, and to execute al documents

as they may deem necessar or advisable or as may be reommended by legal counsel to the

Company. with respet to the above unanmous wrttn conscnL

,( ~i

MOT-ERISA 4041

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r

.. .

'..~

) P ,.-\S V\DN'll\ q IN WIS WHREOF. the. undersigned member of the £O~t'e83llå8ft 'tommttee

of the Boar of Dirtors have executed ths Unanous Writtn Consnt ths 3l) day of

June, 200.

~,~~

Richar Entrm

Gar L Mie

Car F. Koenema

Gar L Tooker

"-.1

j

(, "-.,,- MOT-ERISA 4042

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'* '* '* " \

: ) P~-t~b\~'(\

IN WIS WHREOF, the.undersigned member of the eom~..ation . 

of the Boar of Dirtor have execute th Unanous Written Consnt th ::1J day ne

June, 200. of

~--.-ti'f2 .c Enttm

-- ~

Gar 1- Mie

Cal F. Koenema

Ga 1- Tooke

'J

.( ! . .../ MOT-ERISA 4043

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f

\

)

.. .

P"/i¡.ShMJ. IN WI WHOF, the .undersigned member of the eO~e88al1 Commtt

of the Boar of Dirors have executed ths Unanous Wnnen Consnt ths :?oH day of

June, 200.

WillamP. Delerck

Richa Entrm

~ 1,~

~

¡¡ Rg ...ú~_..

Car F. Koenema

Gar 1. Tooke

,-, , , : ;

C)

MOT-ERISA 4044

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,

-,

)

* * *

¡J~R I- SIUlY1hg IN WIS WHREOF, thy undersigned member of the Geæp:Auu9R'tOmmttce

of the Boar of Dirtors have execute ths Unanmous Written Consent U1 36#1 day of

June, 200.

Wilam P. Delerck

Richa Entrm

Gar L Mie

cari~~~ em ..~./ ~-¿~ J Gar L ~ kcr

-'"

\

j

MOT-ERISA 4045

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)

i

Resolutions of tbe .

Compensation Committee or the

Board or Directors or Motorola, Inc.

May i, 2000

WHREAS, Motorola Inc. maitai the Motorola, Inc. Pension Plan (the ..Pension

Plan") and the Motorola, Inc. 40l(k) Profit Sharg Plan (the ..401(k) Plan") for the benefit orits

eligible employees;

WHREAS, Section 12.1 of the Pension Plan provides tht the Board of Directors may

frm time to tie make any amendment or amendments to the Pension Plan; and

WHREAS. Section 11.2 of the 401(k) Plan provides that the Plan may be amended from

time to time by resolution of the Board of Directors and the Profit Sharg Commttee; and

WHREAS, the Board of Directors has delegated authority to amend the Pension Plan

and the 401(k) Plan to tts Co~ttee; and

WHREAS, the Committee deems it appropriate to amend the Pension Plan and the

401(k) Plan as descrbed below:

RESOLVED, that Sections 2.31 and 5.3 of the Pension Plan and Sections 1.43 and 10.5

of the 401(k) Plan are hereby amended to state as follows, effective Januar 1,2000:

1. The last sentence of Section 2.31 of the Pension Plan is hereby deleted and replaced

with the following sentence:

'.As used in ths Section 2.31, the term Company includes all Affiliated

Employers wlule such entity is an Affliated Employer."

2. Section 5.3 or the Pension Plan is amended in its entirety and replaced with the

following paragraph:

.~~.J

..5.3 Employees Transferred in Acquisition. In the event that the

Company or an Affliated Employer succeeds by merger, acquisition,

consolidation or other trsaction, to all or par of the assets or business

of, or enters into a joint ventue with, any other person, firm, parership,

corporation or other entity (a "Person"), and in either case employees of

such other Persn become Employees of the Company or an Affliated

Employer, the years of service of any such Employee with such other

Person prior to the date such Employee becomes an Employe~ of the

Company or an Affliated Employer (and prior to the date such Person

becomes an Affiliated Employer. if applicable) shall not be deemed to be

Years of Service with the Company or any Affiliated Employer for any

-'

MOT~ERISA 4046

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, .'\

)

: )

:(

purose of the Plan, except as otherwise determned. by contemporaeous

action of the Motorol~ Director of Human Resourc§ or mslher delegate

and reflected in an appendix to the Plan. Notwithstading the foregoing,

no credit for servce with such ether Person shall be grted for puroses

of detenniúng Benefit Service under the Plan without approval of the

Board of Diretors or its delegate in accordance with Section 12.1 of the

Plan.

3. The last sentence of 

Section 1.43 of the 401(k) Plan is amended in its entirety to read

as follows:

'.As used in tls Section 1.43, the tem Company includes all Affiliated

Employers while .such entity is an Afliated Employer."

4. Section 10.5 of the 401 (k) Plan is amended in its entirety to state as follows:

"10.5 Employees Transferred in Acquisition.

In the event that the Company or an Afliated Employer succeeds by

merger, acquisition, consolidation or other trsaction, to all or par of the

asets or business of, or enters into a joint venture with, any other person,

firm, parership, corporation or other entity (a "Person"), and in either

case employees of such other Person become Employees of the Company

or an Affliated Employer, the year of service of each such Employee

with such other Person prior to the date such Employee becomes an

Employee of the Company or an Afliated Employer (and prior to the date

such Person becomes an Affliated Employer, as applicable) shall not be

deemed to be Year of Service with the Company or an Affliated

Employer for any purpose of the Plan, except as otherwise deteimined by

contemporaeous action of the Motorola Director of Human Resources or

hisler delegate and reflected in an appendix to the Plan."

FUTHER RESOLVED, that the appropnate offcers of 

Motorola, Inc. are hereby

authorized and directed to tae all steps necessar and appropnate, and to execute all documents

as they may deem necessar or advisable or as may be recommended by legal counsel, with

respect to the above resolution.

10105366.2

4/25/00

2 MOT -ERISA 4047

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