5.8 Hardship Withdrawals.

(a) General Rule. Subject to such rues and regulations as may from time to

time be promulgated by the Plan Admstrtor, a Participant may request a withdrawal from.

that portion orhis or her Accounts attributable to:

(i) Elective Contrbutions plus related Income credited as of December

3 i, i 988, but exclusive or eargs after such date, and

(ii) Rollover Contrbutions.

No such withdrawal wil be permtted without tle consent of the Plan Manager or its

designee and then only to the extent that such withdrawal is necessar due to Financial

Hardship. Unless the Plan Manager determes otherwise by rule or regulation of general

application, a Participant may take no more than one hardship withdrawal in any calendar

year, and the minium hardship withdrawal shall be one thousand dollars ($1,000).

(b) ReQUestin2 a Hardship WithdrawaL. The determinations of the existence

of an imediate and heavy financial need and of the amount necessar to meet the need wil

be made in accordance with the following standards:

(i) A Paricipant requestig a withdrawal must complete and sign an

application which sets fort:

(A) the facts causing the Financial Hardship;

(B) the amount required to meet (but not exceed) the financial

need;

(C) a representation which demonstrtes that the financial need

canot be relieved from other reasonably available resources; and

(D) any other matters requied by the Plan Manager; and

(ii) The withdrawal wil not be granted uness:

(A) Financial Hardship is established to the reasonable

satisfaction of the Plan Manager or its designee;

(B)

hereof; and

the need cannot be satisfied by a loan taken under Section 5.5

(C)

resources.

the need cannot be satisfied from other reasonably available

( c) Requirement to Take Dividends in Cash. If a Participant requests a

hardship withdrawal puruant to this Section 5.8 and is eligible to make an election to receive

cash dividends pursuant to Section 6.8, then the Paricipant must elect to have paid to hi or

her all cash dividends that are currently available to him or her under the ESOP Fund by

reason ofthe dividend election provisions described in Section 6.8.

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5.9 Withdrawal at A2e 59Yz. A Parcipant who has attained age 59Yz and who is an

Employee may withdraw all or any portion of his or her Accounts attbutable to Participant

Contrbutions and Rollover Contrbutions by sabmittng a request for such withdrawal in such form

and in such manner as the Plan Manager may determne. Unless the Plan Manager detennnes

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 mimum withdrawal shall be two hundred dollars

($200). The Plan Manager may promulgate such additional rules and reguations governng

withdrawals at or after age 59Yz as it deems appropriate from time to time.

5.10 Withdrawal at A2e 70Yz. Subject to Section 5.3(d) above, a Paricipant who has

attained age 70Yz and who is an Employee may withdraw all or any portion of his or her accounts

(including amounts attbutable to Company Contrbutions) at any time by submittng a request for

. such withdrawal in such form and in such manner as the Plan Manager may determne. Unless the

Plan Manager determines otherwise by rule or regulation of general application, a Participant may

take no more than one such withdrawal in any six-month period, and the mimum withdrawal shall

be two hundred dollars ($200). The Plan Manager may promulgate such additional rules and

reguations concernng withdrawals at or after age 70Yz as it deems appropriate from time to tie.

5.11 Withdrawal of Rollover Contributions. A Paricipant who is an Employee and

who has made a trsfer described in Section 4.6 of the Plan may withdraw all or any portion of his

or her Accounts attributable to such amounts at any time by submitting a request for such withdrawal

in such form and in such manner as the Plan Manager may determne. Unless the Plan Manager

determines 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 mium withdrawal shall be two

hundred dollars ($200). The Plan Manager may promulgate such additional rules and regulations

concernng withdrawals of Rollover Contrbutions as it deems appropriate from time to time.

5.12 Missin2 Participants. Distrbution, fodeitue, and reinstatement of benefits to

Missing Participants shall be in accordance with this Section 5.12; provided, however, that nothing in

ths Section 5.12 shall be deemed or constred to supersede, alter or amend the provision of Section

5.7.

(a) Notwithstanding any provisions of the Plan to the contrary other than Section

5.7, if a Missing Partcipant is entitled to a benefit payable under the Plan and reasonable

efforts to locate the Missing Paricipant have been unsuccessful, then amounts distrbutable

to the Missing Paricipant wil remain in the Missing Participant's Accounts until fodeited or

distrbuted in accordance with the provisions of the Plan.

(b) In addition to and notwithstanding any provision of the Plan to the contrar

other than Section 5.7, a Missing Participant who is eligible for a distrbution payable ís not

subject to the Plan's mandatory distrbution provisions that would otherwise result in the

automatic "cash out" of such amounts without the Missing Participant's consent.

(c) If a Paricipant or Beneficiary has been notified at his/her last known address

of entitlement to his/her benefits under the Plan (or issued a check of distrbution therefrom)

and the Participant or Beneficiary fails to claim such benefits withi two years after such

initial notification, his/her benefits shall be treated as a Fodeitue under the Plan and shall be

used in accordance with the Fodeitue provisions. In the event such Participant or

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Beneficiar subsequently files a valid claim for such benefit, such benefit shall be

immediately restored to the Paricipant's or Beneficiar's Accounts under the Plan with

payments to commence in accordance with this Arcle 5.

(d) If the Plan is joined as a par to escheat proceedings involving a fodeited

amount or Parcipant's or Beneficiar's Account, the Plan wil comply with the final

judgment as if it were a claim fied by the Participant or Beneficiary and wil make payment

in accordance with the judgment.

( e) The Commttee may adopt and amend from time to time such procedures as it

deems appropriate to admister ths Section 5.12.

ARTICLE 6 - THE ESOP

6.1 ESOP Portion of the Plan. The Company intends tht the Plan and the ESOP

together shall constitute a single plan under ERISA and the Code. Accordingly, the provisions set

forth in the other sections of the Plan shall apply to the ESOP in the same manner as those provisions

apply to the remaining portions of the Plan, except to the extent that those provisions are by their

terms inapplicable to the ESOP, or to the extent that they are inconsistent with the specific provisions

set fort below in this Aricle. Except as provided in ths Aricle, the ESOP shall not affect any

Beneficiar designations or any other applicable agreements, elections, or consents that Parcipants,

former Participants, spouses, alternate payees or Beneficiares validly executed under the terms of the

Plan without regard to the ESOP; and such designations, agreements, elections, and consents shall

apply under the ESOP in the same maner as they apply under the Plan. The ESOP, as set fort in

this Arcle, is intended to meet the requirements of an employee stock ownership plan, as defined in

Code Section 4975(e)(7) and the accompanying regulations, and ERISA Section 407(d)(6). As

provided below, the ESOP is designed to invest priarily in qualifyng employer secunties of the

Company.

6.2 Effective Date. This Aricle shall be effective for Plan Years beginnng on or after

October 1,2002.

6.3 Eli2ibiltv and Participation. Each Partcipant in the Plan is eligible to participate

in the ESOP. Each Accountholder wil be treated as if he or she is a Paricipant in the ESOP for

puioses of this Aricle and shall be considered to be a "named fiduciar within the meaning of, and

to the extent permitted under, ERISA Section 402(a)(2) with respect to the treatment of dividends

paid on Company Stock held in such person's Accounts.

6.4 Investments in Company Stock. Pusuant to Section 4.5 of the Plan,

Accountholders may elect to have a porton or all of their accounts invested by the Trustee in the

Motorola Stock Fund, which consists priarly of Company Stock. For ths purse it is intended

that the ESOP be considered an "eligible individual account plan" which explicitly provides for the

acquisition and holding of "qualifyng employer securties" (as those terms are defined in ERlSA

Sections 407(d)(3) and 407(d)(5)), and that the Trustee may invest up to 100% of the Trust Fund held

by it in Company Stock, to the extent elected by Accountholders. Company Stock may be acquired

by the Trustee though purchases on the open market, private purchases, purchases from the

Employers (including purchases from the Company of treasury shares or authorized but unssued

shares), contrbutions in kind by the Company, or otherwise. The Trustee in its discretion may hold a

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portion of the ESOP Fund in cash or cash equivalents to meet liquidity needs for distbution and

while pending investment in Company Stock.

6.5 Ádditional Accountin2 Rules for Company Stock. Notwithstanding the provisions

of Section 4.2(e) of the Plan, and subject to Section 4.5 of the Plan (includig provisions regarding

the payment of expenses of Investment Funds), the following additional rues apply with respect to

Company Stock in the ESOP Fund:

(a) As of each Valuation Date, uncredited cash dividends attbutable to

Company Stock previously allocated to a Paricipant's account in the ESOP Fund shall be

credited to his or her account in such fund.

(b) As of each Valuation Date, uncredited whole and fractional shares of

Company Stock resulting from stock dividends or splits attbutable to Company Stock

previously allocated to a Participant's account in the ESOP Fund shall be credited to his or

her account in such Fund.

( c) If rights or warants are issued with respect to any Company Stock held by

the Trustee in the Company Stock Fund, such rights or warants shall be appropriately

reflected in Paricipants' Accounts, in accordance with rules established by the Plan Manager

and unformly applied, until sold or exercised by the Trustee and the proceeds appropriately

reflected as directed by the Plan Manager.

6.6 Votin2 of Company Stock. The Trustee shall vote the shares of Company Stock

held in the ESOP in the manner set forth in Section 4.1 of the Plan.

6.7 Dividends Paid on Company Stock At the election of Participants, any cash

dividend paid with respect to Company Stock credited to Paricipants' Accounts as of the record date

of such dividend payment wil be paid to the Trustee and reinvested in Company Stock or will be

paid in cash either directly to such Participants or to the Trustee and, within 90 days following the

close of the Plan Year, shall be distrbuted to such Parcipants. A Paricipant shall be deemed to

elect to have the cash dividends automatically reinvested in Company Stock, uness the Parcipant

files a tiely election with the Plan Manager to have all or a porton of the cash aividends paid to the

Partcipant.

(a) Participant Irrevocable Elections. The Plan Manager shall provide notice

to each Participant that sets fort the right of each Participant to make an irrevocable election

and the procedures for making such election. Such notice shall be provided to new

Paricipants with a reasonable period of time commencing either before or after the person

becomes a Partcipant in the Plan, but in no event later than a dividend payment date with

respect to those dividends. Once made, a Paricipant's election is irevocable and wil

continue from year to year until changed by the Paricipant in accordance with procedures

established by the Plan Manager, as amended from time to time, except that a Paricipant

must have a reasonable opportnity to change his or her election at least annually. A

Paricipant's election shall be made in accordance with procedures established by the Plan

Manager and shall become irrevocable at the time specified in such procedures, but in no

event later than the close of the Plan Year durng which such dividend are paid. If there is a

change in the terms of the Plan governng the manner in which dividends are paid or

distrbuted to Paricipants, then the Plan Manager shall notifY the Participants of the new

49

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terms, and Paricipants must be given a reasonable opportty to make new elections under

the new terms prior to the date on which the first dividend subject to the new tenus or

conditions is paid or distnbuted.

(b) A2ent to Disburse Payment of Dividends. At the direction of the Plan

Manager, the Trustee shal retai an agent to disbure payment of dividends. If diected by

the Plan Manager, the Trustee shall provide that the dividend payments be made by the

dividend disbursing agent:

(i) directly to Participants;

(ii) to the Company's payroll departent, which shall serve, for ths

purose, as agent for the Participants; or

(iii) to the Trustee who is hereby authonzed to pay any dividend directly

to Participants or to appoint the Company's payroll departent as disbursing agent

for the Trustee.

( c) Less Than One Share of Company Stock. A cash dividend wil not be

subject to the election for reinvestment or paid to a Paricipant pursuant to the provisions of

ths Section 6.7, if, as of the applicable record date, such Participant's Account in the

Company Stock Fund is credited with less than one share of Company Stock.

(d) Fully Vested. A Paricipant shall be fully vested in and have a nonfodeitable right to any cash dividends that are subject to the provisions of ths Section 6.7,

without regard to whether the Participant is vested in the stock with respect to which the

dividend is paid.

( e) Deduction Requirement. Section 6.7 is intended to satisfy the requirements

of Code Section 404(k) and the application of the provisions of ths Section 6.7 is .

conditioned upon such dividends constituting "applicable dividends" as that term is used in

Code Section 404(k)(2)(A)(iii) and qualifyng for a deduction for a taxable year of the

. Company in the amount of the dividends that are subject to the election by Paricipants

pursuant to this Section 6.7.

6.8 Dividends Not Subject to Section 6.7. Any cash dividend paid with respect to

Company Stock that is not credited to Paricipants' Accounts under the ESOP as of the record date of

such dividend payment, or is otherwise not subject to Section 6.7, shall be invested in Company

Stock, or otherwise held, applied or invested, in the maner provided elsewhere in the Plan.

6.9 Distribution of Company Stock.

(a) General Rule. Upon a distnbution of a Partcipant's Account, the Paricipant

(or, if applicable, the Participant's Beneficiar) shall be entitled to receive a distribution of

the Company Stock then credited to his or her Account under the ESOP Fund at the same

time and in the same manner as he or she receives a distrbution of the other portions of his or

her Account balances in accordance with the terms of the Plan. A Participant shall not be

entitled to elect a time or method of distnbution, or to designate a Beneficiary, with respect to

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such Company Stock tht is different from the time and method of distrbution and

Beneficiary that are applicable to the other portions of the Parcipant's Accounts.

(b) Cash-Outs. For puroses of determnig, pursuant to Section 6.8, whether a

Paricipant's Account balances exceed $1,000 (or such other maximum amount as may be

permtted by the Code for involuntary payments) for purposes of Section 5.3 or Aricle 13 of

the Plan, the Partcipant's ESOP Fund shall not be considered separately, but shall be

included with the other portons of his or her Partcipant Accounts.

(c) Distrbutions in Company Stock. All Company Stock held in a

Paricipant's Accounts shall be distrbuted in accordance with the provisions of Aricle 5,

except that the Participant may elect to demand a distrbution of his or her Accounts under

the ESOP Fund in the form of Company Stock.

(d) Put Option. In accordance with Code Sections 409(h)(4), (5) and (6), if

Company Stock ceases to be readily tradable on an established market, then any Parcipant

who otherwise is entitled to a total distrbution from the Plan shall have the right (hereinafter

referred to as the "Put Option") to require that the Company Stock credited to his or her

Accounts shall be repurchased by the Company under a fair valuation formula. The Put

Option shall only be exercisable durng the sixty-day (60-day) period imediately following

the date of distrbution, and if the Put Option is'not exercised within such sixty-day (60-day)

period, it can be exercised for an additional sixty (60) days in the following plan year.

(i) The amount paid for the Company Stock pursuant to the exercise of a

Put Option as par of a total distrbution shall be paid in substantially equal periodic

payments (not less frequently than anually) over a period beginnng not later than

thi (30) days after the request for total distrbution is made and not exceeding five

(5) years. There shall be adequate securty provided and reasonable interest paid on

an unpaid balance due under this paragraph.

(ii) If the Company is required to repurchase Company Shares as part of

an instaIlment distrbution, the amount to be paid for the Company Shares wil be

paid not later than thirt (30) days after the exercise of the Put Option.

6.10 Withdrawal and Diversifcation Ri2hts.

(a) Withdrawals and Loans. A Participant may withdraw or obtain loan

amounts from his or her Account in the ESOP Fund subject to the same rules as apply to

withdrawals and loans from the Paricipant's Accounts generally under the Plan. A

Participant may elect to receive any withdrawal from his or her Account in the ESOP Fund in

the form of Company Stock rather than in cash.

(b) Diversification Ri2hts. It is the intent of the Company that the fact that the

Participant has the right, in accordance with Sections 4.5 and 10.1 of the Plan, to direct how

his or her Account balances shaIl be invested, shall satisfY the diversification requirements of

Code Section 401 (a)(28). Accordingly, a Participant who has attained age 55 and has

completed ten years of paricipation in the ESOP portion of the Plan shall be entitled to have

all or any portion of his or her Account in the ESOP Fund and any earnings attbutable

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thereto invested in any Investment Fund other than the ESOP Fund, as provided in Section

4.5 and Aricle 10 of the Plan.

6.1 i Nonterminable RI2hts. Except as otherwise provided in subsection 6.9(d), no

shares of Company Stock in the ESOP Fund held or distrbuted by the Trustee may be subject to a

put, call, or other option or to a buy sell or similar arrangement. The provisions of ths Section 6. I I

shall continue to be applicable to Company Stock even if the ESOP Fund ceases to be an employee

stock ownership plan withn the meanng of Code Section 497 5( e )(7).

ARTICLE 7 - QUALIFIED MILITARY SERVICE

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

Employer who enters into Servce in the Uniformed Services shall, solely for puroses of the Plan, be

on a Military Leave of Absence durg his or her term of Servce in the Uniformed Servces. Such

Milita Leave of Absence shall continue from the employee's date of entr into the Servce in the

Uniformed Servces to the earliest of the following:

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

Servce in the Uniformed Servces durng which he or she is required to apply for

reemployment as prescribed by USERR;

(b)

Employer;

The date of his or her retu to employment by the Company or an Affiliated

(c)

(d)

The date of his or her employment by another company; or

The date of his or her death.

7.2 Distribution of Benefis Durin2 Miliary Leave of Absence. A Participant on

Militar Leave of Absence, at any time following his or her induction into the Uniformed Servces,

may request a distrbution of the amount which would be distrbuted under Section 5.4(a) ifhe or she

had resigned or was discharged from the employment of the Company upon the date of his or her

request. If the request is approved by the Plan Manager, in its sole discretion, such amount shall be

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

amount, if any, credited to the Partcipant's Company Contrbutions Account shall not be a

Fodeiture, but shall remai in each of the funds in which such Participant has an interest as provided

for hereafter in Sections 7.3 and 7.4. The Plan Manager shall cause to be credited to the Company

Contrbutions Account of such Partcipant his or her proportionate share of the Company

Contrbutions contrbuted for the Plan Year durng which such Participant begins his or her Military

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

7.3 Continuance of Partcipant's Interest in Fund Durin2 Military Leave of

Absence. A Participant on Military Leave of Absence shall continue to paricipate in the Plan as

though he or she had remained in the active employment of the Company, except that he or she shall

participate in the Company Contribution only to the extent provided for in Sections 7.2 and 7.5. The

full amounts credited to the accounts of a Participat on Military Leave of Absence who does not

receive a distrbution of his or her interest in the Trust Fund and the remaining amount, if any,

credited to the account of Participant on Militar Leave of Absence who has received a distrbution

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of the amounts credited to his or her Accounts under the provisions of Section 7.2, shall constitute

such Participant's interest in the Fund.

7.4 Effect of Termination of MiHtarv Leave of Absence. A Parcipant on Militar

Leave of Absence who is reemployed shall be credited with his or her share of the Company

Contributions for the Plan Year durg which he or she rets to the active employment of the

Company based on his or her Paricipant Contrbutions for said Plan Year. A Parcipant who does

not retu to active employment with the Company on or before the date of the expiration of his or

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

Militar Leave of Absence and there shall be paid over to hi or her the amount (determined without

giving effect to any distrbution previously made to said Participant under the provisions of Section

7.2) which would be paid over to hi or her under the provisions of Section 5.4 of the Plan ifhe or

she had resigned from employment of the Company upon the date of the expiration of his or her

Militar Leave of Absence, reduced by the amount of any distrbution previously made to said

Participant under the provisions of Section 7.2. The remaining amounts credited to the accounts of

such Parcipant shall constitute a Fodeitue. Any amount credited to a Participant under the

provisions of ths Aricle 7 to which the Participant is not entitled because of the expiration of his or

her Military Leave of Absence which is unkown to the Plan Manager shall, upon discovery thereof,

be treated as a Fodeitue.

7.5 Emplovees Entitled to the Benefits of USERR. Notwithstanding anytng to the

contrar 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 ofUSERR for reemployment having been complied with)

by the Company or an Affiiated Employer, as applicable, after a period of Qualified MíItary

Service, subject to the conditions and restrictions ofUSERR and Code Section 414(u):

(a) Each such Employee reemployed under the provisions ofUSERR shall be

treated as not having incurred a Break in Service by reason of the Employee's period of

Qualified Miltary Servce.

(b) Each period of Qualified Milita Servce 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 determinig Years of Servce

for all puroses of the Plan.

(c) A Participant 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 three (3) times the period of Qualified Miltary Service of such Participant or five (5)

years, whichever is less, to make Parcipant Contrbutions in an amount elected by such

Participant, but not exceeding the maximum amount of Paricipant Contrbutions which such

Paricipant would have been permitted to make under the Plan durng the period of Qualified

Military Servce if he or she had remained continuously employed by the Company

throughout such period, based on the Compensation the Paricipant would have received ifhe

or she were not in Qualified Military Servce. Such deemed Compensation shall be

determined based on the rate of Compensation the Paricipant would have received from the

Company but for his or her Qualified Militar Service, or if such Compensation is not

reasonably certain, based on such Participant's average Compensation from the Company

during the twelve (12) month period imediately preceding the Qualified Militar Service,

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or, if shorter, the period of employment immediately preceding the Qualified Military

Service. With respect to such Paricipant Contrbutions made by a reemployed Parcipant as

aforesaid, the Company shall make Company Contrbutions to such Paricipant's Company

Contrbutions Accounts in such amouns as would have been required had such Paricipant

Contrbutions been made durig the period of the Participant's Qualified Militar Servce;

provided, however, that no Income eared durg such Participant's Qualified Militar

Service shall be allocated to such Paricipant's Accounts based on Paricipant Contrbutions

or Company Contrbutions made pursuant to ths paragraph (c).

7.6 Applicable Laws. The provisions of this Aricle 7 shall be subject to all applicable

statutes and laws of the United States, including, but not limited to, USERR and Code Section

414(u), and the rues and regulations thereunder, and in case of any inconsistency, said statutes, laws,

rules and regulations shall control. The provisions of ths Arcle 7 shall take precedence over any

other inconsistent Plan provisions.

ARTICLE 8 - PLAN ADMISTRATION

8.1 Membership of the Retirement Benefits Committee. The Plan shall be

administered by the Retirement Benefits Committee which is comprised 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 Retirement Benefits

Committee may, but need not, be directors, offcers or employees of the Corporation. Any such

member of the Retirement Benefits Commttee appointed by the Board of Directors or its delegate

may resign by delivering his or her written resignation to the Board of Directors or its delegate. Any

member of the Retirement Benefits Commttee 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

Retirement Benefits 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 incurred by the

Retirement Benefits Committee in the administration of the Plan, but is not required to do so. Aiy

such expenses not paid by the Company shall be paid from the Trust Fund.

8.2 Powers of the Retirement Benefis Committee. The Retirement Benefits

Committee shall have authority and discretion to control and manage the operation and

administration of the Plan, including all rights and powers necessar or convenient to the carg

out of its functions hereunder, whether or not such rights and powers are specifically enumerated

herein. The Retirement Benefits Committee may, in its discretion, delegate authority with regard to

the administration of the Plan to any individual, officer or committee in accordance with

subparagraph (i) imediately below. Notwithstanding any other provision of the Plan, if an action or

direction of any person to whom authority hereunder has been delegated conficts with an action or

direction of the Retirement Benefits Committee, then the authority of the Retirement Benefits

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 forth in this Aricle 8,

the Committee shall have the following express authorities:

(a) To constre and ,interpret the provisions of the Plan; to decide all questions

arising thereunder, including, without limitation, questions of eligibility for participation,

eligibilty for benefits, the validity of any election or designation made under the Plan, and

the amount, manner and time of any allocation to accounts or payment of any benefits

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hereunder; and to make factual determnations necessary or appropriate for such decisions or

determination;

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

Beneficiares or alternate payees in fiing applications for benefits and any other elections,

designations and forms required or permtted under the Plan;

(c) To prepare and distbute information explaig the Plan;

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

Beneficiaries and alternate payees such information as shall be necessar for the proper

administration of the Plan;

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

administration of the Plan as are reasonable and appropriate;

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

of the financial condition, and of the receipts and disbursements, of the Trust from the

Trustee;

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

may also be counsel to the Company) to render advice with regard to anyresponsibilIty of the

Committee under the Plan or to assist in the adminstration of the Plan;

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

investment managers for purposes of the Plan;

(i) To designate in writig other persons to carr out a specified part or pars of

its responsibilties hereunder (including this power to designate other persons to carr out a

part of such designated responsibilty). Any such designation must be accepted by the

designated person who shall acknowledge in writing that he, she or it is a fiduciar with

respect to the Plan. Any such person may be removed by the Retirement Benefits Commttee

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 Code Section 4 i 4(P) and to comply with such orders.

The Retirement Benefits Committee shall pedorm its duties under the Plan and the Trust

Agreement solely in the interests of the Paricipants (and their Beneficiares). All rules,

actions, interretations and decisions of the Retirement Benefits Committee are

conclusive and binding on all persons, and shall be given the maximmn possible

deference allowed by law.

8.3 Procedures of the Retirement Benefits Committee. The Retirement Benefits

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 writing without a meeting. The Retirement Benefits Commttee

may authorize any person or persons, who may but need not be a member or members of the

Retirement Benefits Committee, to execute any document or documents on behalf of the Retirement

Benefits Committee, in which event the Retirement Benefits Committee shall notify the Trustee in

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wrting of such action and the name or names of such person or persons so designated. The Trustee

thereafter may accept and rely upon any document executed by such person or persons as

representing such action by the Retirement Benefits Commttee until the Retiement Benefits

Committee shall file with the Trustee a written revocation of such designation.

8.4 Adoption of Rules bv the Retirement Benefits Committee. The Retiement

Benefits Committee may adopt such rules as it deems necessar, desirable or appropriate. AIl rules

and decisions of the Retirement Benefits Commttee shall be unformly and consistently applied to

all Paricipants in similar circumstances. When makg a determination or calculation, the

Retirement Benefits Commttee shall be entitled to rely upon information fushed by a Partcipant

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

it deems appropriate.

8.5 Directions to Trustee. The Retirement Benefits Committee shall advise the Trustee

in writing with respect to all benefits which become payable under the term of the Plan and shall

direct the Trustee to pay such benefits from the Trust Fund.

8.6 Records to be Kept bv the Retirement Benefits Committee. The Retirement

Benefits Commttee 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 necessary for the proper admistration of the Plan. The

Retirement Benefits Committee shall fie or cause to be fied 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 Retirement Benefits

Committee shall fuish such reports, statements, and other documents to Paricipants and

Beneficiaries of the Plan as may be required by any Federal or State statute or regulation with the

time prescribed for furnshing such documents.

8.7 Inspection of Records of the Retirement Benefits Committee. The Retirement

Benefits Committee'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 tie to time by the Board of

Directors.

8.8 Indemnifcation. The Company shall indemnfY each member of the Retirement

Benefits. Commttee, and the directors, offcers and employees of the Company involved in the

operation and admnistration of the Plan against any and all claims, loss, damages, expenses and

liabilities arsing from any act~on or failure to act, except when the same is determined by the Board

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

8.9 Claims Procedure. The Committee shall make all determinations as to the right of

any person to a benefit. The Retirement Benefits Commttee shall establish a claims procedure

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

8.10 Participants Subject to Section 16(b) of Securities Exchan2e Act.

Notwithstanding anytg to the contrary in this Plan, to prevent violations of the Securties

Exchange Act of 1934, as amended, (the "1934 Act"), the Retirement Benefits Committee or its

delegate shall have the right to impose restrictions and limitations which are additional to and

different from those contained in this Plan which wil apply to Participants who are subject to Section

I 6(b) of the 1934 Act, with respect to transactions relating to the Motorola Stock Fund, including,

56 MOT-ERISA 3912

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but not limted to (a) transfers into and out of the Motorola Stock Fund, and (b) loans and

withdrawals from the Motorola Stock Fund.

8.11 Assi2Dment of Duties under. ERISA Section 404(c). The 404(c) Fiduciary is

responsible for the following matters pertining to compliance with Section 404c) of ERISA and the

regulations thereunder, and shall have all of the rights, powers and authority of the Retiement

Benefits Commttee under Section 8.2 in the pedormance of his duties hereunder:

(a) receiving investment instrctions from Paricipants, Beneficiaries and

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

instctions 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 descnòed in Departent of Labor Regulation

Section 2550A04( c)- i (d)(2)(ii);

(b) providing to Participants, Beneficiares and alternate payees wrtten

confirmations of investment instructions; and

( c) providing to Participants, Beneficiaries and alternate payees the information

required by Deparent of Labor Regulation Section 2550.404( c )-1 (b )(2)(B)(1) and (2).

The 404( c) Fiduciary may designate one or more persons to act on his or her behalf in fulfillng tlus

responsibility.

8.12 Valuation of Fund. As provided in Section 4.4 of the Plan, the Retirement Benefits

Committee shall, at least anually, prepare a statement of the condition of the Trust Fund.

8.13 Plan Mana2er. The Director, Global Rewards, or such other person as may be

subsequently appointed by the Retirement Benefits Committee, shall be the Plan Manager. The Plan

Manager shall be responsible for the day to day admistration of the Plan and for carng out those

duties and responsibilties assigned to the Plan Manager under the terms of the Plan. The Plan

Manager shall have and may exercise such powers, rights, and authority as are granted to the

Retirement Benefits Commttee under the Plan in connection with any responsibility assigned or

delegated to the Plan Manager under the terms of the Plan or by the Retirement Benefits Committee,

including the authority to delegate lus or her responsibilities hereunder in accordance with Section

8.2(i).

ARTICLE 9 - TRUSTEE

9.1 Trust A2reement. The Corporation, on behalf of itself and other corporations that

may be participating in the Plan, has entered into a trust agreement creating a Trust, under which the

Trustee shall hold the assets of the Trust Fund. Such trust agreement shall be a par of the Plan. The

Trust shall be administere by the Trustee in accordance with the terms of the trst agreement and

the Plan. If any provisions of the Plan and the trust agreement shall be inconsistent or otherwse in

conflct regarding the rights, duties or obligations of the Trustee, the provisions of the trst

agreement shall control.

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9.2 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 Trustee who may be

either an individual or It corporation empowere¿¡ to act as a trstee under the Trust.

ARTICLE 10 - INVSTMENT OF TRUST FUND ASSETS

10.1 Direction ofInvestments. Subject to Sections 4.5 and 8.11, the Retirement Benefits

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

connection with such power, the Retiement Benefits Committee may delegate in writing its

authority to an investment manager 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 assets purchased or sold for the Trust Fund and make or receive payment for such assets

purchased or sold for the Trust Fund in accordance with such instrctions.

10.2 Investment Guidelines. The Retirement Benefits Committee may from time to time

adopt a written investment policy and written investent gudelines which shall govem the maner

in which the assets of the Trust 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 securties to be held in the Trust Fund. Before the

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

investment gudelines must be approved in writing by the Trustee and such written approval must be

delivered to the Commttee. The ESOP portion of the Plan is intended to be invested priarly in

employer securities as that term is defined in Code Section 409(1).

103 Investment in Companv Securities. The Trust Fund may be invested in Company

Securties; provided, however, that prior to July 1, 2000, the Trustee shall not be instructed to acquire

any Company Securties in any Plan Year in which the value of the Company Securties held in the

Trust Fund exceeds fifty percent (50%) of the value of the assets of the Trust Fund.

ARTICLE 11- CHANGES IN THE ORGANIZATION OF THE COMPAN

11.1 Mer2er or Consolidation. 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 after the merger,

consolidation or transfer which is equal to or greater than the benefit he or she would have been

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

termated).

11.2 Transfer of a Participant to a Subsidiarv. If a Participant is transferred to and

becomes an employee of a Subsidiary that is not partcipating in the Plan, but maintains a retirement

plan qualified under Sections 401(a) and 40I(k) of the Code containig substantially the sae

provisions as the provisions of the Plan, the Plan Manager may, at the request of the Paricipant and

with the consent of the plan admnistrator of the transferee plan, transfer to the trstee under the plan

of such Subsidiary the full amounts credited to the accounts of the Participant in the Trust Fund

58

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(without regard to any provisions respectig Fodeitues), 'plus such Partcipant's share of the

Company Cøntrbutions for such Plan Year and any other credits allocable as of the date of such

transfer. Upon such transfer the Paricipant shall have no fuer right or interest under the Plan or in

and to the Trust Fund hereby created.

11.3 Transfer of a Partcipant from a Subsidiary to the Companv. If a participant in a

retirement plan qualified under Code Sections 401(a) and 401(k) maintained by any Subsidiary that

is not parcipatig in the Plan is transferred to and becomes an Employee of the Company, the Plan

Manager is authorized to accept the transfer to it by the trstee 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 parcipant had been a Participant hereunder durng the period of

time he or she was a parcipant under the plan of the Subsidiar, in which event such parcipant

shal forthwith become a Paricipant in the Plan, and the period of his or her employment with such

Subsidiar shall be included in determing Years of Servce under the Plan.

11.4 Sale. Disposition or Transfer of a Subsidiarv or Business Subdivision.

(a) Authority to Transfer Out. In the event ofthe sale, disposition, trsfer or

spin-off of a Subsidiar which is parcipating in the Plan, or of all or par of a business

subdivision, by the Corporation or by a Subsidiary which is paricipating in the Plan, to any

person, firm, parership, corporation or other entity (hereinafter called "purchaser" and

which, in the case of a spin-off of a Subsidiary may include the Subsidiar itself), which sale,

disposition, transfer or spin-off includes the transfer to the purchaser of Parcipants

(hereinafer called a "Transferred Employing Unit"), if the conditions of this Section 11.4 are

satisfied, the pro rata share of the Trust Fund (determned as provided in Sections 1 l.4(b) and

(d)) allocable to Participants transferred to and employed by the purchaser of the tranferred

Employig Unit (hereinafter called "Transferred Participants") shall be held subject to

transfer as hereinafter provided. In addition, in the event of:

(i) the sale, disposition or transfer of all or part of a business subdivision

by the Corporation or by a Subsidiary which is participating in the Plan to a

Subsidiar which is not partcipatig in the Plan ("purchaset'), which sale,

disposition or transfer includes the transfer to the purchaser of Parcipants

("Transferred Employing Unit"), and

(ii) the purchaser's cessation as a Subsidiar as a result of the subsequent

sale, disposition or transfer of all or a portion of the Corporation's (or other

Subsidiar's) interest in the purchaser,

the provisions of ths Section 11.4 shall apply.

(b) Requirements to Transfer Out. If the purchaser of the Transferred

Employig Unit shall have established a plan qualified under Code Section 401(a) with

provisions for accepting such transferred fuds, the Trustee shall transfer to the trustee of the

trust under such plan (or to the funding agent, if the plan is not implemented by a trst) each

Transferred Participant's pro rata share of the Trust Fund as determined hereinafter in

Section 11.4(d) (the "trnsferred interests"). Before any such transfer, purchaser shall fuish

evidence to the satisfaction of the Retirement Benefits Commttee prior to the First Transfer

Date, as hereinafter defined, that:

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

(ii) the plan provides for the receipt of such transferred interests on a fully

vested basis, whether or not stich transferred interests were fuIly vested under the

terms of the Plan;

(iii) the terms of the purchase provide for such transfer 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

transfer pursuant to ths Section 11.4; and

(iv) the purchaser's plan provides for the preservation of each "Section

411 (d)( 6) protected benefit," as defined in Treasury Regulation Section 1.411 (d)-4,

for each Transferred Participant.

The Retirement Benefits Committee shall, withn 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 transferee 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 loans made to Transferred

Paricipants) having a' fair market value as of the Valuation Date determined under

Section IIA( d) hereof equal to the aggregate pro rata interests of Transferred Paricipants

in the Fund as deterned by the Committee. The remaining balance, if any, of the

amount required to be transferred will be transferred within a reasonable time (the "Final

Transfer Date") following the First Transfer Date. Such remaining balance shaIl be

increased or decreased by an amount equal to any increase or decrease in the pro rata

interest of the Transferred Participants in the Fund which may have ocèured durng the

perod between the valuation date and the First Transfer Date. Upon final transfer such

Transferred Paricipants shall have no further interest in the Fund. In determining the fair

maret value of the Fund, an evidence of indebtedness of a Transferred 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 Participant terminates before the

First Transfer Date, no transfer shall be made for such Transferred Participant, and if any

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

Fund.

(c) Transaction Provides for No Transfer Out. If the terms of the sale,

disposition or transfer do not provide for the transfer of Trust Funds, or if such terms do

provide for the transfer of Trust Funds and the purchaser does not mainta~ or does not

establish a plan meeting the requirements of paragraph (b) above within a reasonable time (as

determned by the Coiporation), the portion of the Trust Fund attbutable to such Transferred

Participants shall, if not then vested, become fully vested and shaIl be held by the Trustee for

distrbution to such Paricipants pursuant to the provisions of the Plan. To the extent

permitted by law, Transferred Paricipants shall be treated as having incured a termnation of

employment and separation from service for puiposes of the Plan.

(d) Valuations. The interest of a Tranferred Participant transferable as herein

provided shall be his or her Account balances of the Valuation Date next preceding the First

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Tranfer Date, uness the Retiement Benefits Committee elects to use a different valuation

date. If the Retirement Benefits Committee decides, one or more special valuations may be

made for puroses of determning the pro rata share of the Fund attbutable to Transferred

Parcipants. Such valuation or valuahons shall be adjusted by adding or deducting from

each such valuation (as the case may be) such amounts as may be necessary to take into

account:

(i) any contributions made by Transferred Paricipants after the last

preceding valuation date;

(ii) each Tranferred Parcipant's share of any Company Contrbutions

accrued but not yet paid with respect to the Plan year preceding the Plan Year in

which his or her transfer of employment to the purchaser occur (the "Employment

Transfer Date");

(iii) any other credits allocable to such Transferred Parcipants with

respect to the Plan Year preceding the PIan Year in which his or her Employment

Transfer Date occur, credited or payable after the end of such Plan Year;

(iv) any amounts forfeited by any Transferred Paricipant who shall have

termnated his or her employment (whether by reason of death, disability, retiement

or otherwise) with purchaser after his or her Employment Transfer Date but prior to

the Final Transfer Date; and

(v) amounts determined as provided in Aricle 5 hereof with respect to

the Company Contrbutions for the Plan Year in which his or her Employment

Transfer Date occurs.

(e) Loans and Hardship Withdrawals Prior to Transfer. In order to avoid

any undue hardship which might result from a delay in the transfer of the portion of the Trust

Fund held subject to transfer attbutable to Transferred Partcipants, the Plan Manager may

make a loan or hardship withdrawal to a Transferred Paricipant, as provided in Section 5.5

or 5.8, respectively, under the rules and regulations of the Plan Manager then in effect with

respect to Transferred Paricipants, provided such loan or hardship withdrawal is effected

prior to the First Transfer Date.

11.5 Emplovees Transferred in Acquisition. In the event that the Company or an

Afliated Employer succeeds by merger, acquisition, consolidation or other transaction, to all or part

of the assets or business of, or enters into a joint venture with, any other person, firm, partership,

cOIporation or other entity (a "Person"), and in either case employees of such other Person become

Employees of the Company or an Affiiated Employer, the years of service of each such Employee

with such other Person prior to the date such Employee becomes an Employee of the Company or an

Affiliated Employer (and prior to the date such Person becomes an Affiiated Employer, as

applicable) shall not be deemed to be Years of Servce with the Company or an Affliated Employer

for any purose of the Plan, except as otherwise determined by action of the Motorola Director of

. Human Resources or his or her delegate and reflected in an appendix to the Plan.

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ARTICLE 12 - AMNDMENT AN TERMATION OF THE PLAN

12.1 Amendments to Comply with Law. The Board of Diectors or its delegate, or the

Retirement Benefits Committee, may at any rime 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

hereafter amended or adopted.

i 2.2 Amendment of the Plan. The Plan may be amended at any time and from tie to

time and for any reason by resolution of the Board of Directors or its delegate; provided, however,

that no amendment shall be adopted the effect of which would be:

(a)

thereof;

to revest in the Company any interest in the assets of the Fund, or any part

(b) to divest any Paricipant of his or her interest therein inconsistently with the

provisions of the Plan;

(c) to give any Parcipant any assignable or exchangeable interest or any right or

thing of exchangeable value in the Fund in advance of the tie distrbutions now or

thereafter provided for hereunder may be made;

(d) to authorize or permit any part of the Fund (other than such par as is required

to pay taxes and admistrative expenses) to be used for or diverted to puroses other than for

the exclusive benefit of the Parcipants, their Beneficiaries or estates; or

( e) to decrease a Participant's Account balance or reduce or eliinate a Code

Section 4 i 1 ( d)( 6) protected benefit.

12.3 Termination bv Corporation. The Corporation hopes and expects to contiue the

Plan and the Trust indefmitely. However, the Corpration 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.

12.4 Effect of Termination. Upon complete discontinuance of the Company

Contrbutions or the full or parial termnation of the Plan, the accounts of the Paricipants affected

by such full or parial termination shall be one hundred percent (100%) vested, and no porton of

such accounts shall be a Forfeitue, except to the extent that law or regulations may require a

Forfeitue in order to prevent discrination in favor of offcers, shareholders or Highy

Compensated Employees. Upon termnation 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 kid and in such maner as the Plan Manager shall determine;

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

( c) If the Corporation or the Company has any other plan qualified under Code

Section 401(a) with provisions for accepting the Trust Fund, by transfer to the Trustee of

such other plan (or to the funding agent, if such plan is not implemented by a trust) all of the

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amounts credited to the Accounts of the Paricipants, and upon such transfer, the Parcipants

shall have no fuher interest in the Trust Fund.

ARTICLE 13 - RESTRICTION ON ALIENATION OF BENEFITS

13.1 Nonalienation. Except as provided in Sections 5.5 and 5.8, benefits payable under

the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignent,

pledge, encumbrance, charge, garnshment, execution or levy of any kid, either volunta or

involuntary, prior to actually being received 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

otherwise dispose of any right to benefits payable hereunder shall be void.

13.2 Exceptions to Nonalienation. The preceding Section shall not apply to:

(a) an order or requirement to pay funds 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 Part 4 of ERISA to the extent permitted under Code Section

401(a)(13)(C) and ERISA Section 206(d)(4); or

(b) the creation, assignent or recogntion of a right to any benefit payable with

respect to a Paricipant pursuant to a domestic relations order which is determined by the

Plan Manager or its delegate to be a qualified domestic relations order ("QDRO") as defmed

in Code Section 4 I 4(P) and ERISA Section 206( d); provided however, a domestic relations

order entered prior to January 1, 1985 may, in the discretion of the Plan Manager or its

delegate, be treated as a QDRO, even though the order does not satisfy the requirements of

Sections 41 4(P) of the Code and 206( d) of ERISA.

13.3 Oualified Domestic Relations Order Rules. The amount assigned or awarded to an

alternate payee by a QDRO shall be paid to such alternate payee as soon as adminstratively feasible

after acceptance of the QDRO, even though the Paricipant to whom the QDRO relates is not entitled

to receive a distrbution from the Plan at that time, and payment wil be made in a lump sum uness

the alternate payee elects a different form of payment. Payment of a benefit having a present value in

excess of five thousand dollars ($5,000) may be made without the consent of the alternate payee

uness the QDRO requires such consent. If the amount assigned or awarded to the altemate payee by

a QDRO is not to be paid out imediately, a separate acCount in the name of the alternate 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 Participant's Account is invested at the time the separate 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 Participant, 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 Beneficiary or Beneficiares with respect to his or her Account in the Plan.

An altemate 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 distrbution. The Trust Fund shall neither be liable for nor

subject to the debts, contracts, liabilities, engagements or torts of any person entitled to benefits

hereunder. All reasonable expenses incured in determning whether a domestic relations order or

proposed order is a QDRO (or would be a QDRO if adopted by the cour) shall be charged against

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the account of the Parcipant or alternate payee seeking such determination, except to the extent paid

by the Company in its sole discretion.

ARTICLE 14 - MISCELLANEOUS

14.1 Participation of Subsidiaries. Any Subsidiar may at any tie participate 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 date such Subsidiar is to be included hereunder;

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

the Plan. Any paricipating Subsidiar may at any time termate 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 termnation. Upon such

termnation, the Retirement Benefits Committee shall determine the proportionate share of such

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

shall be and become fully vested in the Parcipants in the employ of such Subsidiary to the extent

provided in Section 12.4 and shall be distributed, held or transferred, as the Retirement Benefits

Committee shall determe, in accordance with the last sentence of Section 12.4.

i 4.2 Sole Benefit of Participants. The Trust Fund shall be administered for the sole and

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

14.3 Non2uarantee of Emplovment. Nothng contained in the Plan shall be construed as

a contract of employment between the Company and any Employee or Participant, 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.

14.4 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.

14.5 Written Notice bv 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), the Retiement Benefits Committee, or the Plan Manager shall be in

wrting, signed by an offcer of the Trustee or such other person authorized by the Trustee to sign for

the Trustee.

14.6 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 contrar.

14.7 Headin2s. 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.

14.8 Liti2ation. In any action or proceeding regarding any Plan assets, any Plan benefits

or the administration 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 Retirement Benefits Committee, the Trustee, the Plan or the Trust is

required by a final court order to distribute the benefits of a Partcipant other than in a maier

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required under the Plan, then the Retirement Benefits Committee shall cause the Participant s

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

Retiement Benefits Committee shall not be required to comply with the requirements of a final cour

order in an action in which the Plan Manage~ the Trustee, the Plan or the Trust was not a par,

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

14.9 Governin2 Law. The Plan shall be constred and admstered according to the laws

of the State of Ilinois to the extent that such laws are not preempted by the laws of the United States

of America.

* * * * *

(Remainder of the page intentionally left blank.)

65 MOT-ERISA 3921

CHI l 1122185.4

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IN WITNESS WHEREOF, the undersigned have executed this Motorola 401 (k) Plan, As

Amended and Restated Effective Januar i, 2006 as oftms day of November, 2006.

Ronald T. Miler

James MacLaughlin

James Foote

Laurel Meissner

66 MOT-ERISA 3922 CHI I) 122185.4

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EXHIBIT A

Supplement to the

Motorola, Inc. 401(k) Profit Sharing Plan

for the

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

Effective September 1, 2000, assets from the Philips Consumer Communications L.P. 401(k)

Retirement Savings Plan (the "PCC Plan") were trnsferred into the Motorola, Inc. 401(k) Profit

Sharng Plan (the "Motorola Plan"), pursuant to the Motorola-Lucent-PCC Transfer Agreement,

dated August 28,2000. The following provisions shall apply effective September I, 2000 to former

partcipants in the PCC Plan with respect to whom a transfer of assets and liabilities was made from

the PCC Plan to the Motorola Plan (a "PCC Parcipant") in connection with such asset transfer:

1. Withdrawal of Mter- Tax Contributions. A PCC Paricipant who is an

Employee may withdraw all or any portion of his or her account attbutable

to participant voluntary after-tax contrbutions (as adjusted for earnings

and/or losses attbutable thereto) transferred from the PCC Plan to the

Motorola Plan.

2. Withdrawal of Rollover Contributions. A PCC Participant who is an

Employee, and to whom no withdrawal under paragraph 1 above is available,

may withdraw all or any porton of his or her account attbutable to

partcipant Rollover Contrbutions (as adjusted for earnngs and/or losses

attributable thereto) transferred from the PCC Plan to the Motorola Plan.

3. Withdrawal upon Attainin2 A2e 70Yz. A PCC Paricipant who is an

Employee, and who has attained age 70Yz, may withdraw all or any portion of

his or her account attbutable to amounts transferred from the PCC Plan to

the Motorola Plan.

4. Withdrawal of Matchine Contributions. Notwithstanding Section 5.9 of

the Motorola Plan, a PCC Parcipant who is an Employee, and who has

attained age 59Yz, may withdraw all or any portion of his or her account

attbutable to matchig contrbutions (as adjusted for earngs and/or losses

attbutable thereto) transferred from the PCC Plan to the Motorola Plan.

5. Withdrawal of Philips Electronics Matchine Contributions. Ths

paragraph applies to a PCC Paricipant who previously participated in the

Philips Electronics North America Corporation Employee Savings Plan (a

"Philips Electronics Plan") and for whom a "Transferor Plan Matching

Account' was maintained in the PCC Plan as a result of such participation. A

PCC Participant who is an Employee, and who has sixty or more months of

participation in the Plan, the PCC Plan and/or the Philips Electronics Plan,

may withdraw all or any portion of his or her account attbutable to matching

contrbutions to the Philips Electronics Plan (as adjusted for earnngs and/or

losses attributable thereto) transferred from the PCC Plan to the Motorola

Plan as the Transferor Plan Matching Account. A PCC Participant who is an

Employee, and who has less than sixty months of participation in the Plan, the

CHI I I 122185.4

A-I MOT-ERISA 3923

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PCC Plan and/or the Philips Electronics Plan, may withdraw all or any

portion of his or her account attbutable to matching contrbutions to the

Philips Electronics Plan (as adjusted for earngs and/or losses attbutable

thereto )'transferred from the PCC Plan to the Motorola Plan as the Transferor

Plan Matching Account, excluding the actual aggregate dollar amount of

employer contrbutions to such Transferor PIan Matching Account made

durng the twenty-four months immediately preceding the first day of the

month following the Valuation Date of the wíthdrawaL

6. Rules Applicable to Withdrawals. A PCC Participant may intiate

withdrawals under ths Supplement by submitting a request in such form and

in such manner as the Commttee may determne. Unless the Commttee

determines otherwise by rule or regulation of general application, a

Paricipant may take no more than one withdrawal under a specific paragraph

above in any six-month period, and the mínium withdrawal under any

paragraph above shall be two hundred dollars ($200).

The above provisions shall not affect the rights of PCC Participants to take such other

withdrawals and distrbutions as may be available to them under the terms of the Motorola Plan.

Approved and Adopted November 7, 2000.

A-2 MDT _ERISA 3924

CHl ii 122185.4

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EXHIBIT B

Supplement to the

Motorola, Inc. 401(k) Profit Sharing Plan

for the

Software Corporation of America Thrift Incentive & Profit Sharing Plan

Effective December 29,2000, the Softare Corporation of America Thft Incentive & Profit

Sharg Plan (the "SCA Plan") wil be merged into the Motorola, Inc. 40l(k) Profit Sharng Plan (the

"Motorola Plan"). The following provision shall apply effective December 29, 2000 to former

participants in the SCA Plan with respect to whom a transfer of assets and liabilities was made from

the SCA Plan to the Motorola Plan (an "SCA Parcipant") in connection with such merger:

I. In-Service Withdrawal upon Attainin2 A2e 59Yz. An SCA Parcipant who

is an Employee, and who has attained age 59Yz, may withdraw all or any

porton of his or her account attbutable to amounts transferred from the SCA

Plan to the Motorola Plan.

2. Rules Applicable to In-Service Withdrawals. An SCA Paricipant may

initiate withdrawals under ths Supplement by submitting a request in such

form and in such manner as the Committee may determne. Unless the

Committee determnes otherwise by rule or regulation of general application,

a Paricipant may take no more than one in-service withdrawal hereunder in

any six-month period, and the minium in-servce withdrawal under any

paragraph above shall be two hundred dollars ($200).

The above provisions shall not affect the rights of SCA Participants to take such other

withdrawals and distrbutions as may be available to them under the terms of the Motorola Plan.

Approved and Adopted November 7, 2000.

CHI 1 I 122185.4

B-1 MOT-ERISA 3925

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EXHIBIT C

Supplement to the

Motorola, Inc. 401(k) Profit Sharing Plan

for the

General Instrument Corporation Savings Plan

Effective April 1,2001, or as soon thereafter as the transfer of assets may be accomplished,

the General Intrment Corporation Savings Plan (the "GI Savings Plan") shall be merged into the

Motorola, Inc. 401(k) Profit Sharng Plan (the "Motorola 40l(k) Plan"). The following provisions

shall apply effective April 1, 2001 to former participants in the GI Savings Plan with respect to

whom a transfer of assets liabilties is made from the GI Savings Plan to the Motorola 401(k) Plan (a

"GI Paricipant") in connection with such asset tranfer:

I. Withdrawal of Rollover Contributions. A GI Paricipant who is an

Employee may withdraw all of any portion of his or her Rollover

Contribution Account attributable to (a) "Rollover Contrbutions" as defined

in Section 2.43 of the GI Savings Plan and (b) "Trust-to-Trust Transfer"

amounts permitted to be withdrawn under Section 7.4(a) of the GI Savings

Plan (as adjusted for eamings and/or losses attributable thereto) transferred

from the GI Savings Plan to the Motorola 401(k) Plan.

2. Withdrawal of Matchinl! Contributions. A GI Participant who is an

Employee may withdraw all or any portion of his or her Company

Contrbutions Account attbutable to matching employer contributions made

under the GI Savigs Plan prior to December 31, I 998 (as adjusted for

eargs and/or losses attbutable thereto) transferred from the GI Savings

Plan to the Motorola 40l(k) Plan.

3. In-Servce Withdrawal upon Attainin2 A2e 59Yz. A GI Paricipant who is

an Employee who has attined age 59Yz may withdraw all or any portion of

his or her Company Contrbution Account attbutable to matching employer

contributions made under the GI Savings Plan (as adjusted for earnngs and/or

losses attbutable thereto) transfered from the GI Savings Plan to the

Motorola 401(k) Plan.

4. Rules Applicable to In-Service Withdrawals. A GI Parcipant may initiate

withdrawals under this Supplement by submitting a request in such form and

in such manner as the Committee may determine. Unless the Commttee

determines otherwise by rule or regulation of general application, a

Participant may take no more than one in-service withdrawal under any

paragraph above in any six-month period, and the minimum in-servce

withdrawal under any paragraph above shall be two hundred dollars ($200).

Approved and Adopted on or around April 1, 2001.

CHI I II 22 185.4

C-i MOT-ERISA 3926

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EXHIBIT D

Supplement to the

Motorola, Inc. 401(k) Profit Sharing Plan

for the

Next Level Communications, Inc. Savings Plan

Effective Januar 1, 2004 or as soon thereafter as the transfer of assets may be accomplished,

the Next Level Communications, Inc. Savigs Plan (the "Next Level Plan") shall be merged into the

Motorola, Inc. 401(k) Profit Sharg Plan (the "Motorola 401(k) Plan"). The following provisions

shall apply effective January 1, 2004 to former participants in the Next Level Plan with respect to

whom a tranfer of assets and liabilties is made from the Next Level PIan to the Motorola 401 (k)

Plan (a "Next Level Paricipant") in connection with such asset transfer:

1. Maintenance of Trust to Trust Accounts. The portion of a Next Level Participant's

Trust to Trust Account (representing Trust to Trust Transfers, as defined in Section

2.48 of the Next Level Plan) attbutable to elective deferrals (within the meanig of

Section 402(g) of the Code) made under the Old NLC Plan or the Telenetworks Plan

(both as defined in Schedule A of the Next Level Plan) shall be separately accounted

for under the Plan (including earnngs, gains, losses, and expenses attbutable

thereto) as if such separately accounted for amounts were held in separate Accounts

under the Plan.

2. Withdrawal of Rollover Contributions and Amounts in Trust to Trust Account.

A Next Level Paricipant may at any time withdraw all or any portion of his or her

Rollover Account attbutable to "Rollover Contrbutions," as defined in Section 2.42

of the Next Level Plan (as adjusted for earnngs and/or losses attbutable thereto)

transferred from the Next Level Plan to the Motorola 401 (k) Plan. A Next Level

Paricipant may withdraw amounts in his or her Trust to Trust Account to the extent

such amounts are permtted to be withdrawn under Schedule A of the Next Level

Plan.

3. Withdrawal upon Attainin2 A2e 591/2. A Next Level Participant who has attined

age 591/2 and who has withdrawn the full amount to which he is entitled under

Paragraph 2 above may withdraw all or any portion of his Company Contributions

Account attributable to matching employer contributions or employer profit sharng

contrbutions (as adjusted for earngs and/or losses attbutable thereto) transferred

from the Next Level Plan to the Motorola 401 (k) Plan, to the extent such amounts

are vested.

4. Rules Applicable to In Service Withdrawals. A Next Level Paricipant may intiate

withdrawals under this Exhbit by submitting a request in such form and in such

manner as the Committee may determne. Unless the Committee detennines

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

than one in service withdrawal under any paragraph above in any six month period,

and the mimum in service withdrawal under any paragraph above shall be two

hundred dollars ($200).

Approved and Adopted September 24 2003.

CHI 11122185.4

D-l MOT-ERISA 3927

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EXIDIT E

Supplement to the

Motorola, Inc. 401(k) Profit Sharing Plan

for the

Winphoria Networks, Inc. Profit Sharing/401(k) Plan

Effective December 31, 2003, or as soon thereafter as the transfer of assets may be

accomplished, the Winphoria Networks, Inc. Profit Sharg/40I(k) Plan (the "Winphoria Plan") shall

be merged into the Motorola, Inc. 401(k) Profit Sharng Plan (the "Motorola 40l(k) Plan"). The

following provisions shall apply to former participants in the Winphoria Plan with respect to whom a

transfer of assets and liabilities is made from the Winphoria Plan to the Motorola 401(k) Plan (a

"Winphoria Participant") in connection with such asset transfer:

1. Withdrawal of Emplovee Contributions. A Winphoria Partcipant may at

any time withdraw all or any portion of his or her Paricipant Contrbutions

Account attbutable to "Employee Contrbutions," as defined in Section

2.01(t) of the Winphoria Plan (as adjusted for earnngs and/or losses

attributable thereto) trsferred from the Winphoria Plan to the Motorola

401(k) Plan.

2. Withdrawal upon Attainin2 A2e 59Yz. A Winphoria Participant who has

attained age 59Yz may withdraw any or a portion of his or her Company

Contrbutions Account attbutable to the funds (as adjusted for earnings

and/or losses attbutable thereto) transferred from the Winphoria Plan to the

Motorola 401 (k) Plan.

3. Rules Applicable to In-Service Withdrawals. A Winphoria Paricipant

may initiate withdrawals under ths Exhbit by submitting a request in such

form and in such maner as the Committee may determine. Unless the

Committee determines otherwise by rule or regulation of general application,

a Participant may take no more than one in-service withdrawal under any

paragraph above in any six-month period, and the minum in-servce

withdrawal under any paragraph above shall be two hundred dollars ($200).

4. Forms of Distributions. Installment payments shall be eliminated; provided

however, that such form of distribution shall continue to be available to any

Winphoria Paricipant who has an Anuity Staring Date that is the earlier of

(l) the 90th day after that Paricipant is provided with a summary of material

modifications that reflects the elimination of such forms of payment and

satisfies 29 C.F.R. § 2520.104b-3 and (2) the first day of the second plan year

following the effective date of the merger of the Winphoria Plan into the

Motorola Plan.

Approved and Adopted November 14, 2003.

CHI I i 122185.4

£-1 MOT-ERISA 3928

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EXHIBIT F

Supplement to the

Motorola 401(k) Profit Sharing Plan

tor the

Solectron 401(k) Retirement Savings Plan

Effective September 15, 2004, or as soon thereafter as the transfer of assets may be

accomplished, the porton of the Solectron 401(k) Retirement Savigs Plan attbutable to Force

Employees (the "Solectron Plan") shall be transferred into the Motorola, Inc. 40l(k) Profit Sharg

Plan (the "Motorola 401(k) Plan"). The following provisions shall apply effective September 15,

2004, to former participants in the Solectron Plan with respect to whom a transfer of assets and

liabilities is made from the Selectron Plan to the Motorola 401(k) Plan (a "Solectron Paricipant') in

connection with such asset transfer:

i. Withdrawal upon Attainin2 A2e 59Yz. A Solectron Parcipant who has

attined age 59Y2 may withdraw any or a portion of his or her Company

Contrbutions Account attributable to the funds (as adjusted for earings

and/or losses attbutable thereto) transferred from the Solectron Plan to the

Motorola 40l(k) Plan. Unless the Profit Sharing Committee determes

otherwise by rule or regulation of general application, a Solectron Paricipant

may take no more than one such withdrawal in any six-month period, and the

minimum withdrawal shall be two hundred dollars ($200). The Profit

Sharing Commttee may promulgate such additional rues and regulations

concernng withdrawals of Company Contrbutions at age 59Yz as it deems

appropriate from time to time.

2. In-Servce Withdrawals from After-Tax Contributions Account. Certain

prior Selectron Paricipants may have After-Tax Contrbution Accounts as a

result of a merger of another tax-qualified plan with and into the Selectron

Plan. A Solectron Parcipant with an After-Tax Contrbutions Account may

withdraw all or a part of his or her After-Tax Contrbutions Account (as

adjusted for earngs and/or losses attoutable thereto) at any time. Any such

withdrawals shall be in the amount specified by the Solectron Paricipant up

to the value of his or her After-Tax Contrbutions Account balance. Unless

the Profit Sharng Committee determes otherwise by rule or regulation of

general application, a Solectron Paricipant may take no more than one such

withdrawal in any six-month period, and the minium withdrawal shall be

two hundred dollars ($200). The Profit Sharing Committee may promulgate

such additional rules and regulations concernng withdrawals of After-Tax

Contrbutions as it deems appropriate from tie to time.

Approved and Adopted on or around August 1, 2004.

CHI 1I22185.4 MOT-ERISA 3929

F-I

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EXHIT G

Supplement to the Motorola 401(k) Plan

for the

MeshNetworks, Inc. 401(R) Profit Sharing Plan and Trust

Effective January 1, 2005, the MesbNetworks, Inc. 401(k) Profit Sharng Plan and

Trust (the "MesbNetworks Plan") shall be merged into the Motorola 401(k) Plan (the "Motorola

Plan"). The following provisions shall apply effective January 1, 2005, to former paricipants in the

MesbNetworks Plan with respect to whom a transfer of assets and liabilties is made from the

MesbNetworks Plan to the Motorola Plan (a "MesbNetworks Partcipant") in connection with such

merger:

1. Withdrawal upon Attainin2 A2e 59Yz. A MesbNetworks Paricipant who

has attained age 59Yz may withdraw any or a porton of his or her Company

Contrbution Account attbutable to amounts (as adjusted for eargs and/or

losses attbutable thereto) transferred from the MeshNetworks Plan to the

Motorola Plan. A MesbNetworks Parcipant may initiate withdrawals under

ths Exhbit by submitting a request in such form and in such maner as the

Plan Manager may determine. Unless the Plan Manager determines

otherwse by rule or regulation of general application, a MesbNetworks

Paricipant may take no more than one such in-servce withdrawal in any sixmonth period, and the minium such in-servce withdrawal shall be two

hundred dollars ($200).

The above provisions shall not affect the rights of MesbNetworks Paricipants to take such

other withdrawals and distributions as may be available to them under the terms of the Motorola

Plan.

Approved and Adopted December 21, 2004.

CHI 11122185.4 MOT-ERISA 3930

G-l

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EXHIBIT H

Supplement to the Motorola 401(k) Plan

for the

Quantum Bridge Communications 401(k) Profit Sharing Plan & Trust

Effective Januar I, 2005, or as soon thereafter as the transfer of assets may be

accomplished, the Quantum Bridge Communcations 401(k) Profit Sharng Plan & Trust (the

"Quantu Bridge Plan") shall be merged into the Motorola 40l(k) Plan. The following provisions

shall apply effective January I, 2005 to former parcipants in the Quantu Bridge Plan in

connection with such asset transfer:

1. Forms of Distributions. Installment payments shall be eliminated; provided

however, that installment payments shall continue to be available to any

former partcipant of the Quantum Bridge Plan, with respect to amounts

trsferred from such plan, who has an anuity starg date that is the earlier

of (1) the 90t day after that Participant is provided with a summary of

material modifications that reflects the elimination of the installment form of

payment and satisfies 29 C.F.R. § 2520.104b-3 and (2) the first day of the

second plan year following the effective date of the merger of the Quantu

Bridge Plan into the Motorola 401(k) Plan.

Approved and Adopted June 14,2005.

CHI I I 122185.4

B-1 MOT-ERISA 3931

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EXHIBIT I

Supplement to the Motorola 401(k) Plan

for the

Ucentric Holdings, Inc. 401(k) Profit Sharing Plan

Effective May 31, 2005, or as soon thereafter as the transfer of assets may be

accomplished, the Ucentrc Holdings, Inc. 401(k) Profit Sharng Plan (the "Ucentrc 401(k) Plan")

shall be merged into the Motorola 401(k) Plan (the "Motorola 401(k) Plan"). The following

provisions shall apply effective May 3 i, 2005 to former participants in the Ucentrc 401 (k) Plan in

connection with such asset transfer:

1. Withdrawal upon Attainin2 A!!e 59Yz. A Ucentrc Paricipant who has

attained age 59Yz may withdraw any or a portion of his or her Company

Contributions Account attbutable to the fuds (as adjusted for earings

and/or losses attbutable thereto) transferred from the Ucentrc 40l(k) Plan to

the Motorola 401(k) Plan. Unless the 401(k) Committee determnes

otherwise by rue or regulation of general application, a Ucentrc Participant

may take no more than one such withdrawal in any six-month period, and the

miimum withdrawal shall be two hundred dollars ($200). The 401(k)

Committee may promulgate such additional rules and regulations concerning

withdrawals of Company Contrbutions at age 59Yz as it deems appropriate

from time to time.

2. In-Service Withdrawals from Prior Voluntary After-Tax Contributions.

Certain Ucentrc Parcipants may have prior voluntary after-tax contrbutions

under the Ucentrc 401(k) Plan. A Ucentric Participant with any such prior

voluntar after-tax contrbutions may withdraw all or a par of such amounts

(as adjusted for earngs and/or losses attributable thereto) at any time. Any

such withdrawals shall be in the amount specified by the Ucentric Paricipant

up to the value of his or her prior voluntary after-tax contrbutions. Unless

the 40I(k) Committee determines otherwise by rule or regulation of general

application, a Ucentrc Paricipant may take no more than one such

withdrawal in any six-month period, and the minium withdrawal shall be

two hundred dollars ($200). The 401(k) Committee may promulgate such

additional rules and regulations concernng withdrawals of prior voluntar

after-tax contnbutions under the Ucentrc Plan as it deems appropriate from

time to time.

Approved and Adopted June 14,2005.

CHI ii 122185.4 MOT-ERISA 3932

I-I

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EXHmlT J

Supplement to the Motorola 401(k) Plan

for the

Ortliogon Systems LLC 401(k) Profit Sharing Plan & Trust

Effective May 8, 2006, or as soon thereafter as the transfer of assets may be accomplished,

the Orthogon Systems LLC 401(k) Profit Sharig Plan & Trust (the "Ortogon Systems Plan") shall

be merged into the Motorola 401 (k) Plan. The following provisions shall apply effective May 8, 2006

to former parcipants in the Ortogon Systems Plan in connection with such asset transfer:

1. Forms of Distributions. Intallment payments shall be eliminated; provided

however, that installment payments shall continue to be available to any former

paricipant of the Orthogon Systems Plan, with respect to amounts tranferred from

such plan, who has an annuity staring date that is the earlier of (1) the 90t day after

that Paricipant is provided with a sumar of material modifications that reflects the

elimination of the installment form of payment and satisfies 29 C.F.R. § 2520.l04b-3

and (2) the first day of the second plan year following the effective date of the merger

of the Orthogon Systems Plan into the Motorola 401(k) Plan.

2. Withdrawal upon Attainin2 A2e 59Yz. An Orthogon Systems Paricipant who has

attined age 59Yz may withdraw any or a porton of his or her Company Contrbution

Account attributable to amounts (as adjusted for earngs and/or losses attbutable

thereto) transferred from the Orthogon Systems Plan to the Motorola Plan. An

Ortogon Systems Partcipant may intiate withdrawals under this Exhbit by

submitting a request in such form and in such manner as the Plan Manager may

determine. Unless the Plan Manager determnes otherwise by rule or regulation of

general application, an Orthogon Systems Participant may take no more than one

such in-service withdrawal in any six-month period, and the mium such Inservce withdrawal shall be two hundred dollars ($200).

Approved and Adopted May 8, 2006.

CHI ii 122185.4

J-l MOT-ERISA 3933

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APPENDIX A

ACTIONS BY THE MOTOROLA DIRECTOR OF HUM RESOURCES TO PERMIT

P ARTICIP ATION'BY EMPLOYEES TRASFERRD FROM OTHER EMPLOYERS

By resolution dated Januar 29, 2001, the Compensation Commttee delegated to the

Motorola Director of Human Resources the authority to approve a Subsidiar becomig a

paricipating employer in the Plan and to approve, with the concurence of the Chief Financial

Offcer of Motorola or his or her delegate, the merger into the Plan of any profit sharig plan

qualified under Code Section 401 (a). Attached hereto as Exhbit A to the Plan are Resolutions of the

Director of Human Resources approving the paricipation and merger, as applicable, of the following

Subsidiaries and the effective date of partcipation in the plan for employees of such Subsidiar:

Subsidiary Date

Philips Consumer Communcations L.P. September i, 2000

Softare Corporation of America December 29,2000

General Instrument Corporation April 1,2001

Next Level Communications January i, 2004

Winphoria Networks, Inc. January i, 2004

Force Computers, Inc. August 1,2004

MeshNetworks, Inc. Januar 1,2005

Quantum Bridge Communications Januar i, 2005

¡ Ucentrc Systems, Inc. May 31, 2005

Freescale Semiconductor, Inc. June 1, 2005

Wireless Valley Communications, Inc. January 1, 2006

Ortogon Systems LLC May 8, 2006

CHI II 122185.4

K-l MOT-ERISA 3934

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APPENDIX B

PROVISIONS RELATING TO QUALIFIED HURRCANE DISTRIBUTIONS

AN LOANS UNDER THE GULP' OPPORTUNTY ZONE ACT OF 2005

This Appendix B incorporates amendments made to the Plan effective December 21, 2005 to

provide certain Paricipants impacted by hurcanes that hit the Gulf Coast region of the United States

during the 2005 hurcane season the relief afforded by the Gulf Oportty Zone Act of 2005

(GOZA). GOZA provides, among other thigs, the opportty for victims of Hurcanes Katra,

Rita, and Wilma to take certain qualified distrbutions and obtain loans under expanded terms from

qualified plans without adversely affecting the qualified status of those plans. The provisions of this

Appendix B shall be interpreted in accordance with the requirements of GOZA and any applicable

regulations or guidance issued thereunder.

(a) For the purose of ths Appendix B, "Hurricane Participant" means:

(i) A Paricipant whose main home on August 24, 2005 was located in the

Hurrcane Katra disaster area and who sustained an economic loss because of Hurcane

Katrina;

(ii) A Participant whose main home on September 23, 2005 was located in the

Hurrcane Rita disaster area and who sustained an economic loss because of Hurcane Rita;

or

(iii) A Paricipant whose main home on October 23, 2005 was located in the

Hurrcane Wilma disaster area and who sustained an economic loss because of Hurcane

Wilma.

(b) Effective December 21, 2005, notwithstanding other provisions of the Plan to the

contrry, but only to the extent consistent with the requirements of GOZA and any applicable

regulations or guidance issued thereunder, Hurcane Participants may:

(i) take "Qualified Hurcane Distrbutions" as that term is defined in GOZA

("QHD"), on or before December 3 1, 2006;

(ii) repay to the Plan all or any portion of a QHD as provided in GOZA on or

before the date which is three year after the day after the Hurcane Partcipant receives such

QHD, and

(iii) take loan as provided in Section 5.5 of the Plan, except that for any loan

made on or before December 31, 2006 to an Eligible Borrower who is also a Hurrcane

Partcipant, the loan limits of Section 5.5 and the Motorola 401(k) Plan Paricipant Loan

Policy & Procedures shall be modified as provided in GOZA.

CHI 11122185.4

MOT-ERISA 3935

L-l

Case: 1:03-cv-05044 Document #: 333-6 Filed: 02/15/08 Page 34 of 34 PageID #:3494