<PAGE>

                                                                   EXHIBIT 10.36

                               YOUR BENEFIT PLAN

                                 MOTOROLA, INC.

                          RETIREE BASIC LIFE INSURANCE

                                       FOR

                    ELECTED OFFICERS PRIOR TO JANUARY 1, 2004

                     WHO RETIRE ON OR AFTER JANUARY 1, 2005

                                                            Certificate Number 2

<PAGE>

Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, IL 60196

TO OUR EMPLOYEES:

All of us appreciate the protection and security insurance provides.

This certificate describes the benefits that are available to you. We urge you
to read it carefully.

                                 Motorola, Inc.

<PAGE>

                                     METLIFE(R)

                       Metropolitan Life Insurance Company
                One Madison Avenue, New York, New York 10010-3690

                            CERTIFICATE OF INSURANCE

Metropolitan Life Insurance Company ("MetLife"), a stock company, certifies that
You are insured for the benefits described in this certificate, subject to the
provisions of this certificate. This certificate is issued to You under the
Group Policy and it includes the terms and provisions of the Group Policy that
describe Your insurance. PLEASE READ THIS CERTIFICATE CAREFULLY.

This certificate is part of the Group Policy. The Group Policy is a contract
between MetLife and the Policyholder and may be changed or ended without Your
consent or notice to You.

POLICYHOLDER:                    Motorola, Inc.

GROUP POLICY NUMBER:             116373-1-G

TYPE OF INSURANCE:               Term Life Insurance

METLIFE TOLL FREE NUMBER(S):
FOR CLAIM INFORMATION            FOR LIFE CLAIMS: 1-800-638-6420

THIS CERTIFICATE ONLY DESCRIBES TERM LIFE INSURANCE.

THE BENEFITS OF THE POLICY PROVIDING YOU COVERAGE ARE GOVERNED PRIMARILY BY THE
LAWS OF A STATE OTHER THAN FLORIDA.

THE GROUP INSURANCE POLICY PROVIDING COVERAGE UNDER THIS CERTIFICATE WAS ISSUED
IN A JURISDICTION OTHER THAN MARYLAND AND MAY NOT PROVIDE ALL THE BENEFITS
REQUIRED BY MARYLAND LAW.

FOR RESIDENTS OF NORTH DAKOTA: If you are not satisfied with your Certificate,
You may return it to Us within 20 days after You receive it, unless a claim has
previously been received by Us under Your Certificate. We will refund within 30
days of our receipt of the returned Certificate any Premium that has been paid
and the Certificate will then be considered to have never been issued. You
should be aware that, if you elect to return the Certificate for a refund of
premiums, losses which otherwise would have been covered under your Certificate
will not be covered.

WE ARE REQUIRED BY STATE LAW TO INCLUDE THE NOTICE(S) WHICH APPEAR ON THIS PAGE
AND IN THE NOTICE(S) SECTION WHICH FOLLOWS THIS PAGE. PLEASE READ THE(SE)
NOTICE(S) CAREFULLY.

                                       1
<PAGE>

<TABLE>
<S>                                                   <C>
FOR TEXAS RESIDENTS:                                  PARA RESIDENTES DE TEXAS:

                IMPORTANT NOTICE                                                AVISO IMPORTANTE

To obtain information or make a complaint:            Para obtener informacion o para someter una queja:

You may call MetLife's toll free telephone            usted puede llamar al numero de telefono gratis de MetLife para informacion
number for information or to make a complaint at      o para someter una at queja al

                 1-800-638-6420                                                 1-800-638-6420

You may contact the Texas Department of Insurance     Puede comunicarse con el Departamento de Seguros de Texas para obtener
to obtain information on companies, coverages,        informacion acerca de companias, coberturas, derechos o quejas al
rights or complaints at

                 1-800-252-3439                                                 1-800-252-3439

You may write the Texas Department of Insurance       Puede escribir al Departamento de Seguros de Texas

P.O. Box 149104                                       P.O. Box 149104
Austin, TX 78714-9104                                 Austin, TX 78714-9104
Fax #(512) 475-1771                                   Fax #(512) 475-1771

PREMIUM OR CLAIM DISPUTES: Should You have a          DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima
dispute concerning Your premium or about a            o a un reclamo debe comunicarse con MetLife primero. Si no se resuelve la
claim You should contact MetLife first. If            disputa, puede entonces comunicarse con el departamento (TDI).
the dispute is not resolved, You may contact
the Texas Department of Insurance.

ATTACH THIS NOTICE TO YOUR CERTIFICATE:               UNA ESTE AVISO A SU CERTIFICADO:
This notice is for information only and does          Este aviso es solo para proposito de informacion
not become a part or condition of the attached        y no se convierte en parte o condicion del
document.                                             documento adjunto.
</TABLE>

                                       2
<PAGE>

NOTICE FOR RESIDENTS OF ARKANSAS

If You have a question concerning Your coverage or a claim, first contact the
Policyholder or group account administrator. If, after doing so, You still have
a concern, You may call the toll free telephone number shown on the Certificate
Face Page.

If You are still concerned after contacting both the Policyholder and MetLife,
You should feel free to contact:

                          Arkansas Insurance Department
                           Consumer Services Division
                                 1200 West Third
                        Little Rock, Arkansas 722014-1904
                                 1-800-852-5494

                                       3
<PAGE>

NOTICE FOR RESIDENTS OF CALIFORNIA

IMPORTANT NOTICE

TO OBTAIN ADDITIONAL INFORMATION, OR TO MAKE A COMPLAINT, CONTACT THE
POLICYHOLDER OR THE METLIFE CLAIM OFFICE SHOWN ON THE EXPLANATION OF BENEFITS
YOU RECEIVE AFTER FILING A CLAIM.

IF, AFTER CONTACTING THE POLICYHOLDER AND/OR METLIFE, YOU FEEL THAT A
SATISFACTORY SOLUTION HAS NOT BEEN REACHED, YOU MAY FILE A COMPLAINT WITH THE
CALIFORNIA INSURANCE DEPARTMENT AT:

                             DEPARTMENT OF INSURANCE
                             300 SOUTH SPRING STREET
                              LOS ANGELES, CA 90013
                                1 (800) 927-4357

                                       4
<PAGE>

NOTICE FOR RESIDENTS OF GEORGIA

IMPORTANT NOTICE

The laws of the state of Georgia prohibit insurers from unfairly discriminating
against any person based upon his or her status as a victim of family violence.

                                       5
<PAGE>

NOTICE FOR RESIDENTS OF ILLINOIS

IMPORTANT NOTICE

                To make a complaint to MetLife you may write to:

                                     MetLife
                                1 Madison Avenue
                            New York, New York 10010

             The address of the Illinois Department of Insurance is:

                        Illinois Department of Insurance
                            Public Services Division
                           Springfield, Illinois 62767

                                       6
<PAGE>

CIVIL UNION NOTICE FOR RESIDENTS OF VERMONT

Vermont law provides that the following definitions apply to your certificate:

-     Terms that mean or refer to a marital relationship, or that may be
      construed to mean or refer to a marital relationship, such as "marriage,"
      "spouse," "husband," "wife," "dependent," "next of kin," "relative,"
      "beneficiary," "survivor," "immediate family" and any other such terms
      include the relationship created by a Civil Union established according to
      Vermont law.

-     Terms that mean or refer to the inception or dissolution of a marriage,
      such as "date of marriage," "divorce decree," "termination of marriage"
      and any other such terms include the inception or dissolution of a Civil
      Union established according to Vermont law.

-     Terms that mean or refer to family relationships arising from a marriage,
      such as "family," "immediate family," "dependent," "children," "next of
      kin," "relative," "beneficiary," "survivor" and any other such terms
      include family relationships created by a Civil Union established
      according to Vermont law.

-     "Dependent" includes a spouse, a party to a Civil Union established
      according to Vermont law, and a child or children (natural, step-child,
      legally adopted or a minor or disabled child who is dependent on the
      insured for support and maintenance) who is born to or brought to a
      marriage or to a Civil Union established according to Vermont law.

-     "Child" includes a child (natural, stepchild, legally adopted or a minor
      or disabled child who is dependent on the insured for support and
      maintenance) who is born to or brought to a marriage or to a Civil Union
      established according to Vermont law.

-     "Civil Union" means a civil union established pursuant to Act 91 of the
      2000 Vermont Legislative Session, entitled "Act Relating to Civil Unions".

All references in this notice to Civil Unions are limited to Civil Unions in
which the parties are residents of Vermont.

If dependent insurance for a spouse and/or child is not provided under your
certificate, such insurance is not added by virtue of this notice.

For purposes of dependent insurance, any person who meets the definition of
"dependent" as set forth in this notice is required to meet all other applicable
requirements in order to qualify for such insurance.

This notice does not limit any definitions or terms included in your
certificate. It broadens definitions and terms only to the extent required by
Vermont law.

DISCLOSURE:

Vermont law grants parties to a Civil Union the same benefits, protections and
responsibilities that flow from marriage under state law. However, some or all
of the benefits, protections and responsibilities related to life and health
insurance that are available to married persons under federal law may not be
available to parties to a Civil Union. For example, a federal law, the Employee
Retirement Income Security Act of 1974 known as "ERISA", controls the
employer/employee relationship with regard to determining eligibility for
enrollment in private employer benefit plans. Because of ERISA, Act 91 does not
state requirements pertaining to a private employer's enrollment of a party to a
Civil Union in an ERISA employee benefit plan. However, governmental employers
(not federal government) are required to provide life and health benefits to the
dependents of a party to a Civil Union if the public employer provides such
benefits to dependents of married persons. Federal law also controls group
health insurance continuation rights under "COBRA" for employers with 20 or more
employees as well as the Internal Revenue Code treatment of insurance premiums.
As a result, parties to a Civil Union and their families may or may not have
access to certain benefits under this notice and the certificate to which it is
attached that derive from federal law. You are advised to seek expert advice to
determine your rights under this notice and the certificate to which it is
attached.

                                        7

<PAGE>

FOR RESIDENTS OF VIRGINIA

IMPORTANT INFORMATION REGARDING YOUR INSURANCE

In the event you need to contact someone about this insurance for any reason
please contact your agent. If no agent was involved in the sale of this
insurance, or if you have additional questions you may contact the insurance
company issuing this insurance at the following address and telephone number:

                                     MetLife
                                1 Madison Avenue
                            New York, New York 10010
                  Attn: Corporate Customer Relations Department

 To phone in a claim related question, you may call Claims Customer Service at:
                                 1-800-275-4638

If you have been unable to contact or obtain satisfaction from the company or
the agent, you may contact the Virginia State Corporation Commission's Bureau of
Insurance at:

                            Life and Health Division
                               Bureau of Insurance
                                  P.O. Box 1157
                               Richmond, VA 23209
                       1-800-552-7945 - In-state toll-free
                          1-804-371-9691 - Out-of-state

Written correspondence is preferable so that a record of your inquiry is
maintained. When contacting your agent, company or the Bureau of Insurance, have
your policy number available.

                                       8
<PAGE>

NOTICE FOR RESIDENTS OF WISCONSIN

                   KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS

PROBLEMS WITH YOUR INSURANCE? - If you are having problems with your insurance
company or agent, do not hesitate to contact the insurance company or agent to
resolve your problem.

                                     MetLife
                  Attn: Corporate Consumer Relations Department
                                1 Madison Avenue
                             New York, NY 10010-3690
                                 1-800-638-5433

You can also contact the OFFICE OF THE COMMISSIONER OF INSURANCE, a state agency
which enforces Wisconsin's insurance laws, and file a complaint. You can contact
the OFFICE OF THE COMMISSIONER OF INSURANCE by contacting:

                     Office of the Commissioner of Insurance
                              Complaints Department
                                  P.O. Box 7873
                             Madison, Wl 53707-7873
            1-800-236-8517 outside of Madison or 266-0103 in Madison.

                                       9
<PAGE>

NOTICE FOR RESIDENTS OF ALL STATES
FRAUD WARNING

If You have applied for insurance under a policy issued in one of the following
states, or if You reside in one of the following states, note the following
applicable warning:

FOR RESIDENTS OF NEW YORK - ONLY APPLIES TO ACCIDENT AND HEALTH INSURANCE
(AD&D/DISABILITY/DENTAL) Any person who knowingly and with intent to defraud any
insurance company or other person files an application for insurance or
statement of claim containing any materially false information, or conceals for
the purpose of misleading, information concerning any fact material thereto,
commits a fraudulent insurance act, which is a crime, and shall also be subject
to a civil penalty not to exceed five thousand dollars and the stated value of
the claim for each such violation.

FOR RESIDENTS OF FLORIDA

Any person who knowingly and with intent to injure, defraud or deceive any
insurer files a statement of claim or an application containing any false,
incomplete or misleading information is guilty of a felony of the third degree.

FOR RESIDENTS OF KANSAS AND MASSACHUSETTS

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or a statement of claim
containing any materially false information or conceals, for the purpose of
misleading, information concerning any fact material thereto commits a
fraudulent insurance act, and may subject such person to criminal and civil
penalties.

FOR RESIDENTS OF NEW JERSEY

Any person who includes any false or misleading information on an application
for an insurance policy or who knowingly files a statement of claim containing
any false or misleading information is subject to criminal and civil penalties.

FOR RESIDENTS OF OKLAHOMA

Any person who knowingly, and with intent to injure, defraud or deceive any
insurer, makes any claim for the proceeds of an insurance policy containing any
false, incomplete or misleading information is guilty of a felony.

FOR RESIDENTS OF OREGON

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance containing any materially false
information or conceals, for the purpose of misleading, information concerning
any fact material thereto may be guilty of insurance fraud, and may be subject
to criminal and civil penalties.

FOR RESIDENTS OF VIRGINIA

Any person who, with the intent to defraud or knowing that he is facilitating a
fraud against an insurer, submits an application or statement of claim
containing a false or deceptive statement may have violated state law.

FOR RESIDENTS OF ALL OTHER STATES

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or a statement of claim
containing any materially false information or conceals, for the purpose of
misleading, information concerning any fact material thereto commits a
fraudulent insurance act, which is a crime and subjects such person to criminal
and civil penalties.

                                       10
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                 PAGE
<S>                                                     <C>
CERTIFICATE FACE PAGE.................................    1
NOTICES...............................................    2
SCHEDULE OF BENEFITS..................................   12
DEFINITIONS...........................................   13
ELIGIBILITY PROVISIONS: INSURANCE FOR YOU.............   14
  Eligible Classes....................................   14
  Date You Are Eligible for Insurance.................   14
  Enrollment Process..................................   14
  Date Your Insurance Takes Effect....................   14
  Date Your Insurance Ends............................   14
CONTINUATION OF INSURANCE WITH PREMIUM PAYMENT........   16
  For Family And Medical Leave........................   16
EVIDENCE OF INSURABILITY..............................   17
LIFE INSURANCE: FOR YOU...............................   18
LIFE INSURANCE: CONVERSION OPTION FOR YOU.............   19
FILING A CLAIM........................................   21
GENERAL PROVISIONS....................................   22
  Assignment..........................................   22
  Beneficiary.........................................   22
  Entire Contract.....................................   22
  Incontestability: Statements Made by You............   22
  Misstatement of Age.................................   23
  Conformity with Law.................................   23
  Autopsy.............................................   23
</TABLE>

                                       11
<PAGE>

SCHEDULE OF BENEFITS

This schedule shows the benefits that are available under the Group Policy. You
will only be insured for the benefits:

- for which You become and remain eligible;

- which You elect, if subject to election; and

- which are in effect.

<TABLE>
<CAPTION>
BENEFIT                                BENEFIT AMOUNTS AND HIGHLIGHTS
<S>                                    <C>
LIFE INSURANCE FOR YOU

    For Retired Elected Officers....       An amount equal to 1 times Your
                                           Basic Annual Earnings
                                           that were in effect
                                           immediately before the
                                           date You retire, rounded
                                           to the next higher $100

    Maximum Life Benefit............       $3,000,000
</TABLE>

IF YOU ARE AGE 75 OR OLDER

If You are over age 75 on Your effective date of Your insurance, the amounts of
Your Life Insurance on Your effective date of insurance will be limited to 60%
of such amount.

If You are under age 75 on Your effective date of Your insurance, the amounts of
Your Life Insurance on and after age 75 will be 60% of such insurance in effect
on the day before Your 75th birthday.

                                       12
<PAGE>

DEFINITIONS

As used in this certificate, the terms listed below will have the meanings set
forth below. When defined terms are used in this certificate, they will appear
with initial capitalization. The plural use of a term defined in the singular
will share the same meaning.

ACTIVELY AT WORK OR ACTIVE WORK means that You are performing all of the usual
and customary duties of Your job on a Full-Time basis. This must be done at:

-     the Policyholder's place of business;

-     an alternate place approved by the Policyholder; or

-     a place to which the Policyholder's business requires You to travel.

You will be deemed to be Actively at Work during weekends or Policyholder
approved vacations, holidays or business closures if You were Actively at Work
on the last scheduled work day preceding such time off.

BASIC ANNUAL EARNINGS means Your gross eligible compensation, as determined by
Your Policyholder, which includes your annual base salary and lump sum merit
increases but excludes overtime and other extra pay. Your annual base salary
means your annualized base rate of pay.

Lump sum merit - If You receive a lump sum merit increase in lieu of an increase
to your base salary, eligible compensation will include your lump sum merit.

BENEFICIARY means the person(s) to whom We will pay insurance as determined in
accordance with the General Provisions section.

FULL-TIME means Active Work on the Policyholder's regular work schedule for the
eligible class of employees to which You belong.

NONCONTRIBUTORY INSURANCE means insurance for which the Policyholder does not
require You to pay any part of the premium.

PROOF means Written evidence satisfactory to Us that a person has satisfied the
conditions and requirements for any benefit described in this certificate. When
a claim is made for any benefit described in this certificate, Proof must
establish:

-     the nature and extent of the loss or condition;

-     Our obligation to pay the claim; and

-     the claimant's right to receive payment.

Proof must be provided at the claimant's expense.

SIGNED means any symbol or method executed or adopted by a person with the
present intention to authenticate a record, which is on or transmitted by paper
or electronic media which is acceptable to Us and consistent with applicable
law.

WE, US and OUR mean MetLife.

WRITTEN or WRITING means a record which is on or transmitted by paper or
electronic media which is acceptable to Us and consistent with applicable law.

YOU and YOUR mean an employee who is insured under the Group Policy for the
insurance described in this certificate.

                                       13
<PAGE>

ELIGIBILITY PROVISIONS: INSURANCE FOR YOU

ELIGIBLE CLASS(ES)

All elected officers prior to January 1, 2004 who, on January 1, 2005, were 55
years of age or older and had five (5) or more years of service with the
Policyholder and who retire on or after January 1, 2005.

You are eligible for insurance if You were Actively at Work and covered for
insurance on the day immediately preceding the date of Your retirement and have
retired in accord with the Policyholder's retirement plan. Please be aware that:

-     references to Active Work and Actively at Work will not apply; and

-     end of employment will mean the end of the person's status as a retiree,
      as stated in the Policyholder's retirement plan.

DATE YOU ARE ELIGIBLE FOR INSURANCE

You may only become eligible for the insurance available for Your eligible class
as shown in the SCHEDULE OF BENEFITS.

If You are in an eligible class on January 1, 2005, You will be eligible for the
insurance described in this certificate on that date.

PREVIOUS EMPLOYMENT WITH THE POLICYHOLDER

If You were employed by the Policyholder and insured by Us under a policy of
group life insurance when Your employment ended, You will not be eligible for
life insurance under this Group Policy if You are re-hired by the Policyholder
within 2 years after such employment ended, unless You surrender any individual
policy of life insurance to which You converted when Your employment ended.

The cash value, if any, of such surrendered insurance will be paid to You.

ENROLLMENT PROCESS

If You are eligible for insurance, You are automatically enrolled for such
insurance on the date you enter an eligible class.

DATE YOUR INSURANCE TAKES EFFECT

RULES FOR NONCONTRIBUTORY INSURANCE

When You complete the enrollment process for Noncontributory Insurance, such
insurance will take effect on the date You become eligible, provided You are
Actively at Work on that date.

If You are not Actively at Work on the date the Noncontributory Insurance would
otherwise take effect, the benefit will take effect on the day You resume Active
Work.

DATE YOUR INSURANCE ENDS

Your insurance will end on the earliest of:

1.    the date the Group Policy ends; or

2.    the date insurance ends for Your class; or

3.    the end of the period for which the last premium has been paid for You; or

                                       14
<PAGE>

ELIGIBILITY PROVISIONS: INSURANCE FOR YOU (CONTINUED)

4.    for Basic Life Insurance, the date Your employment ends; Your employment
      will end if You cease to be Actively at Work in any eligible class, except
      as stated in the section entitled CONTINUATION OF INSURANCE WITH PREMIUM
      PAYMENT.

Please refer to the section entitled LIFE INSURANCE: CONVERSION OPTION FOR YOU
for information concerning the option to convert to an individual policy of life
insurance if Your Life Insurance ends.

Please refer to the section entitled CONTINUATION OF INSURANCE WITH PREMIUM
PAYMENT for information concerning Continuation For Family and Medical Leave.

                                       15
<PAGE>

CONTINUATION OF INSURANCE WITH PREMIUM PAYMENT

FOR FAMILY AND MEDICAL LEAVE

Certain leaves of absence may qualify under the Family and Medical Leave Act of
1993 (FMLA) for continuation of insurance. Please contact the Policyholder for
information regarding the FMLA. FMLA does not apply to Retired employees.

                                       16
<PAGE>

EVIDENCE OF INSURABILITY

No evidence of insurability is required for the insurance described in this
certificate.

                                       17
<PAGE>

LIFE INSURANCE: FOR YOU

If You die, Proof of Your death must be sent to Us. When We receive such Proof
with the claim, We will review the claim and, if We approve it, will pay the
Beneficiary the Life Insurance in effect on the date of Your death.

PAYMENT OPTIONS

We will pay the Life Insurance in one sum. Other modes of payment may be
available upon request. For details, call Our toll free number shown on the
Certificate Face Page.

                                       18
<PAGE>

LIFE INSURANCE: CONVERSION OPTION FOR YOU

If Your Life Insurance ends for any of the reasons stated below, You have the
option to buy an individual policy of life insurance ("new policy") from Us
during the Application Period in accordance with the conditions and requirements
of this section. This is referred to as the "option to convert". Evidence of
Your insurability will not be required.

WHEN YOU WILL HAVE THE OPTION TO CONVERT

You will have the option to convert when:

-     Your Life Insurance ends because:

      -     You cease to be in an eligible class;

      -     Your employment ends;

      -     the Group Policy ends, provided You have been insured for Life
            Insurance for at least 5 years; or

      -     the Group Policy is amended to end Life Insurance for an eligible
            class of which You are a member, provided you have been insured for
            Life Insurance for at least 5 years.

APPLICATION PERIOD

If You opt to convert Your Life Insurance for any of the reasons stated above,
We must receive a completed conversion application form from You within the
Application Period described below.

If You are given Written notice of the option to convert within 15 days before
or after the date Your Life Insurance ends, the Application Period begins on the
date that such Life Insurance ends and expires 31 days after such date.

If You are given Written notice of the option to convert more than 15 days after
the date Your Life Insurance ends, the Application Period begins on the date
such Life Insurance ends and expires 15 days from the date of such notice. In no
event will the Application Period exceed 91 days from the date Your Life
Insurance ends.

OPTION CONDITIONS

The option to convert is subject to these conditions:

1.    Our receipt within the Application Period of:

      -     Your Written application for the new policy; and

      -     the premium due for such new policy;

2.    the premium rates for the new policy will be based on:

      -     Our rates then in use;

      -     the form and amount of insurance;

      -     Your class of risk; and

      -     Your attained age when Your Life Insurance ends;

3.    the new policy may be on any form then customarily offered by Us excluding
      term insurance;

4.    the new policy will be issued without an accidental death and
      dismemberment benefit, a continuation benefit, an accelerated benefit
      option, a waiver of premium benefit or any other rider or additional
      benefit; and

5.    the new policy will take effect on the 32nd day after the date Your Life
      Insurance ends; this will be the case regardless of the duration of the
      Application Period.

                                       19
<PAGE>

LIFE INSURANCE: CONVERSION OPTION FOR YOU (CONTINUED)

MAXIMUM AMOUNT OF THE NEW POLICY

If Your Life Insurance ends due to the end of the Group Policy or the amendment
of the Group Policy to end Life Insurance for an eligible class of which You are
a member, the maximum amount of insurance that You may elect for the new policy
is the lesser of:

-     the amount of Your Life Insurance that ends under the Group Policy less
      the amount of life insurance for which You become eligible under any group
      policy within 31 days after the date insurance ends under the Group
      Policy; or

-     $10,000.

If Your Life Insurance ends for any other reason the maximum amount of insurance
that You may elect for the new policy is the amount of Your Life Insurance which
ends under the Group Policy.

IF YOU DIE WITHIN 31 DAYS AFTER YOUR LIFE INSURANCE ENDS

If You die within 31 days after Your Life Insurance ends, Proof of Your death
must be sent to Us. When We receive such Proof with the claim, We will review
the claim and if We approve it will pay the Beneficiary the amount of Life
Insurance You were entitled to convert.

                                       20
<PAGE>

FILING A CLAIM

The Policyholder should have a supply of claim forms. Obtain a claim form from
the Policyholder and fill it out carefully. Return the completed claim form with
the required Proof to the Policyholder. The Policyholder will certify Your
insurance under the Group Policy and send the certified claim form and Proof to
Us.

When We receive the claim form and Proof, We will review the claim and, if We
approve it, We will pay benefits subject to the terms and provisions of this
certificate and the Group Policy.

CLAIMS FOR LIFE INSURANCE BENEFITS

     WHEN A CLAIMANT FILES A CLAIM FOR LIFE INSURANCE BENEFITS, Proof should be
     sent to Us as soon as is reasonably possible after the death of an insured.

                                       21
<PAGE>

GENERAL PROVISIONS

ASSIGNMENT

You may assign Your Life Insurance rights and benefits under the Group Policy as
a gift or as a viatical assignment. We will recognize the assignee(s) under such
assignment as owner(s) of Your right, title and interest in the Group Policy if:

1.    a Written form satisfactory to Us, affirming this assignment, has been
      completed;

2.    the Written form has been Signed by You and the assignee(s);

3.    the Policyholder acknowledges that Your Life Insurance being assigned is
      in force on the life of the assignor; and

4.    the Written form is delivered to Us for recording.

BENEFICIARY

You may designate a Beneficiary in Your application or enrollment form. You may
change Your Beneficiary at any time. To do so, You must send a Signed and dated,
Written request to the Policyholder using a form satisfactory to Us. Your
Written request to change the Beneficiary must be sent to the Policyholder
within 30 days of the date You Sign such request.

You do not need the Beneficiary's consent to make a change. When We receive the
change, it will take effect as of the date You Signed it. The change will not
apply to any payment made in good faith by Us before the change request was
recorded.

If two or more Beneficiaries are designated and their shares are not specified,
they will share the insurance equally.

If there is no Beneficiary designated or no surviving Beneficiary at Your death,
We will determine the Beneficiary to be one or more of the following who survive
You:

1.    Your Spouse;

2.    Your child(ren);

3.    Your parent(s); or

4.    Your sibling(s).

Instead of making payment to any of the above, we may pay Your estate. Any
payment made in good faith will discharge our liability to the extent of such
payment.

If a Beneficiary or a payee is a minor or incompetent to receive payment, We
will pay that person's guardian.

ENTIRE CONTRACT

Your insurance is provided under a contract of group insurance with the
Policyholder. The entire contract with the Policyholder is made up of the
following:

1.    the Group Policy and its Exhibits, which include the certificate(s);

2.    the Policyholder's application; and

3.    any amendments and/or endorsements to the Group Policy.

INCONTESTABILITY: STATEMENTS MADE BY YOU

Any statement made by You will be considered a representation and not a
warranty. We will not use such statement to contest insurance, reduce benefits
or defend a claim unless the following requirements are met:

                                       22
<PAGE>

GENERAL PROVISIONS (CONTINUED)

1.    the statement is in a Written application or enrollment form;

2.    You have Signed the application or enrollment form; and

3.    a copy of the application or enrollment form has been given to You or Your
      Beneficiary.

We will not use Your statements which relate to insurability to contest life
insurance after it has been in force for 2 years during Your life. In addition,
We will not use such statements to contest an increase or benefit addition to
such insurance after the increase or benefit has been in force for 2 years
during Your life.

MISSTATEMENT OF AGE

If Your age is misstated, the correct age will be used to determine if insurance
is in effect and, as appropriate, We will adjust the benefits and/or premiums.

CONFORMITY WITH LAW

If the terms and provisions of this certificate do not conform to any applicable
law, this certificate shall be interpreted to so conform.

AUTOPSY

We have the right to make a reasonable request for an autopsy where permitted by
law. Any such request will set forth the reasons We are requesting the autopsy.

                                       23
<PAGE>

                       THIS IS THE END OF THE CERTIFICATE.
                    THE FOLLOWING IS ADDITIONAL INFORMATION.

<PAGE>

                                ERISA INFORMATION

NAME AND ADDRESS OF EMPLOYER AND PLAN ADMINISTRATOR

Motorola, Inc.
1303 E.Algonquin Road
Schaumburg, IL 60196
847-576-3241

EMPLOYER IDENTIFICATION NUMBER: 36-1115800

PLAN NUMBER         COVERAGE           PLAN NAME

501                 All Coverages      Motorola Group Life Insurance
                                       Benefit Plan (Life & AD&D)

TYPE OF ADMINISTRATION

The above listed benefits are insured by Metropolitan Life Insurance Company
("MetLife").

AGENT FOR SERVICE OF LEGAL PROCESS

For disputes arising under the Plan, service of legal process may be made upon
the Plan administrator at the above address. For disputes arising under those
portions of the Plan insured by MetLife, service of legal process may be made
upon MetLife at one of its local offices, or upon the supervisory official of
the Insurance Department in the state in which you reside.

ELIGIBILITY FOR INSURANCE; DESCRIPTION OR SUMMARY OF BENEFITS

Your MetLife certificate describes the eligibility requirements for insurance
provided by MetLife under the Plan. It also includes a detailed description of
the insurance provided by MetLife under the Plan.

PLAN TERMINATION OR CHANGES

The group policy sets forth those situations in which the Employer and/or
MetLife have the rights to end the policy.

The Employer reserves the right to change or terminate the plan at any time.
Therefore, there is no guarantee that you will be eligible for the insurance
described herein for the duration of your employment. Any such action will be
taken only after careful consideration.

Your consent or the consent of your beneficiary is not required to terminate,
modify, amend, or change the Plan.

In the event Your insurance ends in accord with the "Date Your Insurance Ends"
subsection of Your certificate, you may still be eligible to receive benefits.
The circumstances under which benefits are available are described in Your
MetLife certificate.

<PAGE>

CONTRIBUTIONS AND RETROSPECTIVE EXPERIENCE RATE REFUND

There are benefits insured under the group insurance coverages or the group
insurance policy or policies which are combined for experience. This means that
the costs of these coverages are determined on a combined basis, and the costs
are accumulated from year to year. As a result, favorable experience under one
or more coverage in a particular year may offset unfavorable experience on other
coverages in the same year, or offset unfavorable experience of coverage in
prior years.

This means that favorable experience under this insurance coverage for one or
more years may be held in reserve and used to offset unfavorable experience in
other years for the optional life insurance benefit only. If experience is
favorable or unfavorable for sustained periods, upon the advice of our
actuaries, employee contributions may be reduced or increased. In some years,
the Plan Administrator may make a contribution to the Plan to offset unfavorable
experience, but is not obligated to do so.

Retrospective experience rate refunds declared by the insurer under the group
insurance policy or policies may be used to reduce the Plan Administrator's cost
for the coverages in the same or prior years. In the unlikely event that total
retrospective experience rate refunds were to exceed the Plan Administrator's
cumulative costs for the coverage, the excess would be used for the benefit of
employees covered by the group insurance policies.

Motorola, Inc. has in the past, and expects in the future, to pay a substantial
share of the combined cost of the insurance coverages, it is unlikely that any
such excess of In view of the fact that retrospective experience rate refunds
over Motorola, Inc.'s costs will occur.

No contribution is required for Basic Life Insurance.

The total premium rate for insurance provided under the Plan by MetLife is set
by MetLife.

PLAN YEAR

The Plan's fiscal records are kept on a Plan year basis beginning each January
1st and ending on the following December 31st.

QUALIFIED DOMESTIC RELATIONS ORDERS/QUALIFIED MEDICAL CHILD SUPPORT ORDERS

You and your beneficiaries can obtain, without charge, from the Plan
Administrator a copy of any procedures governing Qualified Domestic Relations
Orders (QDRO) and Qualified Medical Child Support Orders (QMCSO).

                               CLAIMS INFORMATION

PROCEDURES FOR PRESENTING CLAIMS FOR LIFE BENEFITS

All claim forms needed to file for benefits under the group insurance program
can be obtained from the Employer who will also be ready to answer questions
about the insurance benefits and to assist you or, if applicable, the claimant
in filing claims. The instructions on the claim form should be followed
carefully. This will expedite the processing of the claim. Be sure all questions
are answered fully.

                                ROUTINE QUESTIONS

If there is any question about a claim payment, an explanation may be requested
from the employer who is usually able to provide the necessary information.

<PAGE>

CLAIM SUBMISSION

In submitting claims for life benefits ("Benefits"), the claimant must complete
the appropriate claim form and submit the required proof as described in the
certificate.

Claim forms must be submitted in accordance with the instructions on the claim
form.

INITIAL DETERMINATION

After MetLife receives your claim for Benefits, MetLife will review your claim
and notify you of its decision to approve or deny your claim.

Such notification will be provided to you within a reasonable period, not to
exceed 90 days from the date we received your claim, unless MetLife notifies you
within that period that there are special circumstances requiring an extension
of time of up to 90 additional days.

If MetLife denies your claim in whole or in part, the notification of the claims
decision will state the reason why your claim was denied and reference the
specific Plan provision(s) on which the denial is based. If the claim is denied
because MetLife did not receive sufficient information, the claims decision will
describe the additional information needed and explain why such information is
needed. The notification will also include a description of the Plan review
procedures and time limits, including a statement of your right to bring a civil
action if your claim is denied after an appeal.

APPEALING THE INITIAL DETERMINATION

In the event a claim has been denied in whole or in part, you or, if applicable,
your beneficiary can request a review of your claim by MetLife. This request for
review should be sent in writing to Group Insurance Claims Review at the address
of MetLife's office which processed the claim within 60 days after you or, if
applicable, your beneficiary received notice of denial of the claim. When
requesting a review, please state the reason you or, if applicable, your
beneficiary believe the claim was improperly denied and submit in writing any
written comments, documents, records or other information you or, if applicable,
your beneficiary deem appropriate. Upon your written request, MetLife will
provide you free of charge with copies of relevant documents, records and other
information.

MetLife will re-evaluate all the information, will conduct a full and fair
review of the claim, and you or, if applicable, your beneficiary will be
notified of the decision. Such notification will be provided within a reasonable
period not to exceed 60 days from the date we received your request for review,
unless MetLife notifies you within that period that there are special
circumstances requiring an extension of time of up to 60 additional days.

If MetLife denies the claim on appeal, MetLife will send you a final written
decision that states the reason(s) why the claim you appealed is being denied,
references any specific Plan provision(s) on which the denial is based, any
voluntary appeal procedures offered by the Plan, and a statement of your right
to bring a civil action if your claim is denied after an appeal. Upon written
request, MetLife will provide you free of charge with copies of documents,
records and other information relevant to your claim.

                 DISCRETIONARY AUTHORITY OF PLAN ADMINISTRATOR
                           AND OTHER PLAN FIDUCIARIES

In carrying out their respective responsibilities under the Plan, the Plan
administrator and other Plan fiduciaries shall have discretionary authority to
interpret the terms of the Plan and to determine eligibility for and entitlement
to Plan benefits in accordance with the terms of the Plan. Any interpretation or
determination made pursuant to such discretionary authority shall be given full
force and effect, unless it can be shown that the interpretation or
determination was arbitrary and capricious.

<PAGE>

                            STATEMENT OF ERISA RIGHTS

The following statement is required by federal law and regulation.

As a participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all participants shall be entitled to:

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

Examine, without charge, at the Plan administrator's office and at other
specified locations, all Plan documents, including insurance contracts and a
copy of the latest annual report (Form 5500 Series) filed by the Plan with the
U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents
governing the operation of the Plan, including insurance contracts and copies of
the latest annual report (Form 5500 Series) and updated summary plan
descriptions. The administrator may make a reasonable charge for the copies.

Receive a summary of the Plan's annual financial report. The Plan Administrator
is required by law to furnish each participant with a copy of this summary
annual report.

PRUDENT ACTIONS BY PLAN FIDUCIARIES

In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate your Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries.

No one, including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a welfare
benefit or exercising your rights under ERISA.

ENFORCE YOUR RIGHTS

If your claim for a welfare benefit is denied or ignored in whole or in part,
you have a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within
certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request a copy of Plan documents or the latest annual report
and do not receive them within 30 days, you may file suit in a Federal court. In
such a case, the court may require the Plan administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the
administrator. If you have a claim for benefits which is denied or ignored, in
whole or in part, you may file suit in a state or Federal court.

In addition, if you disagree with the Plan's decision or lack thereof concerning
the qualified status of a domestic relations order or a medical child support
order, you may file suit in a Federal court.

If it should happen that Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a Federal court.

The court will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs and
fees.

If you lose, the court may order you to pay these costs and fees; for example,
if it finds your claim is frivolous.

<PAGE>

ASSISTANCE WITH YOUR QUESTIONS

If you have any questions about your Plan, you should contact the Plan
administrator. If you have any questions about this statement or about your
rights under ERISA, or if you need assistance in obtaining documents from the
Plan administrator, you should contact the nearest office of the Employee
Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.

                               FUTURE OF THE PLAN

It is hoped that the Plan will be continued indefinitely, but Motorola, Inc.
reserves the right to change or terminate the Plan in the future. Any such
action would be taken only after careful consideration.

The Board of Directors of Motorola, Inc. shall be empowered to amend or
terminate the Plan or any benefit under the Plan at any time.