This excerpt taken from the MOT DEFA14A filed May 1, 2007.


          Motorola’s 2007 Annual Meeting of Stockholders is less than one week away. Your Board of Directors strongly opposes Carl Icahn’s nomination for election to the Board. Carl Icahn’s principal argument in support of his effort to gain a seat on your Board is that your Board is in need of a “fresh perspective” and that he is the person to provide it. Your Board disagrees, having added five new independent directors over the past three years. As you make this important voting decision, we ask all stockholders to consider the following:

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