Execution Version
                                 MOTOROLA, INC.
                            1303 East Algonquin Road
                           Schaumburg, Illinois 60196


                               November 30, 2010

Persons and entities listed on Schedule A (the "Icahn Group")

Re:  Motorola Agreement

Ladies and Gentlemen:

     Reference  is  hereby  made to that certain Agreement, dated April 7, 2008,
among the Icahn Group and Motorola, Inc. (the "Motorola Agreement"). Capitalized
terms  used but not otherwise defined herein shall have the meanings ascribed to
them in the Motorola Agreement. The term "Icahn Group" shall hereinafter exclude
Keith  A.  Meister  and  William R. Hambrecht.

     The  parties  hereto  agree  that (a) Vincent J. Intrieri (or any successor
designated  by the Icahn Group, a "Successor") shall replace Keith A. Meister as
the  Designee  under the Motorola Agreement and all references to Mr. Meister in
the  Motorola Agreement shall refer to Mr. Intrieri (or such Successor) from and
after  the  date of Mr. Intrieri's (or such Successor's) appointment or election
to the Board and his execution of the Confidentiality Agreement and (b) the term
"Icahn  Designee(s)"  shall  no  longer  include  William  R. Hambrecht or Keith
Meister from and after the date of Mr. Intrieri's appointment or election to the
Board  and  such  term  thereafter  shall  only  include  Mr.  Intrieri (or such
Successor). Simultaneously with the resignation of Mr. Meister from the Motorola
Board of Directors, Motorola will cause Mr. Intrieri to fill the vacancy created
by  the  resignation.

     In addition, the parties hereby acknowledge and agree that the term "Common
Stock"  in  the  Motorola  Agreement  shall refer to the common stock, par value
$0.01  per  share,  of  the  Company.

     Except  as  expressly  amended  hereby,  the  Motorola  Agreement  and  the
Confidentiality Agreement are in all respects ratified and confirmed and all the
terms,  conditions and provisions thereof shall remain in full force and effect.
This  letter  shall  form a part of the Motorola Agreement for all purposes, and
each  party  thereto and hereto shall be bound hereby. Sections 7, 9, 10, 11, 13
and  14  of the Motorola Agreement shall apply to this letter agreement, mutatis
mutandis.

                           [Signature pages follows]




                                   Very truly yours,

                                   MOTOROLA, INC.


                                   By:  /s/ Gregory Q. Brown
                                        --------------------
                                        Name:  Gregory Q. Brown
                                        Title:  Co-CEO



     [Signature Page to Motorola - Icahn Agreement, dated November 30, 2010]





AGREED TO and ACCEPTED BY:



Icahn Partners LP


By:  /s/ Keith Cozza
     ---------------
     Name: Keith Cozza
     Title:  Chief Compliance Officer

Icahn Partners Master Fund LP


By:  /s/ Keith Cozza
     ---------------
     Name:  Keith Cozza
     Title:  Chief Compliance Officer

High River Limited Partnership
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member


By:  /s/ Keith Cozza
     ---------------
     Name:  Keith Cozza
     Title:  Secretary and Treasurer



/s/ Carl C. Icahn
-----------------
Carl C. Icahn


/s/ Vincent J. Intrieri
-----------------------
Vincent J. Intrieri