EX-24 3 attach_2.htm





Power of Attorney







I hereby constitute and appoint Jeffrey A. Brown, Carol H. Forsyte,

Virginia Kotarba and A. Peter Lawson, and each of them, acting alone

without any of the others, my true and lawful attorneys-in-fact and

agents, with full power of substitution and resubstitution, for me

and in my name, place and stead, in any and all capacities, to prepare,

sign and file any and all Forms 3, 4, 5 and 144 and any successor Forms

(and any amendments or corrections to all such forms, and any

related documents or items) which they deem needed or desirable

with the Securities and Exchange Commission and any and all stock

exchanges,granting unto said attorneys-in-fact and agents full power

and authority to do and perform each and every act and thing necessary

or appropriate in connection with this power and authority, hereby

ratifying and confirming all that said attorneys-in-fact and agents,

or their substitute or substitutes, may lawfully do or cause to be done

by virtue thereof.  This Power of Attorney shall remain in full force

and effect until I am no longer required to file Forms 3, 4, 5 and 144

with respect to my holdings of and transactions in securities issued

by Motorola, unless earlier revoked by me in a signed writing delivered

to the foregoing attorneys-in-fact.





    By: /s/Edward J. Zander

     __________________________

     Edward J. Zander



    Date: 01/06/04

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