EX-24 2 substituepoa.htm SUBSTITUE POA FOR VINCIQUERRA
Substitution of Power of Attorney



Pursuant to a Power of Attorney, each of the following persons

named below:

William R. Hambrecht

Anthony J. Vinciquerra

has appointed me his or her true and lawful attorney-in-fact

and agent, with full power of substitution and resubstitution,

in each of his or her 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, including a Form ID and any other documents necessary to

obtain codes and passwords necessary to make electronic filings) which I deem

needed or desirable with the Securities and Exchange Commission and any and all

stock exchanges, granting unto me 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 I or my

substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Each of the above persons has provided that this power of attorney shall remain

 in full force and effect until each person is no longer required to file

Forms 3, 4, 5 and 144 with respect to his or her holdings of and transactions

in securities issued by Motorola, unless earlier revoked by each such person

in a signed writing delivered to me.



Therefore, for the period beginning on January 1, 2011 and ending on

January 4, 2011, I, pursuant to the above described power and authority

conferred upon me, hereby constitute and appoint Michelle Warner, Lewis

Steverson, Kristin Kruska, Eric Jacobson and each of them, acting alone without

the other, to be my true and lawful substitute, to act in my place and stead, in

any and all capacities pursuant to said above described power and authority.



     By: /s/ A. Peter Lawson

     A. Peter Lawson

     Date: January 1, 2011