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Glass Lewis Recommends Motorola Stockholders Vote FOR Motorola’s Directors


Motorola, Inc. (NYSE: MOT) announced today that Glass Lewis & Co. (“Glass Lewis”), one of the nation’s leading independent proxy advisory firms, recommended that Motorola stockholders vote FOR the election of all nominees proposed by Motorola’s Board of Directors, rejecting Carl C. Icahn’s nomination to Motorola’s Board at the Company’s May 7, 2007 Annual Meeting of Stockholders.

Ed Zander, Motorola’s CEO and Chairman of the Board of Directors, said, “We are pleased that Glass Lewis, a highly respected independent advisory firm, supports Motorola’s directors. We have the right strategy and the right Board in place to successfully execute on our plan to improve the performance of our Mobile Devices business and create value for all stockholders.”

In recommending that Motorola stockholders vote FOR Motorola’s incumbent directors and AGAINST Mr. Icahn’s nomination, Glass Lewis noted in its report*:

“[W]e feel [Mr. Icahn’s] plan for improving Motorola’s current position is short on details. Furthermore, while we acknowledge Mr. Icahn’s lengthy record in generating shareholder value in turnaround situations, without a definitive plan put forth, shareholders are left to rely solely on Mr. Icahn’s record and generic calls for a more engaged board... [W]e do not feel Mr. Icahn’s proposal meets the requirements necessary to take the significant step of electing a dissident board member.”

“Motorola has also undertaken significant changes in its corporate ranks, having installed a new COO and CFO. Taken together, this does not appear to be the action of passive managers or directors which Mr. Icahn portrays in his letters to shareholders.”

“[W]e note that Mr. Icahn only started building his position in Motorola in January of 2007. While Mr. Icahn’s position is large in term of absolute dollars (approximating $1.3 billion dollars), his holdings of 2.9% of shares outstanding isn’t large enough to give him an automatic seat at the table, in our opinion. We feel neither the size nor length of his holdings in Motorola should automatically qualify him as a director of the Company.”

“Motorola’s shares outperformed the S&P 500 and Nasdaq indexes from January 2004, the date of Ed Zander’s appointment as Chairman and CEO, through October 2006... [M]anagement and the board appear to be taking steps necessary to improve Motorola’s performance and increase its share price.”

Motorola urges all stockholders to vote for the election of all nominees proposed by the Company’s Board of Directors, on the WHITE proxy card. The vote of Motorola stockholders is extremely important – no matter how many shares Motorola stockholders own, it is important that their shares be represented and voted at the Annual Meeting. Stockholders are encouraged to vote by Internet and phone by following the instructions on their WHITE proxy card.

If Motorola stockholders have any questions about how to vote their shares or if they need assistance in voting their shares, please contact Motorola’s proxy solicitor, D.F. King & Co. Inc., toll free at 1−800−488−8095.

Motorola’s Annual Meeting will be held on Monday, May 7, 2007, at 4:30p.m. CT at The Art Institute of Chicago, located at 230 South Columbus Drive, Chicago, Illinois 60603. Stockholders of record as of March 8, 2007 will be entitled to notice of and vote at the Annual Meeting.

* Permission to use quotations was neither sought nor obtained.


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