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CARL ICAHN: “How can a guy be on eight boards and know what the hell he’s doing?”


Motorola, Inc. (NYSE: MOT) today noted that CNBC’s “Closing Bell” program last night (May 1, 2007) replayed a November 2006 televised interview of Carl C. Icahn in which he said the following about a director serving on multiple Boards of Directors (emphasis added):

“How can a guy be on eight boards and know what the hell he’s doing? These companies are complicated and you have tremendous competition from abroad. How can somebody sit on a board - even if he’s the smartest guy in the world – if he was Einstein – and understand what that company is doing?”

Carl C. Icahn
CNBC Closing Bell, November 2006

According to CNBC, Carl Icahn currently serves on eleven Boards of Directors. Motorola noted that Icahn is also chairman of at least four of these companies. Icahn is also currently seeking to acquire Lear Corp. and WCI Communications, Inc., where he is also seeking election to the Board of Directors.

Motorola today issued the following statement: “Motorola’s Board of Directors does not believe Carl Icahn treats public company directorship with the appropriate level of seriousness and commitment. We believe Carl Icahn views directorship as a mere adjunct to his investing activity. Furthermore, we will not allow Carl Icahn to use Motorola as his self-serving platform. This is not about governance; this is about Carl Icahn’s qualifications and commitment to serve on Motorola’s Board.

“Time and again, our Board has expressed to our stockholders, including Carl Icahn, our willingness to identify additional, qualified independent directors who have experience, time and commitment to add to our Board who will represent the interests and views of all of our stockholders. Our Board is unanimous in its belief that Carl Icahn should not be elected to Motorola’s Board and urges all stockholders to vote against him.”

Motorola further noted that although Carl Icahn portrays himself as an “activist” championing the rights of stockholders, the companies where he serves on the Board of Directors (including American Railcar and XO Communications) that are rated by Institutional Shareholder Services (“ISS”), a leading proxy advisory firm, compare unfavorably to Motorola on the basis of objective metrics established by ISS to measure “good governance.”

Additionally, ISS recently recommended that stockholders of American Railcar withhold their votes with respect to Carl Icahn’s election to that Board. Motorola also noted that if Carl Icahn were to be elected to Motorola’s Board, Motorola’s corporate governance quotient (“CGQ”) Index Score would likely decrease due to Icahn’s multitude of public company directorships.

Re-Elect Motorola’s Board of Directors. Vote the WHITE Proxy Card Today.

If Motorola stockholders need assistance in voting their shares by telephone, Internet or mail, please call D. F. King & Co., Inc., which is assisting Motorola, toll-free at 1-800-488-8095.

In connection with the solicitation of proxies, Motorola has filed with the Securities and Exchange Commission (the “SEC”) and mailed to stockholders a definitive proxy statement (the “Proxy Statement”). The Proxy Statement contains important information about Motorola and the 2007 annual stockholders meeting. Motorola’s stockholders are urged to read the Proxy Statement carefully. Stockholders may obtain additional free copies of the Proxy Statement and other relevant documents filed with the SEC by Motorola through the website maintained by the SEC at The Proxy Statement and other relevant documents may also be obtained free of charge from Motorola by contacting Investor Relations in writing at Motorola, Inc., 1303 E. Algonquin Road, Schaumburg, IL 60196; or by phone at 1-800-262-8509; or by email at The Proxy Statement is also available on Motorola’s website at The contents of the websites referenced above are not deemed to be incorporated by reference into the Proxy Statement. In addition, copies of the Proxy Statement may be requested by contacting our proxy solicitor, D.F. King & Co., Inc. by phone toll-free at 1-800-488-8095.


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