Motorola, Icahn Agree

SCHAUMBURG, Ill. and NEW YORK -- Motorola, Inc. (NYSE: MOT) and Carl Icahn today announced that they have reached an agreement under which William R. Hambrecht, founder, chairman and chief executive officer of WR Hambrecht + Co. and co-founder of Hambrecht & Quist, and Keith Meister, a managing director of the Icahn investment funds and principal executive officer of Icahn Enterprises, will be nominated for election to Motorola's Board of Directors at the 2008 Annual Meeting of Shareholders and included in the Company's 2008 proxy statement. In addition, Mr. Meister has been appointed to serve on the Board, effective immediately.

In connection with the nomination of Messrs. Hambrecht and Meister, the Icahn Group, which beneficially owns, in the aggregate 144,562,000 shares of Motorola common stock, representing approximately 6.4% of Motorola's outstanding shares, has agreed not to solicit proxies in connection with the 2008 Annual Meeting and to vote its shares in support of all of the Board's director nominees.

As part of the settlement agreement, all pending litigation between Motorola and Carl Icahn will be dismissed. In addition, Motorola has agreed to seek input from Mr. Icahn in connection with significant matters regarding the intended separation of the Mobile Devices business, including the search for a new CEO to head the Mobile Devices business. In addition Messrs. Hambrecht and Meister may communicate with Mr. Icahn, subject to certain confidentiality restrictions, regarding Board activities of Motorola, including with respect to the intended separation of the company into two independent businesses.

"We are pleased to have reached this agreement with Carl Icahn," said Greg Brown, president and chief executive officer. "We look forward to continuing the process we announced on March 26 to create two independent publicly-traded companies and we are pleased to avoid a costly and distracting proxy contest."

Motorola Inc. (NYSE: MOT)