Motorola Announces Decision to Terminate Shareholder Rights Plan

Motorola , Inc. (NYSE: MOT) announced that its Board of Directors has voted to terminate the company’s shareholder rights plan (a device which is sometimes referred to as a “poison pill”). Additionally, Motorola has established a new governance policy providing that any new shareholder rights plan must be subject to shareholder approval within twelve months of its adoption. Subject to this requirement, the Board, by a majority vote of its independent directors, maintains the flexibility to adopt a new shareholder rights plan in the future.

“Our decision to terminate the shareholder rights plan and establish this new policy reflects the Board’s continuing commitment to corporate governance best practices,” said Ed Zander, Motorola Chairman and Chief Executive Officer.” The Board believes that our new policy is responsive to our shareholders’ concerns and also adequately protects our shareholders’ best interests.”

The Board’s actions will accelerate the expiration date of the Company’s current shareholder rights plan to August 1, 2006. It was due to expire in November 2008. The shareholder rights plan being terminated was put in place in 1998 to help assure that all Motorola shareholders receive fair treatment and value in the event of an unsolicited attempt to gain control of the Company.

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