SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


Filed by the Registrant [ ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss. 240.14a-12

                                 Motorola, Inc.

                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                                Icahn Onshore LP
                                CCI Onshore Corp.
                          Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                                Icahn Offshore LP
                               CCI Offshore Corp.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                  Carl C. Icahn

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:

    2) Aggregate number of securities to which transaction applies:

    3) Per unit price or other  underlying  value of  transaction  computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):

    4) Proposed maximum aggregate value of transaction:

    5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
    0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was
    paid previously.  Identify the previous filing by registration  statement
    number, or the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:

    2) Form, Schedule or Registration Statement No.:

    3) Filing Party:

    4) Date Filed:




                       2007 ANNUAL MEETING OF STOCKHOLDERS
                                       OF
                                 MOTOROLA, INC.

                               -------------------
                                 PROXY STATEMENT
                                       OF
                               ICAHN PARTNERS LP,
                          ICAHN PARTNERS MASTER FUND LP
                       ICAHN PARTNERS MASTER FUND II L.P.
                                       AND
                         HIGH RIVER LIMITED PARTNERSHIP
                               -------------------

To Our Fellow Motorola Stockholders:

     This  Proxy  Statement  and the  accompanying  GOLD  proxy  card are  being
furnished to stockholders  ("Stockholders")  of Motorola,  Inc.  ("Motorola") in
connection with the  solicitation of proxies by Carl C. Icahn and certain of his
affiliates  and  associates,  to be used at the 2007 Annual Meeting (the "Annual
Meeting")  of  Stockholders  of Motorola  which is  scheduled to be held at 4:00
p.m., local time, on May 7, 2007, at Rubloff  Auditorium at The Art Institute of
Chicago,  230  South  Columbus  Drive,  Chicago,  Illinois  60603,  and  at  any
adjournments,  postponements or continuations  thereof. This Proxy Statement and
the GOLD proxy card are first being furnished to Stockholders on or about April
3, 2007.

     At the Annual Meeting,  the Participants (as hereinafter defined) will seek
to elect to the Board of Directors  of Motorola - Carl C. Icahn (the  "Nominee")
who has consented, if elected, to serve as a director.

     MR.  ICAHN URGES  STOCKHOLDERS  TO VOTE FOR HIM AND THEREBY JOIN HIM IN HIS
EFFORT TO ADD TO THE BOARD AN  INDIVIDUAL  SELECTED  OUTSIDE  OF THE  NOMINATION
PROCESS  UNDER  WHICH ALL BOARD  MEMBERS  ARE  NOMINATED  BY  EXISTING  MOTOROLA
DIRECTORS.

     The Nominee and each of the other Participants have no interest in Motorola
other than through the beneficial  ownership (if any) of shares of Common Stock,
par value $3 per share, of Motorola (the "Shares") or other  securities (if any)
of Motorola as disclosed herein.

     THE NOMINEE IS COMMITTED TO ACTING IN THE BEST INTEREST OF THE STOCKHOLDERS
OF MOTOROLA. WE URGE YOU TO VOTE YOUR GOLD PROXY CARD FOR CARL C. ICAHN.





IMPORTANT

     The election of the Nominee requires the affirmative vote of a plurality of
the votes cast,  assuming a quorum is present or  otherwise  represented  at the
Annual Meeting.  As a result, your vote is extremely  important.  We urge you to
mark,  sign,  date and  return  the  enclosed  GOLD  proxy  card to vote FOR the
election of the Nominee.

     WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY MOTOROLA. IF YOU HAVE
ALREADY  DONE SO, YOU MAY REVOKE YOUR PROXY BY  DELIVERING  A  LATER-DATED  GOLD
PROXY CARD IN THE ENCLOSED  POSTAGE-PREPAID  ENVELOPE, OR BY VOTING IN PERSON AT
THE ANNUAL MEETING. SEE "VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.

     If you have any  questions  or require any  assistance  in  executing  your
proxy, please call:

                           Innisfree M&A Incorporated
                   Stockholders call toll-free: (877) 825-8772
                 Banks and Brokers call collect: (212) 750-5833


     Only holders of record of Motorola's  voting  securities as of the close of
business on March 8, 2007 (the "Record  Date") are entitled to notice of, and to
attend and to vote at, the Annual Meeting and any  adjournments or postponements
thereof.  According to the proxy statement of Motorola filed with the Securities
and Exchange Commission  ("Motorola's Proxy Statement"),  as of the Record Date,
there were  outstanding  2,385,724,367  shares of Common Stock, par value $3 per
share, of Motorola (the "Common Stock").  Stockholders of record at the close of
business on the Record  Date will be entitled to one vote at the Annual  Meeting
for each share of Common Stock of Motorola held on the Record Date.

     As of the Record Date, the Participants  and their affiliates  beneficially
owned  an  aggregate  of  11,700,000   shares  of  Common  Stock,   representing
approximately  0.49% of the outstanding  shares of Common Stock as of the Record
Date.(1) The Participants  and their  affiliates  intend to vote such shares FOR
the election of the Nominee.


    VOTE FOR THE NOMINEE BY RETURNING YOUR SIGNED AND DATED GOLD PROXY TODAY.

-----------------------
(1) These  amounts do not  include  shares of Common  Stock  underlying  certain
options as described on Appendix I.






PARTICIPANTS IN SOLICITATION OF PROXIES

     In addition to the Nominee (who is Carl C. Icahn),  the participants in the
solicitation  of proxies  (the  "Participants")  are Icahn  Partners  LP ("Icahn
Partners"),  Icahn  Partners  Master Fund LP ("Icahn  Master"),  Icahn  Partners
Master FundII L.P.  ("Icahn Master II"), High River Limited  Partnership  ("High
River"), Mr. Keith A. Meister, Mr. Vincent J. Intrieri and Mr. David Schechter.

     Icahn Partners, Icahn Master, Icahn Master II and High River (collectively,
the "Icahn Parties") are entities controlled by Carl C. Icahn. Keith A. Meister,
Vincent J.  Intrieri  and David  Schechter  are  employees  and/or  officers  or
directors of the Icahn  Parties and various  other  entities  controlled  by Mr.
Icahn.  Each of Keith A. Meister,  Vincent J.  Intrieri and David  Schechter may
also participate in soliciting proxies from Motorola  stockholders.  None of Mr.
Meister,  Mr.  Intrieri  or Mr.  Schechter  owns  beneficially  any  interest in
securities  of  Motorola,  and will not  receive  any  special  compensation  in
connection with such  solicitation.  In connection with their  employment by Mr.
Icahn and his affiliated  companies,  Messrs.  Meister,  Intrieri and Schechter,
among other employees, each has a participatory interest in the profits and fees
derived by Mr. Icahn and/or his affiliated  entities from Icahn Partners,  Icahn
Master II and Icahn Master  (together,  the "Funds").  Because only a portion of
such profit interests are distributed and because of their other  investments in
the Funds, each of Mr. Meister,  Mr. Intrieri and Mr. Schechter also has capital
accounts in the Funds. In the aggregate:  (i) Mr. Meister's profit interests and
capital  accounts  in the  Funds  entitle  him to less  than  2% of the  profits
generated  by the  Funds;  (ii) Mr.  Intrieri's  profit  interests  and  capital
accounts in the Funds  entitle him to less than 2% of the profits  generated  by
the Funds;  and (iii) Mr.  Schechter's  profit interests and capital accounts in
the Funds entitle him to less than 1% of the profits generated by the Funds

     Icahn Partners is a Delaware limited partnership principally engaged in the
business of investing in  securities.  Icahn  Onshore LP ("Icahn  Onshore") is a
Delaware limited partnership  primarily engaged in the business of acting as the
general  partner of Icahn  Partners.  CCI Onshore  Corp.  ("CCI  Onshore")  is a
Delaware corporation  primarily engaged in the business of acting as the general
partner of Icahn Onshore. CCI Onshore is wholly owned by Mr. Icahn.

     Each of Icahn  Master  and  Icahn  Master II is a Cayman  Islands  exempted
limited  partnership  principally  engaged  in  the  business  of  investing  in
securities.   Icahn  Offshore  LP  ("Icahn  Offshore")  is  a  Delaware  limited
partnership  primarily  engaged in the business of acting as the general partner
of each of Icahn Master and Icahn Master II. CCI Offshore Corp. ("CCI Offshore")
is a Delaware  corporation  primarily  engaged in the  business of acting as the
general partner of Icahn Offshore. CCI Offshore is wholly owned by Mr. Icahn.

     High River is a Delaware  limited  partnership  principally  engaged in the
business of investing in  securities.  Hopper  Investments  LLC  ("Hopper") is a
Delaware  limited  liability  company that serves as the general partner of High
River. Barberry Corp.  ("Barberry") is a Delaware corporation that serves as the
sole member of Hopper.  Each of Hopper and Barberry is primarily  engaged in the
business of investing in securities. Barberry is wholly owned by Mr. Icahn.

     The address of each of Icahn Partners,  Icahn Onshore,  CCI Onshore,  Icahn
Offshore, CCI Offshore and Messrs. Icahn, Meister, Intrieri and Schechter is c/o
Icahn Associates Corp., 767 Fifth Avenue,  47th Floor, New York, New York 10153.
The  address of each of Icahn  Master  and Icahn  Master II is c/o  Walkers  SPV
Limited,  P.O. Box 908GT,  87 Mary Street,  George Town,  Grand  Cayman,  Cayman
Islands.  The address of each of High River, Hopper and Barberry is White Plains
Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601.

     Appendix I attached  hereto  sets  forth,  as to the  Nominee and the other
Participants,  all  transactions  in securities of Motorola  effected during the
past two years and their beneficial ownership of securities of Motorola.

     With respect to each  Participant  (including  the Nominee),  except as set
forth herein or in any of the Appendices  attached hereto,  (i) such Participant
is not, nor was within the past year, a party to any  contract,  arrangement  or
understanding  with any person  with  respect  to any  securities  of  Motorola,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits,  or the  giving  or  withholding  of  proxies;  and (ii)  neither  such
Participant  nor any of such  Participant's  associates  have any arrangement or
understanding  with any person  with  respect to (A) any  future  employment  by
Motorola or its affiliates or (B) any future  transactions  to which Motorola or
any of its affiliates will or may be a party.


ELECTION OF DIRECTORS

     On January 26, 2007,  the Icahn  Parties  (other than Icahn Master II which
commenced  operation  on  February  1,  2007)  delivered  a letter to  Motorola,
notifying Motorola that the Icahn Parties nominate and will seek to elect at the
Annual  Meeting  - Carl C.  Icahn  as a member  of the  board  of  directors  of
Motorola.

     According to Motorola's Proxy  Statement,  Motorola's Board of Directors of
Motorola (the "Board")  intends to nominate  eleven  candidates  for election as
directors at the Annual Meeting.  This proxy statement is soliciting  proxies to
elect not only Mr. Icahn,  but also all of the Motorola  nominees other than Mr.
John A. White.  This gives  stockholders who wish to vote for Mr. Icahn and such
other  persons  the  ability  to do so.  Mr.  White  was  not  selected  for any
particular reason.  Rather,  under applicable proxy rules we are required either
to solicit  proxies  only for Mr.  Icahn,  which could  result in  limiting  the
ability of  Stockholders  to fully  exercise their voting rights with respect to
Motorola's  nominees,  or to  solicit  for Mr.  Icahn and for fewer  than all of
Motorola's  nominees,  which enables a  Stockholder  who desires to vote for Mr.
Icahn to also vote for those of Motorola's  nominees for whom we are  soliciting
proxies.  Mr. Icahn notes that if he is elected,  and if a majority of the other
Board members  thereafter  determines  that it would be desirable that Mr. White
continue  as a member  of the  Board,  the Board  could  permit  that  result by
increasing the size of the Board and adding Mr. White as an additional member.

     Background  information  about the Nominee is set forth below. The Nominee,
if elected,  would hold office until the 2008 annual meeting of Stockholders and
until a successor  has been duly  elected and  qualified.  The Nominee  does not
receive any compensation from any of the Participants or any of their affiliates
in connection with this proxy  solicitation.  The Nominee has an interest in the
election of directors at the Annual  Meeting  indirectly  through the beneficial
ownership of Shares, as described in Appendix I. The Nominee would not be barred
from being considered  independent under New York Stock Exchange Rule 303A.02(b)
and is independent under the applicable standards of New York Stock Exchange and
the independence standards applicable to Motorola under paragraph (a)(1) of Item
407 of Regulation S-K under the Securities Exchange Act of 1934, as amended.

     Other than as disclosed in this Proxy Statement,  including Appendix I, (i)
the Nominee is not,  nor was he within the past year,  a party to any  contract,
arrangement or  understanding  with any person with respect to any securities of
Motorola,  including,  but not  limited  to,  joint  ventures,  loan  or  option
arrangements,  puts or calls,  guarantees  against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; and (ii)
neither  the  Nominee  nor  any  of  his  associates  have  any  arrangement  or
understanding  with any person  with  respect to (A) any  future  employment  by
Motorola or its affiliates or (B) any future  transactions  to which Motorola or
any of its affiliates will or may be a party.

     CARL C.  ICAHN,  age 71, has served as chairman of the board and a director
of Starfire Holding Corporation,  a privately held holding company, and chairman
of the board and a director of various  subsidiaries  of  Starfire,  since 1984.
Through his  entities CCI Onshore  Corp.  and CCI Offshore  Corp.,  Mr.  Icahn's
principal  occupation is managing  private  investment  funds,  including  Icahn
Partners,  Icahn Master and Icahn Master II. Since  February 2005, Mr. Icahn has
served as a director of CCI Onshore Corp. and CCI Offshore  Corp.,  which are in
the business of managing  private  investment  funds, and from September 2004 to
February  2005, Mr. Icahn served as the sole member of their  predecessors,  CCI
Onshore LLC and CCI Offshore LLC,  respectively.  Mr. Icahn was also chairman of
the board and president of Icahn & Co., Inc., a registered  broker-dealer  and a
member of the National  Association  of Securities  Dealers,  from 1968 to 2005.
Since 1994, Mr. Icahn has been the principal beneficial  stockholder of American
Railcar Industries,  Inc., currently a publicly traded company that is primarily
engaged in the business of manufacturing  covered hopper and tank railcars,  and
has  served as  chairman  of the board and as a  director  of  American  Railcar
Industries, Inc. since 1994. Since November 1990, Mr. Icahn has been chairman of
the board of American Property Investors,  Inc., the general partner of American
Real Estate Partners, L.P., a public limited partnership controlled by Mr. Icahn
that invests in real estate and holds  various  other  interests,  including the
interests  in its  subsidiaries  that are engaged in,  among other  things,  the
casino entertainment  business and the home textile business.  From October 1998
through May 2004,  Mr. Icahn was the  president  and a director of  Stratosphere
Corporation,  which operates the  Stratosphere  Hotel and Casino.  Mr. Icahn has
been chairman of the board and a director of XO Holdings,  Inc.  since  February
2006 and was chairman of the board and a director of XO Communications, Inc. (XO
Holdings' predecessor) from January 2003 to February 2006. XO Holdings,  Inc. is
a publicly traded telecommunications  services provider controlled by Mr. Icahn.
Mr.  Icahn has  served as a Director  of Cadus  Corporation,  a publicly  traded
company  engaged in the ownership and licensing of  yeast-based  drug  discovery
technologies  since July  1993.  In May 2005,  Mr.  Icahn  became a director  of
Blockbuster  Inc., a publicly  traded  provider of in-home movie rental and game
entertainment. In September 2006, Mr. Icahn became a director of ImClone Systems
Incorporated,  a publicly traded  biopharmaceutical  company,  and since October
2006 has been the chairman of the board of ImClone  Systems.  Mr. Icahn received
his B.A. from Princeton University.

     WE STRONGLY  URGE YOU TO VOTE FOR THE ELECTION OF CARL C. ICAHN BY SIGNING,
DATING AND  RETURNING  THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE PAID ENVELOPE
PROVIDED  TO YOU WITH THIS PROXY  STATEMENT.  IF YOU HAVE  SIGNED THE GOLD PROXY
CARD AND NO MARKING IS MADE,  YOU WILL BE DEEMED TO HAVE  GIVEN A  DIRECTION  TO
VOTE ALL THE SHARES  REPRESENTED  BY THE GOLD PROXY CARD FOR THE ELECTION OF MR.
ICAHN.


OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

     According to Motorola's  Proxy  Statement,  Motorola is soliciting  proxies
with respect to three  proposals  other than the election of  directors.  Please
refer  to  Motorola's  Proxy  Statement  for  a  detailed  discussion  of  these
proposals,  including  various arguments in favor of and against such proposals.
These  proposals are outlined  below. IF YOU HAVE SIGNED THE GOLD PROXY CARD AND
NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO (I) VOTE FOR
PROPOSAL 3 BELOW ALL THE SHARES  REPRESENTED  BY YOUR GOLD PROXY CARD,  AND (II)
ABSTAIN  FROM  VOTING  ALL THE SHARES  REPRESENTED  BY YOUR GOLD PROXY CARD WITH
RESPECT TO PROPOSALS 2 AND 4.

PROPOSAL 2 - AMENDMENT TO THE MOTOROLA EMPLOYEE STOCK PURCHASE PLAN OF 1999

     At the  Annual  Meeting,  the  Stockholders  will be  asked  to vote on the
proposed by Motorola  amendment to The Motorola  Employee Stock Purchase Plan of
1999.  Motorola's Board of Directors  recommended a vote for this proposal.  The
Participants  intend  to  abstain  from  voting  on this  proposal  and  make no
recommendation as to this proposal.

VOTING ON PROPOSAL 2

     The  accompanying  GOLD  proxy card will be voted in  accordance  with your
instruction  on such card.  You may vote for or vote  against,  or abstain  from
voting on Proposal 2 described above by marking the proper box on the GOLD proxy
card.

PROPOSAL 3 - SHAREHOLDER PROPOSAL RE: SHAREHOLDER VOTE ON EXECUTIVE PAY

     At the  Annual  Meeting,  the  Stockholders  will  be  asked  to  vote on a
shareholder proposal to ask Motorola's Board of Directors to adopt a policy that
shareholders  be  given  the  opportunity  to  vote  on an  advisory  management
resolution at each annual meeting to approve the  Compensation  Committee report
in the proxy statement. Motorola's Board of Directors recommended a vote against
this proposal. The Participants intend to vote, and recommend that you vote, for
this proposal.

VOTING ON PROPOSAL 3

     The  accompanying  GOLD  proxy card will be voted in  accordance  with your
instruction  on such card.  You may vote for or vote  against,  or abstain  from
voting on Proposal 3 described above by marking the proper box on the GOLD proxy
card.

PROPOSAL 4 - SHAREHOLDER PROPOSAL RE: RECOUP UNEARNED MANAGEMENT BONUSES

     At the  Annual  Meeting,  the  Stockholders  will  be  asked  to  vote on a
shareholder  proposal to request Motorola's Board of Directors to adopt a policy
(preferably in Motorola's  bylaws),  for Motorola's Board of Directors to recoup
for the benefit of Motorola all unearned  incentive  bonuses or other  incentive
payments to senior executives to the extent that their corresponding performance
targets were later reasonably  determined to have not been achieved.  Motorola's
Board of Directors  recommended a vote against this proposal.  The  Participants
intend to abstain from voting on this proposal and make no  recommendation as to
this proposal.

VOTING ON PROPOSAL 4

     The  accompanying  GOLD  proxy card will be voted in  accordance  with your
instruction  on such card.  You may vote for or vote  against,  or abstain  from
voting on Proposal 4 described above by marking the proper box on the GOLD proxy
card.

OTHER PROPOSALS

     The  Participants  and their  affiliates  know of no other  business  to be
presented at the Annual  Meeting.  If any other  matters  should  properly  come
before the Annual Meeting, it is intended that the persons named on the enclosed
GOLD proxy card will vote that proxy on such other  matters in  accordance  with
their judgment.


VOTING PROCEDURES

     According to Motorola's Proxy Statement,  the voting  procedures are as set
forth below.

     Holders of shares of Motorola's  Common Stock,  at the close of business on
the Record Date are  entitled to notice of, and to vote at, the Annual  Meeting.
Each share of Common  Stock  outstanding  on the Record  Date is entitled to one
vote on each matter presented at the Annual Meeting.

     Directors  are elected by a  plurality  of the votes cast by the holders of
Motorola's  Common  Stock at a meeting at which a quorum is  present.  Plurality
means that the  individuals  who receive  the  largest  number of votes cast are
elected as directors  up to the maximum  number of directors to be chosen at the
meeting.  Consequently,  any shares not voted  (whether  by  abstention,  broker
nonvote or otherwise) have no impact in the election of directors. A quorum is a
majority  of the  Shares  entitled  to vote at the  Annual  Meeting.  The Shares
represented by a proxy marked "withhold" or "abstain" will be considered present
at the Annual Meeting for purposes of determining a quorum.

     As explained in the detailed  instructions  on your GOLD proxy card,  there
are four ways you may vote. You may:

     1.   Sign,  date and return the  enclosed  GOLD proxy card in the  enclosed
          postage-paid  envelope.  We recommend  that you vote on the GOLD proxy
          card even if you plan to attend the Annual Meeting;

     2.   Vote via the Internet by following the voting instructions on the GOLD
          proxy card or the voting instructions provided by your broker, bank or
          other holder of record.  If you submit your vote by Internet,  you may
          incur costs associated with electronic  access,  such as usage charges
          from Internet access providers and telephone companies;

     3.   Vote by  telephone by following  the voting  instructions  on the GOLD
          proxy card or the instructions  provided by your broker, bank or other
          holder of record; or

     4.   Vote in person by attending the Annual  Meeting.  Written ballots will
          be  distributed  to  Stockholders  who wish to vote in  person  at the
          Annual  Meeting.  If you hold your  Shares  through a bank,  broker or
          other custodian,  you must obtain a legal proxy from such custodian in
          order to vote in person at the meeting.

     To submit a proxy with voting  instructions  by  telephone  please call the
telephone  number  listed on the GOLD proxy card.  Proxies may also be submitted
over  the  Internet.  Please  refer  to the  GOLD  proxy  card  for the  website
information.  In each case  Stockholders  will be required to provide the unique
control number which has been printed on each  Stockholder's GOLD proxy card. In
addition to the  instructions  that appear on the GOLD proxy card,  step-by-step
instructions  will  be  provided  by a  recorded  telephone  message  for  those
Stockholders  submitting proxies by telephone,  or at the designated website for
those Stockholders submitting proxies over the Internet. Stockholders submitting
their  proxies with voting  instructions  by telephone or over the Internet will
receive  confirmation  on  the  telephone  that  their  vote  by  telephone  was
successfully  submitted,  and may provide an email address for confirmation that
their vote by Internet was successfully submitted.

     Whether or not you are able to attend the Annual Meeting,  you are urged to
complete the enclosed  GOLD proxy and return it in the enclosed  self-addressed,
prepaid envelope. All valid proxies received prior to the meeting will be voted.
If you specify a choice with respect to any item by marking the  appropriate box
on the proxy, the Shares will be voted in accordance with that specification. IF
NO  SPECIFICATION  IS MADE,  THE SHARES  WILL BE VOTED (I) FOR CARL C. ICAHN FOR
DIRECTOR AND FOR THE PERSONS WHO ARE EXPECTED TO BE NOMINATED BY MOTOROLA (OTHER
THAN MR. JOHN A. WHITE),  FOR DIRECTORS;  (II) FOR THE PROPOSAL 3, (III) ABSTAIN
WITH RESPECT TO THE PROPOSALS 2 AND 4; AND, IN THE PROXY HOLDERS'  DISCRETION AS
TO OTHER  MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL  MEETING.  The names,
backgrounds and qualifications of the Motorola's nominees, and other information
about them, can be found in Motorola's  Proxy  Statement.  There is no assurance
that any of  Motorola's  nominees  will  serve as  directors  if the  Nominee is
elected.

     If you have any  questions  or require any  assistance  in  executing  your
proxy, please call:

                           Innisfree M&A Incorporated
                   Stockholders call toll-free: (877) 825-8772
                 Banks and Brokers call collect: (212) 750-5833


PROXY PROCEDURES

     IN ORDER FOR YOUR VIEWS TO BE  REPRESENTED  AT THE ANNUAL  MEETING,  PLEASE
MARK,  SIGN,  DATE AND RETURN  THE  ENCLOSED  GOLD  PROXY  CARD IN THE  ENCLOSED
POSTAGE-PREPAID ENVELOPE.

     The  accompanying  GOLD proxy  card will be voted at the Annual  Meeting in
accordance with your instructions on such card.

     Only  holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a Stockholder of record on the Record Date, you
will  retain  your  voting  rights at the Annual  Meeting  even if you sell such
shares after the Record  Date.  Accordingly,  it is important  that you vote the
shares held by you on the Record  Date,  or grant a proxy to vote such shares on
the GOLD proxy card, even if you sell such shares after the Record Date.

     IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER  INSTITUTION ON THE RECORD DATE,  ONLY IT CAN VOTE SUCH SHARES AND ONLY
UPON RECEIPT OF YOUR  SPECIFIC  INSTRUCTIONS.  ACCORDINGLY,  PLEASE  CONTACT THE
PERSON  RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR
BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.


REVOCATION OF PROXIES

     Any  Stockholders  of  record  may  revoke  or  change  his  or  her  proxy
instructions at any time prior to the vote at the Annual Meeting by:

     o    submitting  a properly  executed,  subsequently  dated GOLD proxy card
          that will  revoke all prior  proxy  cards,  including  any White proxy
          cards which you may have submitted to Motorola;

     o    instructing  the Icahn  Parties by telephone or via the Internet as to
          how you would like your shares  voted  (instructions  are on your GOLD
          proxy card);

     o    attending  the  Annual  Meeting  and  withdrawing  his or her proxy by
          voting in person  (although  attendance at the Annual Meeting will not
          in and of itself constitute revocation of a proxy); or

     o    delivering  written  notice of revocation  either to the Icahn Parties
          c/o Innisfree M&A Incorporated, 501 Madison Avenue, New York, New York
          10022, or the Corporate  Secretary of Motorola at address  provided by
          Motorola in Motorola's Proxy Statement.

     Although a revocation  is  effective  if  delivered to Motorola,  the Icahn
Parties  request that either the original or a copy of any  revocation be mailed
to the Icahn Parties c/o Innisfree M&A  Incorporated,  501 Madison  Avenue,  New
York, New York 10022, so that the Icahn Group will be aware of all revocations.

     IF YOU  PREVIOUSLY  SIGNED AND RETURNED A WHITE PROXY CARD TO MOTOROLA,  WE
URGE YOU TO REVOKE IT BY (1) SIGNING,  DATING AND RETURNING THE GOLD PROXY CARD,
(2)  INSTRUCTING  US BY  TELEPHONE  OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE
YOUR SHARES VOTED,  (3) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON OR (4)
DELIVERING  A  WRITTEN  NOTICE OF  REVOCATION  TO THE  ICAHN  PARTIES  OR TO THE
CORPORATE SECRETARY OF THE COMPANY.



COST AND METHOD OF SOLICITATION

     Solicitation  of  proxies  shall  be made by  Messrs.  Icahn,  Meister  and
Intrieri.

     The Icahn Parties have retained Innisfree M&A Incorporated ("Innisfree") to
conduct the solicitation,  for which Innisfree is to receive a fee not to exceed
$500,000,  plus  reimbursement for its reasonable  out-of-pocket  expenses.  The
Icahn Parties have agreed to indemnify Innisfree against certain liabilities and
expenses,  including  certain  liabilities  under the federal  securities  laws.
Insofar as indemnification  for liabilities arising under the federal securities
laws may be permitted to Innisfree pursuant to the foregoing provisions, we have
been informed  that in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy and is therefore  unenforceable.
Proxies may be  solicited  by mail,  courier  services,  Internet,  advertising,
telephone or telecopier or in person.  It is  anticipated  that  Innisfree  will
employ  approximately 100 persons to solicit proxies from Motorola  Stockholders
for the  Annual  Meeting.  The  total  expenditures  in  furtherance  of,  or in
connection  with,  the  solicitation  of proxies  is  $150,000  to date,  and is
estimated to be $2,750,000 in total.

     The Icahn Parties intend to seek  reimbursement  for the costs and expenses
associated with the proxy  solicitation in the event that the Nominee is elected
to the Board of Directors of Motorola,  but do not intend to submit the issue of
reimbursement to a vote of security holders.


ADDITIONAL INFORMATION

                  Certain information  regarding the securities of Motorola held
by Motorola's Directors,  nominees,  management and 5% Stockholders is contained
in  Motorola's  Proxy  Statement.  Information  concerning  the  date  by  which
proposals  of  security  holders  intended  to be  presented  at the next annual
meeting of  Stockholders  of Motorola must be received by Motorola for inclusion
in  Motorola's  Proxy  Statement  and form of proxy  for  that  meeting  is also
contained  in  Motorola's  Proxy  Statement.  This  information  is contained in
Motorola's  public filings.  The  Participants  take no  responsibility  for the
accuracy or completeness of such information.


Date: March 26, 2007                       ICAHN PARTNERS LP
                                           ICAHN PARTNERS MASTER FUND LP
                                           ICAHN PARTNERS MASTER FUND II L.P.
                                           HIGH RIVER LIMITED PARTNERSHIP
                                           CARL C. ICAHN






                                   APPENDIX I
                 SECURITY OWNERSHIP OF NOMINEE AND ICAHN PARTIES

(1) Title of    (2) Name of       (3) Amount and         (4) Percent of
    Class (2)       Beneficial        Nature of              Class (5)
                    Owner(3)          Beneficial
                                      Ownership(4)
                                                
--------------- ----------------- ---------------------- --------------
Common Stock    High River             12,982,660            0.54%
--------------- ----------------- ---------------------- --------------
Common Stock    Icahn Master           24,750,709            1.04%
--------------- ----------------- -------------------------------------
Common Stock    Icahn Master II         9,070,027            0.38%
--------------- ----------------- -------------------------------------
Common Stock    Icahn Partners         18,109,904            0.76%



                              BENEFICIAL OWNERSHIP

The Icahn Parties are deemed to beneficially  own (here and as such term is used
in this  Appendix I, as is defined in Rule 13d-3 under the  Securities  Exchange
Act of 1934), in the aggregate, 64,913,300 Shares(6), representing approximately
2.70%(7) of the  Corporation's  outstanding  Shares  (based  upon  2,385,724,367
Shares  stated  to be  outstanding  as of the  Record  Date  by the  Corporation
in Motorola's Proxy Statement).

-----------------------
(2) Please note that in addition to Common Stock,  Icahn Parties also  purchased
certain call options on Shares as described on  Attachment  1to this  Appendix I
and sold certain puts on Shares as described on Attachment 2 to this Appendix I.

(3) Please note that each Record  Holder  listed above is the direct  beneficial
owner of Shares set forth under the heading "(3) Amount and Nature of Beneficial
Ownership" and that  beneficial  ownership of Shares is described in the text of
this Appendix I under the heading "Beneficial Ownership."

(4) Please  note that  amounts of Shares set forth in this  column  include  the
respective amounts of Shares underlying call options purchased by the respective
Icahn Parties as described on Attachment 1 to this Appendix I.

(5) Please note that percentages of ownership set forth in this column take into
account the respective  amounts of Shares  underlying call options  purchased by
the respective Icahn Parties as described on Attachment 1 to this Appendix I and
that such percentages were calculated based on the amount of Shares stated to be
outstanding in Motorola's Proxy Statement.

(6) Please note this amount of Shares  includes the  aggregate  amount of Shares
underlying call options described on Attachment 1 to this Appendix I.

(7) Please note this  percentage  of ownership  takes into account the aggregate
amount of Shares  underlying  call  options  described  on  Attachment  1to this
Appendix I.


High River has sole  voting  power and sole  dispositive  power  with  regard to
12,982,660  Shares(8).  Each of  Hopper,  Barberry  and Carl C. Icahn has shared
voting power and shared  dispositive  power with regard to such Shares.  Each of
Icahn  Master and Icahn  Master II has sole  voting  power and sole  dispositive
power  with  regard  to   24,750,709   Shares(9)   and   9,070,027   Shares(10),
respectively.  Each of Icahn Offshore, CCI Offshore and Carl C. Icahn has shared
voting  power and shared  dispositive  power with regard to such  Shares.  Icahn
Partners  has sole  voting  power  and sole  dispositive  power  with  regard to
18,109,904 Shares(11).  Each of Icahn Onshore, CCI Onshore and Carl C. Icahn has
shared voting power and shared dispositive power with regard to such Shares.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High
River,  is deemed to  beneficially  own the Shares  which  High  River  directly
beneficially owns. Each of Icahn Offshore, CCI Offshore and Mr. Icahn, by virtue
of their relationships to each of Icahn Master and Icahn Master II, is deemed to
beneficially  own the  Shares  which each of Icahn  Master  and Icahn  Master II
directly beneficially owns. Each of Icahn Onshore, CCI Onshore and Mr. Icahn, by
virtue  of their  relationships  to Icahn  Partners,  is  deemed  to  indirectly
beneficially own the Shares which Icahn Partners directly beneficially owns.
-----------------------
(8) Please note this amount of Shares  includes  Shares  underlying call options
purchased by High River as described on Attachment 1to this Appendix I.

(9) Please note this amount of Shares  includes  Shares  underlying call options
purchased by Icahn Master as described on Attachment 1to this Appendix I.

(10) Please note this amount of Shares includes  Shares  underlying call options
purchased by Icahn Master II as described on Attachment 1to this Appendix I.

(11) Please note this amount of Shares includes  Shares  underlying call options
purchased by Icahn Partners as described on Attachment 1to this Appendix I.





                            TWO YEARS SUMMARY TABLES

The following  table  indicates the date of each purchase of Shares by Mr. Icahn
and his affiliates  within the past two years,  and the number of Shares in each
such purchase.(12)  Except as stated below, Mr. Icahn and his affiliates did not
sell any Shares within the past two years.(13):


                                 No. of  Shares
Name              Date           Purchased
                           
----------------- ------------ ------------------
High River        01/18/07          900,000
----------------- ------------ ------------------
High River        01/19/07          460,000
----------------- ------------ ------------------
High River        03/06/07          980,000*
----------------- ------------ ------------------
Icahn Master      01/18/07        2,033,413
----------------- ------------ ------------------
Icahn Master      01/19/07        1,039,300
----------------- ------------ ------------------
Icahn Master      03/06/07          150,815*
----------------- ------------ ------------------
Icahn Master II   03/06/07        2,970,934*
----------------- ------------ ------------------
Icahn Partners    01/18/07        1,566,587
----------------- ------------ ------------------
Icahn Partners    01/19/07          800,700
----------------- ------------ ------------------
Icahn Partners    03/06/07          798,251*


*These amounts consist of the numbers of Shares obtained by the respective Icahn
Parties  as a result  of an  exercise  by each  such  party of their  respective
American call options written by Morgan Stanley and Co.  International  Limited,
which had the strike price of $13.50 and the expiration date of 03/19/07.

Part of the  purchase  price of Shares  purchased  by High  River  was  obtained
through  margin  borrowing.  Shares  purchased by High River are maintained in a
margin account that includes  positions in securities in addition to Shares. The
indebtedness  of the  margin  account  as of March  23,  2007 was  approximately
$337,721,399.

The numbers of Shares set forth in the following table consist of the numbers of
Shares  underlying  American  call  options  written by Morgan  Stanley  and Co.
International  Limited  (which  options  had the strike  price of $13.50 and the
expiration date of 03/19/07) which were sold on 03/19/07 without exercise by the
respective Icahn Parties back to Morgan Stanley and Co. International Limited.




                                No. of  Shares
Name              Date          Underlying Option
                          
----------------- ------------ ---------------------
High River        03/19/07        3,526,840
----------------- ------------ ---------------------
Icahn Master      03/19/07        5,489,372
----------------- ------------ ---------------------
Icahn Master II   03/19/07        6,022,245
----------------- ------------ ---------------------
Icahn Partners    03/19/07        2,595,743

-----------------------
(12)  In  addition,  please  refer  to  Attachment  1 to this  Appendix  I for a
description of certain call options on Shares purchased by Icahn Parties.

(13)  Please  refer to  Attachment  2 to this  Appendix I for a  description  of
certain put options on Shares sold by Icahn Parties.


                           ATTACHMENT 1 TO APPENDIX I

American call options  purchased by Icahn Parties,  which were written by Morgan
Stanley and Co. International  Limited and have $13.50 strike price,  expiration
date 1/16/09,  and provide for a physical settlement (unless an Icahn Party opts
for a cash settlement) and are further described in the chart set forth below:



                 Icahn Partners             Icahn Master                  High River                      Total
                 --------------             ------------                  ----------                      -----
Trade Date  Number of    Option        Number of     Option          Number of     Option        Number of      Option
            Shares       Premium ($)   Shares        Premium ($)     Shares        Premium ($)   Shares         Premium ($)
            Subject                    Subject                       Subject                     Subject
            to Option                  to Option                     to Option                   to Option
                                                                                        
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/19/2007    1,566,639   9,099,039.31   2,033,361    11,809,760.69      900,000    5,227,200.00     4,500,000    26,136,000.00
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/22/2007    2,088,931  10,805,622.28   2,711,069    14,023,817.72    1,200,000    6,207,360.00     6,000,000    31,036,800.00
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/23/2007    1,784,785   8,973,542.02   2,316,495    11,646,873.56    1,025,320    5,155,103.90     5,126,600    25,775,519.48
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/24/2007    1,740,711   8,892,770.29   2,259,289    11,542,029.71    1,000,000    5,108,700.00     5,000,000    25,543,500.00
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/25/2007    1,498,856   7,870,193.08   1,945,384    10,214,822.31      861,060    4,521,253.85     4,305,300    22,606,269.24
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/26/2007      625,646   3,042,829.32     812,034     3,949,327.36      359,420    1,748,039.17     1,797,100     8,740,195.85
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/29/2007    1,740,710   8,291,175.80   2,259,290    10,761,224.20    1,000,000    4,763,100.00     5,000,000    23,815,500.00
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
1/31/2007    1,148,903   7,146,176.66   1,491,177     9,275,120.94      660,020    4,105,324.40     3,300,100    20,526,622.00
----------- ----------- -------------- ------------ --------------- ------------- -------------- ------------- -------------------
   Totals    12,195,181 64,121,348.76  15,828,099    83,222,976.49    7,005,820   36,836,081.32    35,029,100   184,180,406.57







American call options  purchased by Icahn Parties,  which were written by Morgan
Stanley and Co. International  Limited and have $13.50 strike price,  expiration
date 3/19/07,  and provide for a physical settlement (unless an Icahn Party opts
for a cash  settlement)  and are further  described in the chart set forth below
(please note that these  options were sold on 03/19/07  without  exercise by the
respective Icahn Parties back to Morgan Stanley and Co. International Limited):




                     Icahn Partners                   Icahn  Master                    Icahn Master II
=====================================================================================================================

Trade          Number of        Option          Number of         Option         Number of          Option
Date           Shares           Premium ($)     Shares            Premium ($)    Shares             Premium ($)
               Subject                          Subject                          Subject to
               to Option                        to Option                        Option
                                                                                  
-------------- ---------------- --------------- ----------------- --------------- ---------------- ------------------
2/2/2007                                                                              64,426            415,869.83
---------------------------------------------------------------------------------------------------------------------
2/5/2007                                                                           1,856,000         11,910,137.60
---------------------------------------------------------------------------------------------------------------------
2/6/2007                                                                           2,880,000         18,108,576.00
---------------------------------------------------------------------------------------------------------------------
2/7/2007                                           309,725        1,991,376.89       191,656          1,232,252.25
---------------------------------------------------------------------------------------------------------------------
2/12/2007                                          760,756        4,362,859.58       117,241            672,365.41
---------------------------------------------------------------------------------------------------------------------
2/13/2007        771,229        4,518,630.71     1,110,424        6,505,974.22       445,903          2,612,545.68
---------------------------------------------------------------------------------------------------------------------
2/14/2007        562,448        3,326,317.47       740,283        4,378,033.66       297,269          1,758,048.87
---------------------------------------------------------------------------------------------------------------------
3/9/2007         461,688        2,303,361.43     1,474,312        7,355,342.57
---------------------------------------------------------------------------------------------------------------------
3/12/2007        800,378        4,145,157.66     1,093,872        5,665,163.09       169,750            879,135.25
---------------------------------------------------------------------------------------------------------------------
   Totals      2,595,743       14,293,467.27     5,489,372       30,258,750.01     6,022,245         37,588,930.89



                               High River                             Total
================================================================================

Trade          Number of        Option          Number of         Option
Date           Shares           Premium ($)     Shares            Premium ($)
               Subject to                       Subject to
               Option                           Option
                                                      
-------------- --------------- ------------- ----------------- -----------------
2/2/2007                                            64,426          415,869.83
------------------------------------------------------------------------------
2/5/2007         242,840        1,558,328.56     2,098,840       13,468,466.16
--------------------------------------------------------------------------------
2/6/2007         720,000        4,527,144.00     3,600,000       22,635,720.00
--------------------------------------------------------------------------------
2/7/2007         200,000        1,285,900.00       701,381        4,509,529.14
--------------------------------------------------------------------------------
2/12/2007        364,000        2,087,503.60     1,241,997        7,122,728.59
--------------------------------------------------------------------------------
2/13/2007        600,000        3,515,400.00     2,927,556       17,152,550.61
--------------------------------------------------------------------------------
2/14/2007        400,000        2,365,600.00     2,000,000       11,828,000.00
--------------------------------------------------------------------------------
3/9/2007         484,000        2,414,676.00     2,420,000       12,073,380.00
--------------------------------------------------------------------------------
3/12/2007        516,000        2,672,364.00     2,580,000       13,361,820.00
--------------------------------------------------------------------------------
   Totals      3,526,840       20,426,916.16    17,634,200      102,568,064.33







American call options  purchased by Icahn Parties,  which were written by Morgan
Stanley and Co. International  Limited and have $13.50 strike price,  expiration
date 4/4/07,  and provide for a physical  settlement (unless an Icahn Party opts
for a cash settlement) and are further described in the chart set forth below:




                     Icahn Partners                   Icahn  Master                    Icahn Master II
=====================================================================================================================

Trade          Number of        Option          Number of         Option         Number of          Option
Date           Shares           Premium ($)     Shares            Premium ($)    Shares             Premium ($)
               Subject                          Subject                          Subject to
               to Option                        to Option                        Option
                                                                                  
-------------- ---------------- --------------- ----------------- --------------- ---------------- ------------------
3/19/2007      2,595,743       12,277,864.39     5,489,372       25,964,729.56     6,022,245         28,485,218.85
---------------------------------------------------------------------------------------------------------------------



                     High River                       Total
================================================================================

Trade          Number of        Option          Number of         Option
Date           Shares           Premium ($)     Shares            Premium ($)
               Subject to                       Subject to
               Option                           Option
                                                      
-------------- --------------- ------------- ----------------- -----------------
3/19/2007      3,526,840       16,681,953.20    17,634,200       83,409,768.00
--------------------------------------------------------------------------------




American call options purchased by Icahn Parties, which were written by UBS
AG, London Branch and have $11.50 strike  price,  expiration  date 4/20/07,  and
provide  for a  physical  settlement  (unless  an  Icahn  Party  opts for a cash
settlement) and are further described in the chart set forth below:




                     Icahn Partners                   Icahn  Master                    Icahn Master II
=====================================================================================================================

Trade          Number of        Option          Number of         Option         Number of          Option
Date           Shares           Premium ($)     Shares            Premium ($)    Shares             Premium ($)
               Subject                          Subject                          Subject to
               to Option                        to Option                        Option
                                                                                  
-------------- ---------------- --------------- ----------------- --------------- ---------------- ------------------
3/22/2007      153,442         937,883.54       209,710         1,281,810.43     76,848         469,718.03
---------------------------------------------------------------------------------------------------------------------



                     High River                       Total
================================================================================

Trade          Number of        Option          Number of         Option
Date           Shares           Premium ($)     Shares            Premium ($)
               Subject to                       Subject to
               Option                           Option
                                                      
-------------- --------------- ------------- ----------------- -----------------
3/22/2007      110,000       672,353.00          550,000         3,361,765.00
--------------------------------------------------------------------------------





                           ATTACHMENT 2 TO APPENDIX I

European put options sold by Icahn Parties, which were written by Morgan Stanley
and Co.  International  Limited and have $13.50  strike price,  expiration  date
1/16/09, and provide for cash settlement only are further described in the chart
set forth below:



                  Icahn Partners                  Icahn  Master                       High River
                  --------------                  -----  ------                       ----------
Trade        Number of       Option        Number of         Option        Number of             Option
Date         Shares Subject  Premium ($)   Shares Subject    Premium ($)   Shares Subject        Premium ($)
             to Option                     to Option                       Option
                                                                               
--------------------------------------------------------------------------------------------------------------
1/19/2007     1,566,639       15,666.39         2,033,361     20,333.61            900,000        9,000.00
--------------------------------------------------------------------------------------------------------------
1/22/2007     2,088,931       20,889.31         2,711,069     27,110.69          1,200,000       12,000.00
--------------------------------------------------------------------------------------------------------------
1/23/2007     1,784,785       17,847.85         2,316,495     23,164.95          1,025,320       10,253.20
--------------------------------------------------------------------------------------------------------------
1/24/2007     1,740,711       17,407.11         2,259,289     22,592.89          1,000,000       10,000.00
--------------------------------------------------------------------------------------------------------------
1/25/2007     1,498,856       14,988.56         1,945,384     19,453.84            861,060        8,610.60
--------------------------------------------------------------------------------------------------------------
1/26/2007       625,646        6,256.46           812,034      8,120.34            359,420        3,594.20
--------------------------------------------------------------------------------------------------------------
1/29/2007     1,740,710       17,407.10         2,259,290     22,592.90          1,000,000       10,000.00
--------------------------------------------------------------------------------------------------------------
1/31/2007     1,148,903       11,489.03         1,491,177     14,911.77            660,020        6,600.20
--------------------------------------------------------------------------------------------------------------
   Totals    12,195,181      121,951.81        15,828,099    158,280.99          7,005,820       70,058.20


                                Total
                                -----
Trade                Number of           Option
Date                 Shares Subject      Premium ($)
                     to Option
                                   
--------------------------------------------------------
1/19/2007             4,500,000          45,000.00
--------------------------------------------------------
1/22/2007             6,000,000          60,000.00
--------------------------------------------------------
1/23/2007             5,126,600          51,266.00
--------------------------------------------------------
1/24/2007             5,000,000          50,000.00
--------------------------------------------------------
1/25/2007             4,305,300          43,053.00
--------------------------------------------------------
1/26/2007             1,797,100          17,971.00
--------------------------------------------------------
1/29/2007             5,000,000          50,000.00
--------------------------------------------------------
1/31/2007             3,300,100          33,001.00
--------------------------------------------------------
   Totals            35,029,100         350,291.00






IMPORTANT


1.   If your shares are held in your own name,  please  mark,  date and mail the
     enclosed   GOLD  proxy  card  to  our  Proxy   Solicitor,   Innisfree   M&A
     Incorporated, in the postage-paid envelope provided.

2.   If your shares are held in the name of a brokerage  firm,  bank  nominee or
     other  institution,  only it can vote such shares and only upon  receipt of
     your  specific  instructions.  Accordingly,  you should  contact the person
     responsible for your account and give instructions for a GOLD proxy card to
     be signed representing your shares.

3.   If you have already submitted a white proxy card to Motorola for the Annual
     Meeting, you may change your vote to a vote FOR the election of the Nominee
     by marking,  signing, dating and returning the enclosed GOLD proxy card for
     the  Annual  Meeting,  which  must be dated  after  any  proxy you may have
     submitted to Motorola.  ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING
     WILL COUNT AT THE ANNUAL MEETING.

     If you have any  questions  or require any  assistance  in  executing  your
proxy, please call:

                           Innisfree M&A Incorporated
                   Stockholders call toll-free: (877) 825-8772
                 Banks and Brokers call collect: (212) 750-5833





                          PLEASE SEE REVERSE SIDE FOR
                            THREE EASY WAYS TO VOTE!

 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PROXY CARD

MOTOROLA, INC.
2007 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY
CARL C. ICAHN
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II L.P. AND
HIGH RIVER LIMITED PARTNERSHIP

     The  undersigned  hereby  appoints and  constitutes  each of Carl C. Icahn,
Keith A.  Meister,  David  Schechter  and Vincent J.  Intrieri  (acting alone or
together) as proxies,  with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Stockholders of Motorola, Inc. ("Motorola")
to be held on May 7, 2007 at 4:30 p.m.  local time,  and at any  adjournment  or
postponement thereof,  hereby revoking any proxies previously given, to vote all
shares of Common Stock of Motorola held or owned by the  undersigned as directed
below,  and in their  discretion  upon such other matters as may come before the
meeting. IF NO DIRECTION IS MADE WITH RESPECT TO A PROPOSAL,  THIS PROXY WILL BE
VOTED AS FOLLOWS  WITH RESPECT TO ANY SUCH  PROPOSAL:  (I) FOR CARL C. ICAHN FOR
DIRECTOR AND FOR THE PERSONS WHO ARE EXPECTED TO BE NOMINATED BY MOTOROLA (OTHER
THAN MR. JOHN A. WHITE), FOR DIRECTORS;  (II) FOR PROPOSAL 3, (III) ABSTAIN WITH
RESPECT TO PROPOSALS 2 AND 4. THIS PROXY WILL ALSO BE VOTED AT THE DISCRETION OF
THE PROXY  HOLDERS  UPON SUCH OTHER  BUSINESS  AS MAY  PROPERLY  COME BEFORE THE
MEETING. If any nominee for director is unable or declines to serve as director,
this proxy will be voted for any nominee  that any of Icahn  Partners  LP, Icahn
Partners  Master  Fund LP,  Icahn  Partners  Master  Fund II L.P.  or High River
Limited Partnership (collectively, the "Icahn Parties") designates.

           YOUR VOTE IS VERY IMPORTANT--PLEASE VOTE YOUR PROXY TODAY.

           (CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)






                      PROXY SOLICITED BY THE ICAHN PARTIES.

                           YOUR VOTE IS VERY IMPORTANT

         Please take a moment now to vote your shares of Motorola, Inc.
          common stock for the upcoming Annual Meeting of Stockholders.

                    YOU CAN VOTE TODAY IN ONE OF THREE WAYS:

1.   VOTE  BY   TELEPHONE  -  Call   toll-free   from  the  U.S.  or  Canada  at
     1-866-883-2379  on a touch-tone  telephone.  If outside the U.S. or Canada,
     call 1-215-521-1344.  Please follow the simple instructions  provided.  You
     will be required to provide the unique control number printed below.

OR

2.   VOTE BY  INTERNET  - Please  access  HTTPS://WWW.PROXYVOTENOW.COM/MOT,  and
     follow the simple instructions  provided.  Please note you must type an "s"
     after  http.  You will be required  to provide  the unique  control  number
     printed below.



         CONTROL NUMBER:



      You may vote by telephone or Internet 24 hours a day, 7 days a week.
    Your telephone or Internet vote authorizes the named proxies to vote your
         shares in the same manner as if you had executed a proxy card.

OR

3.   VOTE BY MAIL - If you do not have access to a  touch-tone  telephone  or to
     the  Internet  or wish to vote by mail,  please  sign,  date and return the
     proxy  card in the  envelope  provided,  or mail  to:  Icahn  Parties,  c/o
     Innisfree  M&A  Incorporated,  FDR  Station,  P.O. Box 5156,  New York,  NY
     10150-5156.

           TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE AND RETURN
                            IN THE ENVELOPE PROVIDED

 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - -

THE ICAHN  PARTIES  RECOMMEND A VOTE "FOR" THE ELECTION OF ITS NOMINEE AND "FOR"
PROPOSAL 3, AND MAKE NO RECOMMENDATIONS WITH RESPECT TO PROPOSALS 2 AND 4

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

PROPOSAL 1:  To elect (01) Mr. Carl C. Icahn as a director: [ ]      [ ]
                                                            FOR      WITHHELD

     The Icahn  Parties  intend to use this proxy to vote for Mr.  Icahn and for
the persons who have been  nominated  by Motorola to serve as  directors,  other
than the Motorola nominee listed below.  You may withhold  authority to vote for
one or more additional Motorola nominees,  by writing the name of the nominee(s)
below. You should refer to the proxy statement and form of proxy  distributed by
Motorola  for  the  names,  background,  qualifications  and  other  information
concerning the Motorola nominees.

     There is no  assurance  that any of the  Motorola  nominees  will  serve as
directors if the nominee of the Icahn Parties is elected to the board.

     The Motorola nominee with respect to whom the Icahn Parties are NOT seeking
authority to vote for and WILL NOT  exercise  any such  authority is Mr. John A.
White.

     Write in below the names of any  additional  Motorola  nominee(s) for which
authority to vote is withheld:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                               FOR       AGAINST        ABSTAIN

PROPOSAL 2:     Approval of Amendment          [ ]         [ ]            [ ]
                to The Motorola
                Employee Stock
                Purchase Plan of 1999
PROPOSAL 3:     Shareholder Proposal           [ ]         [ ]            [ ]
                re: Shareholder
                Vote on Executive Pay
PROPOSAL 4:     Shareholder Proposal           [ ]         [ ]            [ ]
                re: Recoup Unearned
                Management Bonuses


     Please sign exactly as your name(s)  appear(s) hereon. If shares are issued
     in the name of two or more persons, all such persons should sign the proxy.
     A proxy  executed by a corporation or other company should be signed in its
     name by its authorized officers.  Executors,  administrators,  trustees and
     partners should indicate their positions when signing.



     ------------------------------------------------   ------------------, 2007
             SIGNATURE(S) OF STOCKHOLDER(S)                     DATE




     SIGNATURE (IF HELD JOINTLY):  ______________________________

     ---------------------------------------------------------------------------
     TITLE(S), IF ANY