<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>motsch13damd8ex99-1.txt
<TEXT>
                                                               Execution Version


                                 MOTOROLA, INC.
                            1303 East Algonquin Road
                           Schaumburg, Illinois 60196


                               November 30, 2010

To: Each of the Persons Listed on Schedule A Hereto (the "Icahn Group")

Ladies and Gentlemen:

     This  letter  agreement  shall  become  effective  upon  the appointment or
election  of  Vincent  J.  Intrieri  to  the Board of Directors (the "Board") of
Motorola, Inc. (the "Company"). The Company understands and agrees that, subject
to the terms of, and in accordance with, this letter agreement, Mr. Intrieri (or
any  successor  designated by the Icahn Group, the "Icahn Designee") may, if and
to  the  extent  he  desires  to  do so, disclose information he obtains while a
member  of  the  Board  to  the Representatives (as hereinafter defined) and may
discuss  such  information  with  any and all such persons. As a result, you may
receive  certain  non-public  information regarding the Company. You acknowledge
that  this  information  is  proprietary  to  the  Company and may include trade
secrets  or  other  business  information the disclosure of which could harm the
Company.  In  consideration  for,  and as a condition of, non-public information
being  furnished  to  you (and, subject to the restrictions in paragraph 2, your
agents, representatives, attorneys, advisors, directors, officers and employees,
collectively,  "Representatives"),  you  agree  to treat any and all information
concerning  the  Company  that  is  furnished  to  you  or  your Representatives
(regardless of the manner in which it is furnished, including without limitation
in  written  or  electronic  format  or orally, gathered by visual inspection or
otherwise)  by  the  Icahn Designee, or by or on behalf of the Company, together
with  any  notes, analyses, compilations, studies, interpretations, documents or
records  containing,  referring,  relating  to,  based upon or derived from such
information,  in  whole  or  in  part  (collectively, "Evaluation Material"), in
accordance  with the provisions of this letter agreement, and to take or abstain
from  taking  the  other  actions  hereinafter  set  forth.

     1.  The term "Evaluation Material" does not include information that (i) is
or  has  become  generally  available  to the public other than as a result of a
direct  or  indirect  disclosure  by you or your Representatives in violation of
this  letter  agreement,  (ii)  was  within your or any of your Representatives'
possession  prior  to its being furnished to you by the Icahn Designee, or by or
on behalf of the Company or (iii) is received from a source other than the Icahn
Designee,  the Company or any of its representatives; provided, that in the case
of each of (ii) and (iii) above, the source of such information was not believed
by  you,  after  inquiring  of  the  disclosing  person,  to  be  bound  by  a
confidentiality  agreement  with  or  other  contractual,  legal  or  fiduciary
obligation of confidentiality to the Company with respect to such information at
the  time  the  same  was  disclosed.

     2.  You  hereby  agree  that you and your Representatives will (a) keep the
Evaluation  Material  strictly  confidential  and  (b)  not  disclose any of the
Evaluation  Material  in any manner whatsoever without the prior written consent
of the Company; provided, however, that you may disclose any of such information
to  your  Representatives  (i)  who  need  to know such information for the sole
purpose  of  advising  you  and (ii) who are informed by you of the confidential
nature  of such information; provided, further, that you will be responsible for
any  violation  of this letter agreement by your Representatives as if they were
parties  hereto  except  that you will not be so responsible with respect to any
such  Representative  who  has  executed  a  copy of this letter agreement as an
Additional  Signatory  and  delivered  such  signed  copy  to the Company. It is
understood  and agreed that the Icahn Designee shall not disclose to you or your
Representatives  any Legal Advice (as defined below) that may be included in the
Evaluation  Material  with  respect  to  which  such disclosure would constitute
waiver  of  the Company's attorney client privilege; provided, however, that the
Icahn  Designee  may  provide such disclosure if reputable outside legal counsel
provides  the Company with a written opinion that such disclosure will not waive
the  Company's  attorney  client  privilege  with  respect to such Legal Advice.
"Legal  Advice"  as  used  herein shall be solely and exclusively limited to the
advice  provided  by legal counsel stating legal rights, duties, liabilities and
defenses  and  shall  not  include  factual  information  or  the formulation or
analysis  of  business  strategy.

     3.  In  the  event  that you or any of your Representatives are required by
applicable subpoena, legal process or other legal requirement to disclose any of
the  Evaluation  Material,  you  will  promptly notify (except where such notice
would  be  legally prohibited) the Company in writing by facsimile and certified
mail  so  that  the  Company  may  seek  a protective order or other appropriate
remedy.  Nothing  herein shall be deemed to prevent you or your Representatives,
as  the  case  may  be,  from  honoring a subpoena, legal process or other legal
requirement  that  seek  or  require  discovery, disclosure or production of the
Evaluation  Material  if  (a)  you  produce or disclose only that portion of the
Evaluation  Material  which  your  outside  legal counsel advises you is legally
required  to be so produced or disclosed; or (b) the Company consents in writing
to  having  the  Evaluation  Material  produced  or  disclosed  pursuant  to the
subpoena,  legal process or other legal requirement. In no event will you or any
of  your  Representatives  oppose  action  by the Company to obtain a protective
order or other relief to prevent the disclosure of the Evaluation Material or to
obtain  reliable  assurance  that  confidential  treatment  will be afforded the
Evaluation Material. It is understood that there shall be no "legal requirement"
requiring  you  to disclose any Evaluation Material solely by virtue of the fact
that,  absent such disclosure, you would be prohibited from purchasing, selling,
or  engaging in derivative transactions with respect to, the Common Stock of the
Company  or  otherwise  proposing or making an offer to do any of the foregoing.
Before filing any document with the SEC or other governmental or regulatory body
in  which  you intend to include Evaluation Material that you believe is legally
required  to  be  included  in such a filing, you will submit such filing to the
Company  for review and will not include such Evaluation Material in such filing
if  the  Company  provides  you  (not  more than one business day following your
delivery of such filing to the Company), with a written opinion addressed to you
of  reputable  outside  legal  counsel experienced in the area, stating that the
Evaluation  Material  is  not legally required to be included in such filing and
stating  that  you  may  rely  upon  such  opinion.

     4.  You  acknowledge  that  (a)  none  of  the  Company  or  any  of  its
representatives  makes any representation or warranty, express or implied, as to
the  accuracy  or  completeness  of the Evaluation Material, and (b) none of the
Company  or any of its representatives shall have any liability to you or to any
of  your Representatives relating to or resulting from the use of the Evaluation
Material  or  any  errors  therein  or  omissions  therefrom.  You  and  your
Representatives  shall  not  directly  or  indirectly  initiate  contact  or
communication  with  any executive or employee of the Company other than Gregory
Brown  or  Donald  McLellan  concerning  Evaluation  Material,  or  to  seek any
information  in  connection  therewith  from  any such person other than Gregory
Brown  or  Donald  McLellan,  without  the  prior  consent  of  the  Company.

     5.  All  Evaluation  Material  shall  remain  the  property of the Company.
Neither you nor any of your Representatives shall by virtue of our disclosure of
and/or  your  use  of  any  Evaluation  Material acquire any rights with respect
thereto,  all of which rights (including all intellectual property rights) shall
remain  exclusively  with  the  Company.

     6.  You  acknowledge  that  the Evaluation Material may constitute material
non-public  information  under applicable federal and state securities laws, and
that  you  shall not trade or engage in any derivative transaction, on the basis
of  such  information  in  violation  of  such  laws.

     7.  You  hereby  represent  and  warrant  to  the  Company that this letter
agreement  has  been  duly  authorized,  executed and delivered by you, and is a
valid  and  binding  obligation,  enforceable against you in accordance with its
terms.

     8.  It  is understood and agreed that no failure or delay by the Company in
exercising  any  right,  power  or privilege hereunder shall operate as a waiver
thereof,  nor shall any single or partial exercise thereof preclude any other or
future  exercise  thereof or the exercise of any other right, power or privilege
hereunder.

     9. You acknowledge that the value of the Evaluation Material to the Company
is  unique  and  substantial,  but  may be impractical or difficult to assess in
monetary terms. In the event of an actual or threatened violation of this letter
agreement,  in  addition to any and all other remedies which may be available to
the  Company,  you expressly consent to the Company's seeking the enforcement of
this  letter  agreement  by  injunctive  relief or specific performance, without
proof  of  actual  damages.

     10.  Each  of  the  parties  hereto  (a)  consents  to submit itself to the
personal  jurisdiction of the Court of Chancery or other federal or state courts
of  the  State  of  Delaware  in the event any dispute arises out of this letter
agreement  or the transactions contemplated by this letter agreement, (b) agrees
that it shall not attempt to deny or defeat such personal jurisdiction by motion
or  other  request  for  leave from any such court, (c) agrees that it shall not
bring  any  action  relating  to  this  letter  agreement  or  the  transactions
contemplated  by  this  letter  agreement  in  any court other than the Court of
Chancery  or other federal or state courts of the State of Delaware, and each of
the  parties  irrevocably waives the right to trial by jury, and (d) each of the
parties  irrevocably  consents  to  service  of process by a reputable overnight
delivery service, signature requested, to the address of such parties' principal
place  of  business  or  as  otherwise  provided  by applicable law. THIS LETTER
AGREEMENT  SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION
AND  EFFECT,  BY  THE  LAWS  OF  THE  STATE  OF DELAWARE APPLICABLE TO CONTRACTS
EXECUTED  AND  TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO
THE  CHOICE  OF  LAW  PRINCIPLES  OF  SUCH  STATE.

     11.  This  letter agreement contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and may be amended only by
an  agreement  in  writing  executed  by  the  parties  hereto.

     12.  All  notices,  consents,  requests,  instructions, approvals and other
communications  provided for herein and all legal process in regard hereto shall
be in writing and shall be deemed validly given, made or served, if (a) given by
telecopy and email, when such telecopy is transmitted to the telecopy number set
forth  below  and  sent to the email address set forth below and the appropriate
confirmation  is  received  or  (b)  if  given by any other means, when actually
received  during  normal  business  hours  at  the  address  specified  in  this
subsection:

if to the Company:      MOTOROLA, INC.
                        1303 East Algonquin Road
                        Schaumburg, Illinois 60196
                        Attention: General Counsel
                        Facsimile: (847) 576-3628

with a copy to:         Wachtell, Lipton, Rosen & Katz
                        51 W. 52nd Street
                        New York, NY 10019
                        Attention: Patricia A. Vlahakis
                                   Gregory E. Ostling
                        Facsimile: (212) 403-2000

if to the Icahn Group:  c/o Icahn Associates Corp.
                        767 Fifth Avenue, 47th Floor
                        New York, NY 10153
                        Attention: Keith Schaitkin (kls@sfire.com)
                                   Tara Keating (tk@sfire.com)
                        Facsimile: (212) 688-1158

     13.  If  at  any  time subsequent to the date hereof, any provision of this
letter  agreement  shall  be  held  by any court of competent jurisdiction to be
illegal,  void or unenforceable, such provision shall be of no force and effect,
but  the  illegality  or unenforceability of such provision shall have no effect
upon  the  legality  or  enforceability  of  any  other provision of this letter
agreement.

     14. This letter agreement may be executed in two or more counterparts which
together  shall  constitute  a  single  agreement.

     15.  This letter agreement and the rights and obligations herein may not be
assigned  or  otherwise  transferred,  in  whole  or in part, by you without the
express  written  consent  of  the  Company.

     16. This letter agreement shall expire two years from the date on which the
Icahn  Designee  ceases  to  be  a  director  of  the  Company.

<PAGE>

Please  confirm  your  agreement with the foregoing by signing and returning one
copy  of  this  letter to the undersigned, whereupon this letter agreement shall
become  a  binding  agreement  between  you  and  the  Company.

                                                  Very truly yours,

                                                  MOTOROLA, INC.

                                                  By:  /s/ Gregory Q. Brown
                                                       --------------------
                                                       Name:  Gregory Q. Brown
                                                       Title:  Vice President













  [Signature Page to the Confidentiality Agreement between Motorola and Icahn
                     Group, dated as of November 30, 2010]




<PAGE>

Accepted and agreed as of the date first written above:

                               Icahn Partners LP


                                 By:  /s/ Keith Cozza
                                      ---------------
                                      Name:  Keith Cozza
                                      Title:  Chief Compliance Officer

                               Icahn Partners Master Fund LP


                                 By:  /s/ Keith Cozza
                                      ---------------
                                      Name:  Keith Cozza
                                      Title:  Chief Compliance Officer

                               High River Limited Partnership
                                 By: Hopper Investments LLC, its general partner
                                 By: Barberry Corp., its sole member


                                 By:  /s/ Keith Cozza
                                      ---------------
                                      Name:  Keith Cozza
                                      Title:  Secretary and Treasurer


                               /s/ Carl C. Icahn
                               -----------------
                               Carl C. Icahn



                               /s/ Vincent J. Intrieri
                               -----------------------
                               Vincent J. Intrieri










  [Signature Page to the Confidentiality Agreement between Motorola and Icahn
                     Group, dated as of November 30, 2010]

<PAGE>

                                   SCHEDULE A
                                   ----------

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                         High River Limited Partnership
                                 Carl C. Icahn
                              Vincent J. Intrieri
</TEXT>
</DOCUMENT>
