Icahn Group is Commencing Litigation Today against Motorola in Delaware Chancery Court

Carl Icahn and his affiliates ("Icahn") today released the
attached letter to stockholders of Motorola, Inc. (NYSE MOT), urging
stockholders to elect Frank Biondi, Jr., William R. Hambrecht, Lionel
C. Kimerling and Keith Meister as directors of Motorola at the 2008
annual meeting of stockholders of Motorola.

In addition, today Icahn is filing a lawsuit in the Court of
Chancery of the State of Delaware seeking a court order requiring
Motorola to make certain materials demanded by Icahn from Motorola
available for inspection.

Mr. Icahn stated: "Over the past 12 months the statements and
predictions of Motorola´s management and the Board about Mobile
Devices business have too often proven to be wrong. We want to
ascertain what the Board could have done in the exercise of its
fiduciary duty to assure Motorola stockholders that Motorola´s
statements and predictions were not incorrect and would not provide
Motorola stockholders with an inaccurate perspective on the prospects
for the Mobile Devices business."

Mr. Icahn further stated: "We demanded these materials for the
purposes of enabling us to investigate whether and to what extent the
Board of Directors of Motorola failed in their duties as directors in
supervising management and setting policy and direction of Motorola.
We intend to share with Motorola´s stockholders information obtained
pursuant to the request as part of our proxy battle with Motorola.
Motorola has responded that they will not comply with our demand."

The materials that Icahn is seeking include, among other items:

-- any board and committee minutes and documents relating to (i)
the service and selection of Motorola´s senior officers; (ii)
the prospects or strategy of Motorola´s Mobile Devices
business; and (iii) the realignment of its business regarding
Mobile Devices, including the potential spinoff of the Mobile
Devices business

-- documents, if any, provided to Motorola´s Board of Directors
regarding matters disclosed in certain of Motorola´s press
releases and conference calls concerning the performance of
Motorola, particularly those that contemplated improvements or
changes in the Mobile Device business that have not
materialized

-- documents, if any, showing the use of Motorola´s aircraft and
other property by members of senior management, the board of
directors and their families, including the use of the
aircraft for personal reasons - - including all records
regarding reimbursements to Motorola

The Icahn proxy statement with accompanying GOLD proxy card will
be mailed to Motorola stockholders shortly. Stockholders are urged to
vote for Frank Biondi, Jr., William R. Hambrecht, Lionel C. Kimerling
and Keith Meister as directors of Motorola at the 2008 annual meeting
of stockholders of Motorola.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN,
FRANK BIONDI, JR., WILLIAM R. HAMBRECHT, LIONEL C. KIMERLING, KEITH
MEISTER, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN
PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, HIGH
RIVER LIMITED PARTNERSHIP, BARBERRY CORP., ICAHN ENTERPRISES G.P.
INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P.,
ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF
THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC.
FOR USE AT ITS ANNUAL MEETING, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN
THIS PROXY SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A FORM OF
PROXY WILL BE MAILED TO STOCKHOLDERS OF MOTOROLA, INC., WILL BE
AVAILABLE TO STOCKHOLDERS OF MOTOROLA, INC. FROM THE PARTICIPANTS AT
NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION´S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED
IN SCHEDULE 14A THAT IS BEING FILED BY MR. ICAHN AND CERTAIN OF HIS
AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24,
2008, WHICH DOCUMENT WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION´S WEBSITE AT HTTP://WWW.SEC.GOV.

-0-
*T
Carl C. Icahn
767 Fifth Avenue
New York, New York 10153
*T

Dear Fellow Stockholder,

As we all are painfully aware, over the past 18 months, the market
value of Motorola has dropped by over $37 billion. More than $17 per
share of Stockholder capital has vanished under the "guidance" and
"leadership" of the current Board.

Results in Motorola´s Mobile Devices business have gone from bad
to worse ---- all under the "stewardship" of the Board and management
that assured us during last year´s proxy contest that they had a plan
to right the ship, a "drumbeat" of new products that would address the
needs and desires of the worldwide markets, a software and silicon
strategy that would drive sales and margins, and a management team
that was up to the task..... 2008 was supposed to be a successful and
profitable year in Mobile Devices with the potential to achieve 10%
operating margins in the near future. Instead, the results are a
Stockholders´ nightmare.

Last year I argued that Motorola needed true Stockholder
representation on the Board; unfortunately, we lost that battle in a
close election. Motorola´s Board and management made enough empty
promises to convince Stockholders to give them another chance to get
it right. They didn´t. What we got instead was a year of
revolving-door executives, a leadership vacuum, and accelerating
deterioration at Motorola´s Mobile Devices unit.

PROTECT YOUR INVESTMENT - VOTE FOR OUR NOMINEES

We now have the opportunity to elect four strong individuals with
superlative credentials to the Motorola Board. Three of these
individuals, Frank Biondi, Jr., William R. Hambrecht and Lionel C.
Kimerling, are independent of Icahn. In my opinion they would not only
bring substantial intelligence and experience to the Board but would
broaden its perspective and provide voices to challenge the chaotic
status quo at Motorola. But most importantly, as I said last year, I
am convinced that Motorola must have a large Stockholder on the Board.
Icahn entities currently own approximately 145 million Motorola
shares. Keith Meister is a top member of the Icahn team and a
principal in our funds, which manage over $8 billion of assets. He has
been the Chief Executive Officer/Principal Executive Officer of Icahn
Enterprises L.P. since 2003, the stock of which has increased from $8
to $80 per share during his tenure. He will have 145 million reasons
to advance all Stockholders´ interests. However, the Motorola Board,
the members of which in the aggregate own less than 1.5 million
Motorola shares (excluding option shares), - has found that Mr.
Meister is not "qualified." It should be noted that the nominating
committee never even deigned to give Mr. Meister an interview, even
though accepting Mr. Meister might avert a distracting proxy fight -
just another example of the Board´s insular ways and flawed judgment.
One must wonder what it takes to be board "qualified" at Motorola. Is
it the ability to lose $37 Billion? And what "qualified" Greg Brown to
be the CEO? He certainly - as far as I can ascertain - has no in-depth
experience or knowledge concerning the Mobile Devices business, which
was and is by far the major problem for Motorola. Hopefully, our
litigation with Motorola will soon reveal just how hard our
"blue-ribbon board" tried to find an alternative to the "qualified"
Mr. Brown.

I am convinced that Stockholders need to elect ALL of our
candidates to send a message to Motorola´s management and remaining
directors that the "status quo" at Motorola and inside its boardroom
is no longer acceptable. It is essential to the future of Motorola
that its directors realize that the BOARD, especially at this
precarious time, is NOT A COUNTRY CLUB OR A FRATERNITY, and that truly
"qualified" people whose interests are truly aligned with
Stockholders, are needed on the Board in order to save Motorola. I
urge all Stockholders to exercise their voting franchise AND ELECT ALL
FOUR OF OUR NOMINEES.

As you may know, the Board has finally announced that it is
"studying" a restructuring at Motorola, including a possible spin off
of Mobile Devices----a position that we have supported for months (in
fact, in an interesting " coincidence" this announcement by Motorola
came the day before we were required to submit the names of potential
nominees under the Motorola bylaws). However, it has been almost two
months and Stockholders, customers, employees and vendors are still
waiting for Motorola´s "august" Board to make a decision. Meanwhile,
the Mobile Devices business is melting and the Board is still
"studying". Now is the time for action, not more indecision. It is
therefore especially vital that we have the right people on the Board
to drive, guide and monitor this restructuring and spin off process
through to completion. This will provide Stockholders the best
opportunity to get it right.

SPIN-OFF MOBILE DEVICES WITH A NEW STRONG CEO AND RESTORE THIS
ICONIC BRAND

We believe that Motorola´s Board and its ever-shifting management
team have proven themselves unable to fix Motorola. Their oft repeated
and ultimately empty promises of better times ahead (see Motorola´s
Record of Failed Leadership below) leave us doubting that they either
have, or ever had, any real handle on what Motorola is doing and where
it is heading. MOTOROLA´S STOCK PRICE OVER THE LAST YEAR TELLS THE
STORY BETTER THAN ANY WORDS CAN.

We are convinced that two things are necessary to restore value to
Motorola Stockholders:

-- Spin-off the Mobile Device operations to Stockholders as a
wholly separate company with a new CEO. The Mobile Devices
industry is driven by unceasing innovation and creativity,
neither of which can exist in an organization subject to
constant turmoil. Mobile Devices needs a new CEO and new
management team free from the inept current leadership of
Motorola. I believe that no new "top-notch" Mobile Devices
management team will be willing to report to or be involved in
any way with the current Motorola management or Board. A
separate Mobile Devices company would have the independence
and flexibility that, in our opinion, are required to succeed
and achieve the potential of its iconic brand. Today,
Motorola´s stock price reflects no value for the Mobile
Device´s business. We believe that outside Motorola, with a
new management team and renewed vigor, its value to both
Stockholders and the market will become apparent.

-- Give Stockholders a strong and capable voice in the Boardroom.
I believe Stockholders should not be forced to tolerate the
erosion of the value of their investment brought about by the
lack of judgment and oversight of the current Board. When you
consider the statements and assurances that management and the
Board are sure to make in this proxy contest remember the
statements and assurances given last year. A strong mandate
from Stockholders electing all of our four nominees is, in my
opinion, absolutely necessary to save this once great American
company. Do not allow the past to repeat itself - elect all
four Icahn nominees with a clear mandate for change.

Empty Promises

Motorola´s Record of Failed Leadership

Consider the following statements made by Motorola´s management
and Board over the past 18 months:

October 17, 2006 - "With our new portfolio of mobile devices
shipping in volume this quarter...we look forward to continued
successes in the months and year ahead."

Motorola shares closed at $24.85.

January 19, 2007 - "I am confident that we remain well positioned
for continued growth and success." ... "we will continue to execute on
our focused, strategic plan to create value for our shareholders."

Motorola shares closed at $19.27.

March 21, 2007 - "the actions that we outlined in January were not
progressing fast enough, if at all."

Motorola shares closed at $18.74.

April 18, 2007 - "This is a great business with a substantially
growing market that requires a high degree of R&D investment, supply
chain excellence, a cost structure that requires maniacal focus and
flawless execution. We know how to do this and have done it for almost
three years."

Motorola shares closed at $18.22.

May 3, 2007 - Your Board and management are also committed to
restoring the profitability of our Mobile Devices business, and are
executing a comprehensive plan for doing so. Mobile Devices is a great
business in a growing market, and your Board and management have a
strong plan for its success. Our plan draws our many years of
unprecedented success in this challenging market, as well as the
expertise of our newly strengthened management team. Together, we are
taking aggressive actions to improve the performance of our Mobile
Devices business."

Motorola´s shares closed at $17.73.

July 19, 2007 - "In Mobile Devices we did not achieve the level of
sales and unit shipments that we had expected, primarily in Asia and
the Middle East and Africa. Europe, as we have been saying all year,
continues to be a challenge"

Motorola shares closed at $18.22.

September 7, 2007 - Mobile devices, as far as we´re concerned, is
a double digit operating earnings business. We´ve been there, we know
how to do it, and we will do it again."

Motorola´s shares closed at $17.13.

October 25, 2007 - "with ... the initiatives we are taking in
Mobile Devices we will further improve our performance and create
long-term shareholder value."

Motorola´s shares closed at $19.30.

January 23, 2008 - "We are ... working to get Mobile Devices back
on track."

Motorola´s shares closed at $10.01.

As of the date of this letter, Motorola stock is trading at $9.25.
Mobile Devices has run through four unit heads. Its market share has
been almost halved since the fourth quarter of 2006. Sales have
plummeted. Operating income has fallen from $2.7 billion in 2006 to a
loss of $700 million in 2007 and increased losses are projected in the
first quarter of 2008. Meanwhile, Motorola´s corporate leadership has
been in constant turmoil. Motorola has had two CEO´s and three CFO´s
in little over a year.

The board of a public company is there to oversee management and
help guide the company, not man the turnstiles of the executive suite.
A board´s purpose is to provide stability and direction. A significant
Stockholder presence on Motorola´s Board might have helped avoid the
staggering failure of leadership at Motorola. Stockholders have
suffered and Motorola has been damaged. We are convinced that your
vote for our nominees can help prevent further harm. Consider the
backgrounds of our highly qualified nominees:

Frank Biondi, Jr.

Mr. Frank Biondi, Jr. is well recognized as a senior executive
with substantial experience, including nearly a decade as President
and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director
of Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of
New York Company, Inc. and Seagate Technology.

William R. Hambrecht

Mr. William R. Hambrecht is the Founder, Chairman and Chief
Executive Officer of WR Hambrecht & Co., which was instrumental in
persuading Google to use an Internet-based auction for their initial
public offering. He also co-founded Hambrecht & Quist, an
internationally recognized leader as an investment banker to high
technology entities, with early involvement in companies such as Apple
Computer, Genentech and Adobe Systems. Hambrecht & Quist was sold to
the Chase Manhattan Bank in 1999.

Lionel C. Kimerling

Lionel C. Kimerling is the Thomas Lord Professor of Materials
Science and Engineering at Massachusetts Institute of Technology.
Since 1993, Mr. Kimerling has been Director of the MIT Materials
Processing Center where he conducts an active research program in the
structure, properties and processing of semiconductor materials, and
since 1997 he has been Director of the MIT Microphotonics Center.
Prior to joining the MIT faculty, he was Head of the Materials Physics
Research Department at AT&T Bell Laboratories from 1981 to 1990.

Keith Meister

Keith Meister has been the Chief Executive Officer/Principal
Executive Officer of Icahn Enterprises L.P. since 2003, the stock of
which has increased from $8 to $80 per share during his tenure. Mr.
Meister also serves as a Managing Director and senior member of the
investment team of the Icahn investment funds which manage over $8
billion of assets. He also serves on the boards of directors of XO
Holdings, Inc., WCI Communities, Inc., and Federal-Mogul Corporation.

We urge you to support the election of ALL FOUR OF OUR NOMINEES.
Help us bring significant and, we believe, sorely needed Stockholder
representation, to the Motorola Board.

Sincerely,

Carl C. Icahn