Exhibit 12

                         FORM OF REMARKETING AGREEMENT

          REMARKETING AGREEMENT, dated as of [     ], 2001 (the "Agreement") by
and between Motorola, Inc., a Delaware corporation (the "Company"), [      ],
not individually but solely as Purchase Contract Agent (the "Purchase Contract
Agent") and as attorney-in-fact of the Holders of Purchase Contracts (as defined
in the Purchase Contract Agreement (as defined herein)), and [      ] (the
"Remarketing Agent").

                                  WITNESSETH:

          WHEREAS, the Company issued $1,050,000,000 (or up to $1,200,000,000 if
the underwriter's over-allotment option was exercised in full) aggregate stated
amount of its Equity Security Units (the "Equity Security Units") under the
Purchase Contract Agreement, dated as of October 31, 2001, by and between the
Purchase Contract Agent and the Company (the "Purchase Contract Agreement"); and

          WHEREAS, the Company issued concurrently in connection with the
issuance of the Equity Security Units $1,050,000,000 (or up to $1,200,000,000 if
the underwriter's over-allotment option was exercised in full) aggregate
principal amount of Senior Notes due November 16, 2007 (the "Notes") of the
Company; and

          WHEREAS, the Notes forming a part of the Equity Security Units have
been pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as
of October 31, 2001, by and among the Company, The Chase Manhattan Bank, a New
York banking corporation, as collateral agent (the "Collateral Agent"), and the
Purchase Contract Agent, to secure the Equity Security Unit Holders' obligations
under the related Purchase Contract on the Stock Purchase Date; and

          WHEREAS, the Remarketing Agent will attempt on the Remarketing Date to
remarket all of (i) the Notes of Normal Units Holders, other than the Notes of
Normal Units Holders who elect not to participate in the remarketing, and (ii)
the Separate Notes of Holders who elect to participate in the remarketing,
pursuant respectively to the procedures set forth in Section 5.4(b) of the
Purchase Contract Agreement and Section 4.5(d) of the Pledge Agreement (each of
which Sections is incorporated herein by reference); and

          WHEREAS, in the event the remarketing on the Remarketing Date is
unsuccessful, the Remarketing Agent will remarket the Notes to be included in
the remarketing on each of the two Business Days immediately following the
Remarketing Date, and, if necessary, will attempt to remarket such Notes on each
of the three Business Days immediately preceding October 1, 2004 and, if
necessary, will further attempt to remarket such Notes on each of the three
Business Days immediately preceding the Stock Purchase Date; and

          WHEREAS, in the event of a successful remarketing on the Remarketing
Date or any Subsequent Remarketing Date, as the case may be, the applicable
interest rate on the Notes included in such successful remarketing will be reset
on such Remarketing Date or on any

                                       1



Subsequent Remarketing Date to the Remarketing Rate to be determined by the
Remarketing Agent (as defined below) such that the then current aggregate market
value of the Notes will equal at least 100.50% of the Remarketing Value (as
described in the Purchase Contract Agreement) as of such Remarketing Date or
Subsequent Remarketing Date, provided that in the determination of such
Remarketing Rate, the Company shall, if applicable, limit the Remarketing Rate
to the maximum rate permitted by applicable law; and

          WHEREAS, the Company has requested [            ] to act as the
Remarketing Agent, and as such to perform the services described herein; and

          WHEREAS, [          ] is willing to act as the Remarketing Agent and
as such to perform such duties on the terms and conditions expressly set forth
herein;

          NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:

          Section 1.  Definitions.

          Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the Purchase Contract Agreement or, if not therein
defined, the Pledge Agreement.

          Section 2.  Appointment and Obligations of Remarketing Agent.

          (a)  The Company hereby appoints [        ] and [        ] hereby
accepts such appointment, (i) as the Remarketing Agent to determine, in
consultation with the Company, in the manner provided for herein and in the
Indenture (as in effect on the date of this Remarketing Agreement) with respect
to the Notes, the Remarketing Rate that, in the opinion of the Remarketing
Agent, will, when applied to the Notes (assuming, even if not true, that all of
the Notes are included in the remarketing), enable the then current aggregate
market value of the Notes to have a value equal to at least 100.50% of the
Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing
Date, as the case may be, provided that the Company, by notice to the
Remarketing Agent prior to (A) the [tenth] Business Day preceding the
Remarketing Date, with respect to any remarketing to occur on either the
Remarketing Date or the two Business Days immediately following such Remarketing
Date, (B) the [thirteenth] Business Day preceding October 1, 2004 with respect
to any remarketing to occur on any of the three Business Days immediately
preceding October 1, 2004, or (C) the [thirteenth] Business Day preceding the
Stock Purchase Date with respect to any remarketing to occur on any of the three
Business Days immediately preceding such Stock Purchase Date, shall, if
applicable, limit the Remarketing Rate so that it does not exceed the maximum
rate permitted by applicable law, and (ii) as the exclusive Remarketing Agent
(subject to the right of such Remarketing Agent to appoint additional
remarketing agents hereunder as described below) to remarket the Notes to be
included in the remarketing on the Remarketing Date or any Subsequent
Remarketing Date, as the case may be. The Company agrees that the Remarketing
Agent shall have the right, on 15 Business Days notice to the Company, to
appoint one or more additional remarketing agents so long as any such additional
remarketing agents

                                       2



shall be reasonably acceptable to the Company. Upon any such appointment, the
parties shall enter into an appropriate amendment to this Agreement to reflect
the addition of any such remarketing agent.

          (b) Subject to the terms and conditions set forth herein, the
Remarketing Agent shall use its commercially reasonable best efforts to (i)
remarket on the Remarketing Date the Notes that the Purchase Contract Agent
shall have notified the Remarketing Agent are to be remarketed at a Remarketing
Rate such that the then current aggregate market value of the Notes is equal to
at least 100.50% of the Remarketing Value, and (ii) in the event the Remarketing
Agent cannot establish such a Remarketing Rate on the Remarketing Date, attempt
to remarket such Notes on each of the two Business Days immediately following
the Remarketing Date and, if necessary, on each of the three Business Days
immediately preceding October 1, 2004, and, if necessary, on each of the three
Business Days immediately preceding the Stock Purchase Date, in each case at a
Remarketing Rate such that the then current aggregate market value of the Notes
is equal to at least 100.50% of the Remarketing Value, and (ii) in the event of
a Last Failed Remarketing, promptly return the Separate Notes, if any, included
in such Last Failed Remarketing to the Custodial Agent to release to the Holders
of such Separate Notes in accordance with Section 4.5(d) of the Pledge Agreement
(which Section is incorporated herein by reference). After deducting the fee
specified in Section 3 below, the proceeds of any such remarketing shall be
delivered to the Purchase Contract Agent in accordance with Section 4.5(a) of
the Pledge Agreement (which Section is incorporated herein by reference) and
Section 5.4(b) of the Purchase Contract Agreement. The right of each Holder of
Normal Units or Separate Notes to have Notes included in any remarketing shall
be limited to the extent that (i) the Remarketing Agent conducts a remarketing
on the Remarketing Date or on any Subsequent Remarketing Date, as the case may
be, pursuant to the terms of this Agreement, (ii) the Notes included in a
remarketing have not been called for redemption pursuant to the Purchase
Contract Agreement, (iii) the Remarketing Agent is able to find a purchaser or
purchasers for the Notes included in a remarketing at a Remarketing Rate such
that the then current aggregate market value of the Notes is equal to at least
100.50% of the Remarketing Value, and (iv) such purchaser or purchasers deliver
the purchase price therefor to the Remarketing Agent as and when required.

          (c) It is understood and agreed that the Remarketing Agent shall not
have any obligation whatsoever to purchase any Notes, whether in a remarketing
held on the Remarketing Date or on any Subsequent Remarketing Date or otherwise,
and shall in no way be obligated to provide funds to make payment upon tender of
Notes for remarketing or to otherwise expend or risk their own funds or incur or
be exposed to financial liability in the performance of their respective duties
under this Agreement. The Company shall not be obligated in any case to provide
funds to make payment upon delivery of Notes for remarketing.

          Section 3. Fees.

          In the event of a successful remarketing, the Remarketing Agent shall
retain as a remarketing fee (the "Remarketing Fee") an amount not exceeding 25
basis points (0.25%) of the total proceeds received in connection with any such
remarketing. Payment of such Remarketing Fee shall be made by the Company on the
date of any such successful remarketing in

                                       3


immediately available funds or, upon the instructions of the Remarketing Agent,
by certified or official bank check or checks or by wire transfer.

          Section 4. Replacement and Resignation of Remarketing Agent.

          (a)  The Company may in its absolute discretion replace [          ]
as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time
(i) on the [eleventh] Business Day immediately prior to the Remarketing Date in
the case of a remarketing to occur on the Remarketing Date or any of the two
Business Days immediately following the Remarketing Date, (ii) the [fourteenth]
Business Day immediately prior to October 1, 2004 in the case of a remarketing
to occur on a Subsequent Remarketing Date immediately following a Failed
Remarketing on any of the two Business Days immediately following the
Remarketing Date, or (iii) the [fourteenth] Business Day immediately prior to
the Stock Purchase Date in the case of a remarketing to occur on any of the
three Business Days immediately prior to the Stock Purchase Date. Any such
replacement shall become effective upon the Company's appointment of a successor
to perform the services that would otherwise be performed hereunder by the
Remarketing Agent. Upon providing such notice, the Company shall use all
reasonable efforts to appoint such a successor and to enter into a remarketing
agreement with such successor as soon as reasonably practicable.

          (b) [              ] may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent by giving notice prior
to 3:00 p.m., New York City time (i) on the [eleventh] Business Day immediately
prior to the Remarketing Date in the case of a remarketing to occur on the
Remarketing Date or any of the two Business Days immediately following the
Remarketing Date, (ii) the [fourteenth] Business Day immediately prior to
October 1, 2004 in the case of a remarketing to occur on a Subsequent
Remarketing Date immediately following a Failed Remarketing on any of the two
Business Days immediately following the Remarketing Date, or (iii) the
[fourteenth] Business Day immediately prior to the Stock Purchase Date in the
case of a remarketing to occur on any of the three Business Days immediately
prior to the Stock Purchase Date. Any such resignation shall become effective
upon the Company's appointment of a successor to perform the services that would
otherwise be performed hereunder by the Remarketing Agent. Upon receiving notice
from the Remarketing Agent that it wishes to resign hereunder, the Company shall
appoint such a successor and enter into a remarketing agreement with it as soon
as reasonably practicable.

          Section 5. Dealing in the Securities.

          The Remarketing Agent, when acting hereunder or when acting in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Notes, Stripped Units, Normal Units or any
other securities of the Company. With respect to any Notes, Stripped Units,
Normal Units or any other securities of the Company owned by it, the Remarketing
Agent may exercise any vote or join in any action with like effect as if it did
not act in any capacity hereunder. The Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or have an interest
in any financial or other transaction with the Company as freely as if it did
not act in any capacity hereunder.

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          The Company or its affiliates may, to the extent permitted by law,
purchase any Notes that are remarketed by any Remarketing Agent.

          Section 6. Registration Statement and Prospectus.

          (a) In connection with any remarketing to occur on the Remarketing
Date or any Subsequent Remarketing Date, if and to the extent required, in the
view of counsel (which need not be an opinion) for each of the Remarketing Agent
and the Company, by applicable law, regulations or interpretations in effect at
the time of any such Remarketing Date or Subsequent Remarketing Date, as the
case may be, the Company shall use its reasonable efforts, if requested by the
Remarketing Agent, (i) (A) to have a registration statement relating to the
Notes effective under the Securities Act of 1933 and (B) to furnish a current
preliminary prospectus and, if applicable, a current preliminary prospectus
supplement (in such quantities as the Remarketing Agent may reasonably request),
to be used by the Remarketing Agent in a remarketing pursuant hereunder, in each
case by a date that is no later than (x) [     ] Business Days prior to the
Remarketing Date in the case of a remarketing to occur on the Remarketing Date
or on any of the two Business Days immediately following the Remarketing Date,
(y) [   ] Business Days prior to October 1, 2004 in the case of a remarketing to
occur on any of the three Business Days prior to October 1, 2004, or (z) [   ]
Business Days prior to the Stock Purchase Date in the case of a remarketing to
occur on any of the three Business Days immediately prior to the Stock Purchase
Date (or in each such case, at such earlier date as the Remarketing Agent may
reasonably request), and (ii) if requested by the Remarketing Agent, shall
furnish a current final prospectus and, if applicable, a final prospectus
supplement, to be used by the Remarketing Agent in the remarketing pursuant
hereunder, by a date that is no later than (x) [    ] Business Days prior to the
Remarketing Date in the case of a remarketing to occur on the Remarketing Date
or on any of the two Business Days immediately following the Remarketing Date,
(y) [     ] Business Days prior to October 1, 2004 in the case of a remarketing
to occur on any of the three Business Days prior to October 1, 2004, or (z)
[     ] Business Days prior to the Stock Purchase Date in the case of a
remarketing to occur on any of the three Business Days immediately prior to the
Stock Purchase Date (or in each such case, at such earlier date as the
Remarketing Agent may reasonably request). The Company shall pay all expenses
relating thereto.

          (b) If in connection with any remarketing, it shall not be possible,
in the view of counsel (which need not be an opinion) for each of the
Remarketing Agent and the Company, under applicable law, regulations or
interpretations in effect as of the Remarketing Date or Subsequent Remarketing
Date, as the case may be, to register the offer and sale by the Company of the
Notes under the Securities Act of 1933 as otherwise contemplated by this Section
6, the Company (i) shall use its reasonable efforts to take, or cause to be
taken, all action and to do, or cause to be done, all things necessary, proper
and advisable to permit and effectuate the offer and sale of the Notes in
connection with any remarketing pursuant hereunder without registration under
the Securities Act of 1933 pursuant to an exemption therefrom, if available,
including the exemption afforded by Rule 144A under the rules and regulations
promulgated under the Securities Act of 1933 by the Securities and Exchange
Commission, (ii) if requested by the Remarketing Agent, shall furnish a current
preliminary remarketing memorandum and a current final remarketing memorandum
(in such quantities as the Remarketing Agent may reasonably request) to be used
by the Remarketing Agent in any remarketing pursuant hereunder, in each

                                       5



case by a date that is not later than (A) [     ] Business Days prior to the
Remarketing Date, in the case of a remarketing to occur on the Remarketing Date
or on any of the two Business Days immediately following the Remarketing Date,
(B) [   ] Business Days prior to October 1, 2004 in the case of a remarketing to
occur on any of the three Business Days prior to October 1, 2004, or (C) [   ]
Business Days prior to the Stock Purchase Date in the case of a remarketing to
occur on any of the three Business Days prior to the Stock Purchase (or in
either case such earlier date as the Remarketing Agent may reasonably request).
The Company shall pay all expenses relating thereto.

          (c) The Company shall also take all such actions as may (upon advice
of counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with any remarketing.

          Section 7. Conditions to the Remarketing Agent's Obligations.

          (a) The obligations of the Remarketing Agent under this Agreement
shall be subject to the terms and conditions hereunder, including, without
limitation, the following conditions: (i) the Notes to be included in any
remarketing have not been called for redemption, (ii) the Remarketing Agent is
able to find a purchaser or purchasers for Notes included in any remarketing at
a price not less than 100.50% of the Remarketing Value, (iii) the Purchase
Contract Agent, the Collateral Agent, the Custodial Agent, the Securities
Intermediary, the Company and the Trustee shall have performed their respective
obligations in connection with any remarketing pursuant hereunder and pursuant
to the Purchase Contract Agreement, the Pledge Agreement, the Indenture, and
this Agreement (including, without limitation, the Collateral Agent's giving the
Remarketing Agent notice of the aggregate principal amount, as the case may be,
of the Notes to be remarketed, no later than 10:00 a.m., New York City time, on
the third Business Day preceding the Remarketing Date and concurrently
delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event
of Default (as defined in the Indenture) shall have occurred and be continuing,
(v) the accuracy of the representations and warranties of the Company included
in this Agreement or in certificates of any officer of the Company or any of its
subsidiaries delivered pursuant to the provisions included in this Agreement,
(vi) the performance by the Company of its covenants and other obligations
included herein, and (vii) the satisfaction of the other conditions set forth in
this Agreement.

          (b) If at any time during the term of this Agreement, any Event of
Default or event that with the passage of time or the giving of notice or both
would become an Event of Default has occurred and is continuing under the
Indenture, then the obligations and duties of the Remarketing Agent under this
Agreement shall be suspended until such default or event has been cured. The
Company will promptly give the Remarketing Agent notice of all such defaults and
events of which the Company is aware.

          Section 8. Termination of Remarketing Agreement.

          This Agreement shall terminate as to any Remarketing Agent which is
replaced on the effective date of its replacement pursuant to Section 4(a)
hereof or pursuant to Section 4(b) hereof. Notwithstanding the foregoing, the
obligations set forth in Section 3 hereof shall

                                       6



survive and remain in full force and effect until all amounts payable under said
Section 3 shall have been paid in full; provided, however, that if any
Remarketing Agent resigns, then the obligations set forth in Section 3 hereof
shall not survive the termination of this Agreement and no fee shall be payable
to such Remarketing Agent in such capacity. In addition, each former Remarketing
Agent shall be entitled to the rights and benefits under Section 10 of this
Agreement notwithstanding the replacement or resignation of such Remarketing
Agent.

          Section 9. Remarketing Agent's Performance; Duty of Care.

          The duties and obligations of the Remarketing Agent shall be
determined solely by the express provisions hereunder. No implied covenants or
obligations of or against the Remarketing Agent shall be read into this
Agreement. In the absence of a final judicial determination of willful
misconduct, bad faith or gross negligence on the part of the Remarketing Agent,
the Remarketing Agent may conclusively rely upon any document furnished to it
which purports to conform to the requirements hereunder as to the truth of the
statements expressed therein. The Remarketing Agent shall be protected in acting
upon any document or communication reasonably believed by it to be signed,
presented or made by the proper party or parties. The Remarketing Agent shall
not have any obligation to determine whether there is any limitation under
applicable law on the Remarketing Rate on the Notes or, if there is any such
limitation, the maximum permissible Remarketing Rate on the Notes, and it shall
rely solely upon timely written notice from the Company pursuant to Section 2(a)
hereof as to whether or not there is any such limitation and, if so, the maximum
permissible Remarketing Rate. The Remarketing Agent shall not incur any
liability under this Agreement to any beneficial owner or holder of Notes, or
other securities, either in its individual capacity or as Remarketing Agent, as
the case may be, for any action or failure to act in connection with the
Remarketing or otherwise in connection with the transactions contemplated by
this Agreement, except to the extent that such liability has, by final judicial
determination, resulted from the willful misconduct, bad faith or gross
negligence of the Remarketing Agent or by its failure to fulfill their express
obligations hereunder. The provisions of this Section 9 shall survive any
termination of this Agreement and shall also continue to apply to every
Remarketing Agent notwithstanding its resignation or removal.

          Section 10. Indemnification.

          The Company agrees to indemnify the Remarketing Agent for, and to hold
it harmless from and against, any loss, liability or reasonable out-of-pocket
expense incurred without negligence, willful misconduct or bad faith on its
part, arising out of or in connection with the acceptance or administration of
its powers and duties under this Agreement, including the reasonable out-of-
pocket costs and expenses (including reasonable fees and expenses of counsel) of
defending itself against any claim or liability in connection with the exercise
or performance of such powers and duties or collecting such amounts. The
Remarketing Agent shall promptly notify the Company of any third party claim
which may give rise to the indemnity hereunder and give the Company the
opportunity to participate in the defense of such claim with counsel reasonably
satisfactory to the indemnified party, and no such claim shall be settled
without the written consent of the Company, which consent shall not be
unreasonably withheld.

                                       7



          Section 11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

          Section 12. Term of Agreement. (a) Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided herein,
this Agreement shall remain in full force and effect from the date hereof until
the Business Day immediately following the Remarketing Date or any Subsequent
Remarketing Date, as applicable, in the case of any successful remarketing held
on any such date. Anything herein to the contrary notwithstanding, the
provisions of the last section of Section 8 hereof and the provisions of
Sections 3, 9, 10 and 12(b) hereof shall survive any termination of this
Agreement and remain in full force and effect; provided, however, that if any
Remarketing Agent resigns, then the obligations set forth in Section 3 hereof
shall not survive the termination of this Agreement and no fee shall be payable
to such Remarketing Agent in such capacity.

          (b) All representations and warranties included in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
or thereto, shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Remarketing Agent or any of their
controlling persons, or by or on behalf of the Company or the Purchase Contract
Agent, and shall survive the remarketing of the Notes.

          Section 13. Successors and Assigns. The rights and obligations of the
Company and the Purchase Contract Agent (both in its capacity as Purchase
Contract Agent and as attorney-in-fact) hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Remarketing Agent, which consent shall not be unreasonably withheld. The rights
and obligations of the Remarketing Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the Company,
except that the Remarketing Agent shall have the right to appoint additional
remarketing agents as provided herein. This Agreement shall inure to the benefit
of and be binding upon the Company, the Purchase Contract Agent and the
Remarketing Agent and their respective successors and assigns and the other
Indemnified Parties (as defined in Section 10 hereof) and the successors,
assigns, heirs and legal representatives of the Indemnified Parties. The terms
"successors" and "assigns" shall not include any purchaser of Securities or
Notes merely because of such purchase.

          Section 14. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that
such section headings are not a part of this Agreement and will not be used in
the interpretation of any provision of this Agreement.

          Section 15. Severability. If any provision of this Agreement shall be
held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable
as applied in any particular case in any or all jurisdictions because it
conflicts with any provisions of any constitution, statute, rule or public
policy or for any other reason, then, to the extent permitted by law, such
circumstances shall not have the effect of rendering the provision in question
invalid, inoperative or unenforceable in any other case, circumstances or
jurisdiction, or of rendering any

                                       8



other provision or provisions of this Agreement, as the case may be, invalid,
inoperative or unenforceable to any extent whatsoever.

          Section 16. Counterparts. This Agreement may be executed in
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.

          Section 17. Amendments. This Agreement may be amended by any
instrument in writing signed by the parties hereto.

          Section 18. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, registered
or certified mail, return receipt requested and postage prepaid. All such
notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to Motorola Corporation, 1303 East Algonquin Road,
Schaumburg, Illinois 60196, Attention: Treasurer; if to the Remarketing Agent,
to [            ]; and if to the Purchase Contract Agent, to First Union Trust
Company, National Association, One Rodney Square, Suite 102, 920 King Street,
Wilmington, Delaware 19801, Attention: Corporate Trust Administration, or to
such other address as any of the above shall specify to the other in writing.

          Section 19. Information. The Company agrees to furnish the Remarketing
Agent with such information and documents as the Remarketing Agent may
reasonably request in connection with the transactions contemplated by this
Remarketing Agreement, and if the remarketing is effected pursuant to a
registration statement in accordance with Section 6 hereof, make reasonably
available to the Remarketing Agent and any accountant, attorney or other advisor
retained by the Remarketing Agent such information that parties would
customarily require in connection with a due diligence investigation conducted
in accordance with applicable securities laws and cause the Company's officers,
directors, employees and accountants to participate in all such discussions and
to supply all such information reasonably requested by any such person in
connection with such investigation.

                                       9



          IN WITNESS WHEREOF, each of the Company, the Purchase Contract Agent
and the Remarketing Agent has caused this Agreement to be executed in its name
and on its behalf by one of its duly authorized signatories as of the date first
above written.

                                    MOTOROLA, INC.


                                    By:
                                        ------------------------------
                                        Name:
                                        Title:

CONFIRMED AND ACCEPTED:

[                     ]


By:
    ---------------------------
    Authorized Signatory

[                     ]
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the Holders of
the Purchase Contracts


By:
    ---------------------------
    Name:
    Title:

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