Motorola 2004 Annual Report Download - page 142

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134
EXHIBIT INDEX
Exhibit No. Exhibit
3.1 Restated CertiÑcate of Incorporation of Motorola, Inc., as amended through May 3, 2000
(incorporated by reference to Exhibit 3(i)(b) to Motorola's Quarterly Report on Form 10-Q for the
Ñscal quarter ended April 1, 2000) (File No. 1-7221)).
3.2 CertiÑcate of Designations, Preferences and Rights of Junior Participating Preferred Stock, Series B
(incorporated by reference to Exhibit 3.3 to Motorola's Registration Statement on Form S-3 dated
January 20, 1999 (Registration No. 333-70827)).
3.3 Motorola, Inc. Amended and Restated Bylaws as of February 15, 2005 (incorporated by reference to
Exhibit 3(ii) to Motorola's Report on Form 8-K Ñled February 18, 2005 (File No. 1-7221)).
4.1 Amended and Restated Rights Agreement eÅective as of February 5, 2004 between Motorola, Inc.
and Mellon Investor Services LLC, as Rights Agent (incorporated by reference to Exhibit 1.1 to
Amendment No. 3 to Motorola's Registration Statement on Form 8-A/A dated February 5, 2004
(File No. 1-7221)).
4.2(a) Senior Indenture, dated as of May 1, 1995, between Harris Trust and Savings Bank and Motorola,
Inc. (incorporated by reference to Exhibit 4(d) of the Registrant's Registration Statement on
Form S-3 dated September 25, 1995 (Registration No. 33-62911)).
4.2(b) Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among
Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in
interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to
Motorola's Annual Report on Form 10-K for the Ñscal year ended December 31, 2000 (File
No. 1-7221)).
Certain instruments deÑning the rights of holders of long-term debt of Motorola and of all its
subsidiaries for which consolidated or unconsolidated Ñnancial statements are required to be Ñled are
being omitted pursuant to paragraph(4)(iii)(A) of Item 601 of Regulation S-K. Motorola agrees to
furnish a copy of any such instrument to the Commission upon request.
10.1 Master Separation and Distribution Agreement between Motorola, Inc. and Freescale Semiconductor,
Inc. entered into as of April 4, 2004. (incorporated by reference to Exhibit 10(a) of Motorola's
Quarterly Report on Form 10-Q for the Ñscal quarter ended July 3, 2004 (File No. 1-7221)).
10.2 Tax Sharing Agreement dated as of April 4, 2004 by and among Motorola, Inc. and Freescale
Semiconductor, Inc. (incorporated by reference to Exhibit 10(b)(i) of Motorola's Quarterly Report
on Form 10-Q for the Ñscal quarter ended July 3, 2004 (File No. 1-7221)).
10.3 Amendment No. 1 to the Tax Sharing Agreement between Motorola, Inc. and Freescale
Semiconductor, Inc. entered into as of June 18, 2004. (incorporated by reference to
Exhibit 10(b)(ii) of Motorola's Quarterly Report on Form 10-Q for the Ñscal quarter ended July 3,
2004 (File No. 1-7221)).
10.4 Employee Matters Agreement (as Amended and Restated entered into as of June 18, 2004) between
Motorola, Inc. and Freescale Semiconductor, Inc. (incorporated by reference to Exhibit 10(c) of
Motorola's Quarterly Report on Form 10-Q for the Ñscal quarter ended July 3, 2004 (File No. 1-
7221)).
10.5 Intellectual Property Assignment Agreement entered into as of April 4, 2004 between Motorola, Inc.
and Freescale Semiconductor, Inc. (incorporated by reference to Exhibit 10(d) of Motorola's
Quarterly Report on Form 10-Q for the Ñscal quarter ended July 3, 2004 (File No. 1-7221)).
10.6 Intellectual Property License Agreement entered into as of April 4, 2004 between Motorola, Inc. and
Freescale Semiconductor, Inc. (incorporated by reference to Exhibit 10(e) of Motorola's Quarterly
Report on Form 10-Q for the Ñscal quarter ended July 3, 2004 (File No. 1-7221)).