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137
EXHIBIT INDEX
Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009
(incorporated by reference to Exhibit 3(i)(b) to Motorola’s Quarterly Report on Form 10-Q for
the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
3.2 Motorola, Inc. Amended and Restated Bylaws as of November 11, 2009 (incorporated by
reference to Exhibit 3.1 to Motorola’s Report on Form 8-K filed on November 16, 2009 (File
No. 1-7221)).
4.1 (a) Senior Indenture, dated as of May 1, 1995, between The Bank of New York Trust Company,
N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust
Company) and BNY Midwest Trust Company (as successor in interest to 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)).
4.1 (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 fiscal year ended December 31, 2000 (File
No. 1-7221)).
Certain instruments defining the rights of holders of long-term debt of Motorola and of all its
subsidiaries for which consolidated or unconsolidated financial statements are required to be filed
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 Motorola Omnibus Incentive Plan of 2006, as amended through November 10, 2009.
10.2 Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee
Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for grants
on or after August 1, 2009 (incorporated by reference to Exhibit 10.1 to Motorola’s Quarterly
Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
10.3 Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee
Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for grants
on or after May 6, 2008 (incorporated by reference to Exhibit 10.54 to Motorola’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
10.4 Form of Motorola Stock Option Consideration Agreement for grants on or after May 6, 2008
(incorporated by reference to Exhibit 10.56 to Motorola’s Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 2008 (File No. 1-7221)).
10.5 Form of Motorola, Inc. Award Document—Terms and Conditions Related to Employee
Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2006 for grants
on or after February 11, 2007 (incorporated by reference to Exhibit 10.37 to Motorola’s Report
on Form 8-K filed on February 15, 2007 (File No. 1-7221)).
10.6 Form of Motorola Stock Option Consideration Agreement for grants on or after February 27,
2007 (incorporated by reference to Exhibit 10.4 to Motorola’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2006 (File No. 1-27221)).
10.7 Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Omnibus
Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers on or after
August 1, 2009 (incorporated by reference to Exhibit 10.2 to Motorola’s Quarterly Report on
Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
10.8 Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Omnibus
Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers, effective
January 1, 2009 (incorporated by reference to Exhibit No. 10.4 to Motorola’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).