MOTOROLA INC
8-A12B, 1998-11-05
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-A
                        ___________________________

           For Registration of Certain Classes of Securities
                Pursuant to Section 12(b) or (g) of the
                    Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  November 5, 1998

                               Motorola, Inc.
            (Exact name of registrant as specified in its charter)

                                  Delaware
               (State or other jurisdiction of incorporation)

              1-7221                              36-1115800
        (Commission File Number)     (I.R.S. Employer Identification No.)

                1303 East Algonquin Road, Schaumburg, Illinois
                  (Address of principal executive offices)

     Registrant's telephone number, including area code:  (847) 576-5000

Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                Name of each exchange on which
      to be so registered                each class is to be registered
      -------------------                ------------------------------
   Preferred Stock Purchase Rights,          New York Stock Exchange
   with respect to Common Stock,             Chicago Stock Exchange
   par value $3 per share

If this form relates to the registration of a class of securities pursuant 
to Section 12(b) of the Exchange Act and is effective pursuant to General 
Instruction A.(c), check the following box. [x]

If this form relates to the registration of a class of securities pursuant 
to Section 12(g) of the Exchange Act and is effective pursuant to General 
Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form 
relates:       NONE        (if applicable)
        -------------------

       Securities to be registered pursuant to Section 12(g) of the Act:
                                    NONE
                                    ----

                             (Title of Class)

                      This document contains [5] pages.

                  The Exhibit Index is located on page [5].

ITEM 1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
            PREFERRED STOCK PURCHASE RIGHTS

ADOPTION OF NEW RIGHTS PLAN

     On November 5, 1998, the Board of Directors of Motorola, Inc. (the 
"Company") authorized the issuance of one preferred share purchase right (a 
"Right") for each outstanding share of common stock, par value $3 per share 
(the "Common Shares"), of the Company.  The distribution is payable to 
stockholders of record at the close of business on November 20, 1998 (the 
"Record Date"), and with respect to all Common Shares that become 
outstanding after the Record Date and prior to the earliest of the 
Distribution Date (as defined below), the redemption of the Rights, the 
exchange of the Rights, and the expiration of the Rights (and, in certain 
cases, following the Distribution Date).  

     Each Right entitles the registered holder to purchase from the Company 
one ten-thousandth of a share of Junior Participating Preferred Stock, 
Series B, par value $100 per share, of the Company (the "Preferred Shares") 
at a price of $200 per one ten-thousandth of a Preferred Share (the 
"Purchase Price"), subject to adjustment.  The description and terms of the 
Rights are set forth in a Rights Agreement (the "Rights Agreement") between 
the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights 
Agent").

     The Rights have certain anti-takeover effects.  The Rights may cause 
substantial dilution to a person or group that attempts to acquire the 
Company on terms not approved by the Board of Directors, except pursuant to 
an offer conditioned on a substantial number of Rights being acquired.  The 
Rights should not interfere with any merger or other business combination 
approved by the Board of Directors because of the Board of Directors 
ability to redeem the Rights, as discussed below. 

     The Rights replace the preferred stock purchase rights issued pursuant 
to a Rights Agreement dated as of November 9, 1988, as amended, between the 
Company and Harris Trust and Savings Bank as Rights Agent.  That agreement 
and the old rights are scheduled to expire as of the close of business on 
November 20, 1998 pursuant to their terms.

RIGHTS ATTACH TO COMMON SHARES INITIALLY

     Initially and until a Distribution Date (as defined below) occurs, the 
Rights are attached to all Common Shares and no separate Rights 
certificates will be issued.  During this initial period:

     -   The Rights are not exercisable;

     -   Holders, as such, have no voting right;

     -   The Rights are transferred with the Common Shares and are not
         transferable separately from the Common Shares;

     -   No dividends are paid on the Rights;

     -   New Common Share certificates or book entry shares issued will 
         contain a notation incorporating the Rights Agreement by 
         reference;

     -   The transfer of any Common Shares will also constitute the 
         transfer of the Rights; and

     The Rights expire November 8, 2008 (the "Expiration Date") unless 
earlier redeemed or exchange by the Company as described below.

DISTRIBUTION OF RIGHTS

     Separate certificates evidencing the Rights will be mailed to holders 
of record of the Common Shares on the "Distribution Date."  The 
Distribution Date is the earlier to occur of the following two events:

     -   The tenth day after a public announcement that a person or group 
         of affiliated or associated persons has acquired or obtained the 
         right to acquire 10 percent or more of the outstanding Common 
Shares; or

     -   The tenth business day after the commencement or public disclosure 
         of an intention to commence a tender offer or exchange offer by a 
         person other than an exempt person if, upon consummation of the 
         offer, such person could acquire beneficial ownership of 10 
percent or 
         more of the outstanding of Common Shares.

RIGHT TO PURCHASE MOTOROLA STOCK

     If a person or group acquires or obtains the right to acquire 10 
percent or more of the outstanding Common Shares (thereby becoming an 
"Acquiring Person") each holder of a Right (except those held by the 
Acquiring Person and its affiliates and associates) will have the right to 
purchase, upon exercise, Common Shares (or, in certain circumstances, 
Preferred Shares, Common Share equivalents or cash) having a value equal to 
two times the exercise price of the Right.  In other words, the Rights 
holders other than the Acquiring Person may purchase Common Shares at a 50 
percent discount.

     For example, at the exercise price of $200 per Right, each Right not 
owned by an Acquiring Person would entitle its holder to purchase $400 
worth of Common Shares (or other consideration, as noted above) for $200.  
Assuming a value of $100 per Common Share at such time, the holder of each 
valid Right would be entitled to purchase four Common Shares for $200.

RIGHTS TO PURCHASE ACQUIRING PERSON STOCK

     In the event that, at the time or after a person becomes an Acquiring 
Person, the Company is involved in a merger or other business combination 
in which (i) the Company is not the surviving corporation, (ii) Common 
Stock is changed or exchanged, or (iii) 50 percent or more of the Company's 
consolidated assets or earning power are sold, then each Right (other than 
Rights that are or were owned by the Acquiring Person and certain related 
persons and transferees, which will thereafter be void) shall thereafter be 
exercisable for a number of shares of common stock of the acquiring company 
having a market value of two times the exercise price of the Right.  In 
other words, a Rights holder may purchase the acquiring company's common 
stock at a 50 percent discount.

EXCHANGE OF MOTOROLA STOCK FOR RIGHTS

     At any time after any person or group becomes an Acquiring Person and 
before the Acquiring Person acquires 50 percent or more of the outstanding 
Common Shares, the Board of Directors may exchange the Rights (other than 
Rights owned by the Acquiring Person which will have become void), in whole 
or in part, at an exchange ratio of one Common Share, or one ten-thousandth 
of a Preferred Share (or a Common Share equivalent), per Right (subject to 
adjustment).

REDEMPTION

     The Rights are redeemable by the Company in whole but not in part at a 
price of $.01 per Right at any time prior to the time that a person or a 
group has become an Acquiring Person.  Immediately upon redemption, the 
right to exercise will terminate and the only right of holders will be to 
receive the redemption price.

AMENDMENTS

     As long as the Rights are redeemable, the terms of the Rights may be 
amended by the Board of Directors in its discretion without the consent of 
the Rights holders.  After that time, no amendment may adversely affect the 
interests of the Rights Holder (other than the Acquiring Person).

TERMS OF PREFERRED SHARES

     The Preferred Shares purchasable upon exercise of the Rights will not 
be redeemable.  Each Preferred Share will be entitled to a minimum 
preferential quarterly dividend payment equal to the greater of $250 per 
share and 10,000 times the dividend declared per Common Share.  In the 
event of liquidation, the holders of the Preferred Shares will be entitled 
to a minimum preferential liquidation payment equal to the greater of 
$1,000 per share and 10,000 times the payment made per Common Share.  Each 
Preferred Share will have 10,000 votes per share, voting together with the 
Common Shares.  In the event of any merger, consolidation or other 
transaction in which Common Shares are exchanged, each Preferred Share will 
be entitled to receive 10,000 times the amount received per Common Share.

MISCELLANEOUS

     The Purchase Price payable, and the number and kind of securities, 
cash or other property issuable, upon exercise of the Rights are subject to 
adjustment from time to time to prevent dilution (i) in the event of a 
stock dividend or distribution on, or a subdivision or combination of, the 
Common Shares, (ii) upon the grant to holders of the Common Shares of 
rights, options or warrants to subscribe for Common Shares or securities 
convertible into Common Shares at less than the current market price, (iii) 
upon the distribution to holders of the Common Shares of securities, cash, 
evidences of indebtedness or assets (excluding regular periodic cash 
dividends out of earnings or retained earnings) and (iv) in connection with 
recapitalizations of the Company or reclassifications of the Common Shares.

     No fractional Common Shares or Preferred Shares will be required to be 
issued (other than fractions of Preferred Shares which are integral 
multiples of one ten-thousandth of a Preferred Share, which may, at the 
election of the Company, be evidenced by depositary receipts) and in lieu 
thereof, an adjustment in cash will be made based on the market price of 
Common Shares or Preferred Shares on the last trading date prior to the 
date of exercise.

     Because of the nature of the Preferred Shares' dividend, liquidation 
and voting rights, the value of the one ten-thousandth interest in a 
Preferred Share that may be purchased upon exercise of each Right should 
approximate the value of one Common Share.

     This summary description of the Rights does not purport to be complete 
and is qualified in its entirety by reference to the Rights Agreement 
attached as Exhibit 1.1, which is incorporated in this Registration 
Statement on Form 8-A by reference.  

Item 2.     Exhibits

1.1 Rights Agreement dated as of November 5, 1998 between 
                Motorola, Inc. and Harris Trust and Savings Bank, as Rights 
                Agent, including the form of Certificate of Designation, 
                Preferences and Rights of Junior Participating Preferred 
                Stock, Series B attached thereto as Exhibit A, the form of 
                Rights Certificate attached thereto as Exhibit B and the 
                Summary of Rights attached thereto as Exhibit C.





                               SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the Registrant has duly caused this registration statement to 
be signed on its behalf by the undersigned, thereto duly authorized.



MOTOROLA, INC.

Date:  November 5, 1998                      By:/s/ Carl F. Koenemann
                                             Carl F. Koenemann
                                             Executive Vice President and
                                             Chief Financial Officer






                             EXHIBIT INDEX

Exhibit No.       Description

1.1       Rights Agreement dated as of November 5, 1998 between 
                  Motorola, Inc. and Harris Trust and Savings Bank, as 
                  Rights Agent, including the form of Certificate of 
                  Designation, Preferences and Rights of Junior 
                  Participating Preferred Stock, Series B attached thereto 
                  as Exhibit A, the form of Rights Certificate attached 
                  thereto as Exhibit B and the Summary of Rights attached 
                  thereto as Exhibit C.


                                                               Exhibit 1.1










                                MOTOROLA, INC.

                                     and

                        HARRIS TRUST AND SAVINGS BANK

                                Rights Agent




                              RIGHTS AGREEMENT



                        Dated as of November 5, 1998







Table of Contents

Page

Recitals       Recitals                                                   1

Section 1.     Certain Definitions                                        1

Section 2.     Appointment of Rights Agent                                7

Section 3.     Issuance of Rights Certificates                            7

Section 4.     Form of Rights Certificates                                9

Section 5.     Execution, Countersignature and Registration               9

Section 6.     Transfer, Division, Combination and Exchange of Rights
               Certificates; Mutilated, Destroyed, Lost or Stolen Rights
               Certificates                                              10

Section 7.     Exercise of Rights; Purchase Price; Expiration Date of
               Rights                                                    11

Section 8.     Cancellation and Destruction of Rights Certificates       12

Section 9.     Reservation and Availability of Preferred Stock           13

Section 10.    Preferred Stock Record Date                               14

Section 11.    Adjustments to Purchase Price, Number of Shares or Number
               of Rights                                                 14

Section 12.    Certification of Adjustments                              24

Section 13.    Consolidation, Merger or Sale or Transfer of Assets or
               Earning Power                                             25

Section 14.    Fractional Rights and Fractional Shares                   27

Section 15.    Rights of Action                                          28

Section 16.    Agreement of Rights Holders Concerning Transfer and
               Ownership of Rights                                       28

Section 17.    Rights Holder Not Deemed a Stockholder                    29

Section 18.    Concerning the Rights Agent                               29

Section 19.    Merger or Consolidation or Change of Name of Rights Agent 29

Section 20.    Duties of Rights Agent                                    30

Section 21.    Change of Rights Agent                                    32

Section 22.    Issuance of New Rights Certificates                       33

Section 23.    Redemption and Termination                                33

Section 24.    Notice of Certain Events                                  34

Section 25.    Notices                                                   35

Section 26.    Supplements and Amendments                                36

Section 27.    Successors                                                37

Section 28.    Benefits of this Agreement                                37

Section 29.    Severability                                              37

Section 30.    Governing Law                                             37

Section 31.    Counterparts                                              37

Section 32.    Descriptive Headings                                      37

Section 33.    Grammatical Construction                                  37



Exhibit A - Certificate of Designation, Preferences and Rights 
               of Junior Participating Preferred Stock, Series B

Exhibit B - Form of Rights Certificate

Exhibit C - Form of Summary of Rights





                               RIGHTS AGREEMENT




          THIS RIGHTS AGREEMENT, dated as of November 5,  1998, is made 
between Motorola, Inc., a Delaware corporation (the "Company"), and Harris 
Trust and Savings Bank, an Illinois banking corporation (the "Rights 
Agent").

                                  RECITALS

          The Board of Directors of the Company has authorized and declared 
the payment of a dividend of one preferred share purchase right (a "Right") 
for each share of Common Stock (as defined in Section 1) outstanding on the 
Record Date (as defined in Section 1) and has authorized the issuance of 
one Right for each share of Common Stock issued after the Record Date and 
before the earliest of the Distribution Date, the Redemption Date, the 
Exchange Date and the Expiration Date  (as such terms are defined in 
Section 1) and in certain cases following the Distribution Date.  Each 
Right will represent, as of the Record Date, the right to purchase one ten-
thousandth of one share of Preferred Stock (as defined in Section 1) upon 
the terms and subject to the conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the premises and the mutual 
agreements set forth in this Agreement, the parties hereby agree as 
follows:

     Section 1     Certain Definitions.  For purposes of this Agreement, 
the following terms have the meanings indicated:

          (a)     "Acquiring Person" means any Person who or which, 
together with all Affiliates and Associates of such Person, is (or has 
previously been, at any time after the date of this Agreement, whether or 
not such Person(s) continues to be) the Beneficial Owner of 10 percent or 
more of the Common Stock then outstanding (determined without taking into 
account any securities exercisable or exchangeable for, or convertible 
into, Common Stock, other than any such securities beneficially owned by 
the Acquiring Person and Affiliates and Associates of such Person).  
However, "Acquiring Person" shall not include any Exempt Person.

          Notwithstanding the foregoing, a Person shall not become an 
"Acquiring Person" solely as the result of an acquisition of Common Stock 
by the Company or any Subsidiary which, by reducing the number of shares 
outstanding, increases the proportionate number of shares beneficially 
owned by such Person to 10 percent or more of the Common Stock then 
outstanding as determined above; provided, however, that if a Person 
becomes the Beneficial Owner of 10 percent or more of the Common Stock then 
outstanding as determined above solely by reason of such a share 
acquisition by the Company and such Person shall, after becoming the 
Beneficial Owner of such Common Stock, become the Beneficial Owner of any 
additional shares of Common Stock by any means whatsoever (other than as a 
result of the subsequent occurrence of a stock dividend or a subdivision of 
the Common Stock into a larger number of shares or a similar transaction), 
then such Person shall be deemed to be an "Acquiring Person."

          Notwithstanding the foregoing, if a majority of the Board of 
Directors of the Company determines in good faith that a Person who would 
otherwise be an "Acquiring Person," as defined pursuant to the foregoing 
provisions of this Section 1(a), has become such inadvertently, and such 
Person divests as promptly as practicable a sufficient number of Common 
Shares so that such Person would no longer be an "Acquiring Person," as 
defined pursuant to the foregoing provisions of this Section 1(a), then 
such Person shall not be deemed to be an "Acquiring Person" for any 
purposes of this Agreement.  The determination of whether such Person's 
becoming an Acquiring Person shall have been inadvertent and the 
determination of whether the divestment of sufficient shares shall have 
been made as promptly as practicable shall be made by a majority of the  
Board of Directors of the Company.

          (b)     "Adjustment Number" has the meaning set forth in, and 
shall be calculated in accordance with, the Certificate of Designation, 
Preferences and Rights of Junior Participating Preferred Stock, Series B, 
attached as Exhibit A hereto.

          (c)     "Affiliate" has the meaning given to such term in Rule 
12b-2 of the General Rules and Regulations under the Exchange Act, as in 
effect on the date of this Agreement; provided that, for purposes of this 
Agreement, the term "Affiliate" shall not include any Person that is an 
Exempt Person.

          (d)     "Associate" has the meaning given to such term in Rule 
12b-2 of the General Rules and Regulations under the Exchange Act, as in 
effect on the date of this Agreement; provided that, for purposes of this 
Agreement, the term "Associate" shall not include any Person that is an 
Exempt Person.

          (e)     Except as provided below, a Person shall be deemed to be 
the "Beneficial Owner" of, and shall be deemed to "beneficially own," any 
securities:

               (1)     which such Person or any Affiliate or Associate of 
such Person beneficially owns, directly or indirectly;

               (2)     which such Person or any Affiliate or Associate of 
such Person has, directly or indirectly, the right or obligation (whether 
or not then exercisable or effective) to acquire pursuant to any agreement, 
arrangement or understanding (whether or not in writing), or upon the 
exercise of conversion rights, exchange rights, rights (other than these 
Rights), warrants or options, or otherwise; provided, however, that a 
Person will not be deemed the Beneficial Owner of, or to beneficially own, 
securities tendered pursuant to a tender or exchange offer made by or on 
behalf of such Person or any Affiliate or Associate of such Person until 
such tendered securities are accepted for purchase or exchange; 

               (3)     which such Person or any Affiliate or Associate of 
such Person has, directly or indirectly, the right (whether or not then 
exercisable) to vote, or to direct the voting of, pursuant to any 
agreement, arrangement or understanding (whether or not in writing); 
provided, however, that a Person shall not be deemed the Beneficial Owner 
of, or to beneficially own, any security pursuant to this clause (iii) if 
the agreement, arrangement or understanding to vote, or to direct the 
voting of, such security (A) arises solely from a revocable proxy or 
consent given in response to a public proxy or consent solicitation made 
pursuant to, and in accordance with, the Exchange Act and applicable rules 
and regulations thereunder and (B) is not also then reportable under Item 6 
(or any comparable or successor item) of Schedule 13D under the Exchange 
Act (or any comparable or successor schedule or report);

               (4)     which such Person or any Affiliate or Associate of 
such Person has "beneficial ownership" of as determined pursuant to 
Rule 13d-3 of the General Rules and Regulations under the Exchange Act or 
any successor provision; or

               (5)     which are beneficially owned, directly or 
indirectly, by any other Person or any Affiliate or Associate of such other 
Person with whom such Person or any Affiliate or Associate of such Person 
has any agreement, arrangement or understanding (whether or not in writing) 
for the purpose of acquiring, holding, voting (except pursuant to a 
revocable proxy as described in clause (iii) of this Section 1(d)) or 
disposing of any securities of the Company.

          Nothing in the preceding sentence shall cause a Person engaged in 
business as an underwriter of securities to be the "Beneficial Owner" of, 
or to "beneficially own," any securities acquired through such Person's 
participation in good faith in a firm commitment underwriting until the 
expiration of 40 days after the date of such acquisition.

          Notwithstanding anything in this Agreement to the contrary, for 
purposes of this Agreement, no Person shall be treated as the "Beneficial 
Owner" of, or be deemed to "beneficially own," any securities solely by 
reason of the ownership of those securities by any other Person that is an 
Exempt Person.

          Notwithstanding anything in this definition of Beneficial 
Ownership to the contrary, the phrase "then outstanding," when used with 
reference to a Person's Beneficial Ownership of securities of the Company, 
shall mean the number of such securities then issued and outstanding 
together with the number of such securities not then actually issued and 
outstanding which such Person would be deemed to own beneficially under the 
preceding provisions in this definition.

          (f)     "Business Combination" has the meaning set forth in 
Section 13 of this Agreement.

          (g)     "Business Day" means any day other than a Saturday, 
Sunday or a day on which banking institutions in the State of New York or 
Illinois are authorized or obligated by law or executive order to close.

          (h)     "Close of Business" on any given date means 5:00 p.m., 
Chicago, Illinois  time, on such date; provided, however, that if such date 
is not a Business Day it shall mean 5:00 p.m. Chicago, Illinois time, on 
the next succeeding Business Day.

          (i)     "Common Equivalent Share" has the meaning set forth in 
Section 11(c)(1)(B) of this Agreement.

          (j)     "Common Share" has the meaning set forth in Section 
11(c)(1)(B) of this Agreement.

          (k)     "Common Stock" when used with reference to the Company 
means the Common Stock, par value $3.00 per share, of the Company (as the 
same may be changed by reason of any combination, subdivision or 
reclassification of the Common Stock).  "Common Stock" when used with 
reference to any Person (other than the Company prior to a Business 
Combination) means shares of capital stock of such Person (if such Person 
is a corporation) of any class or series, or units of equity interests in 
such Person (if such Person is not a corporation) of any class or series, 
the terms of which shares or units do not limit (as a fixed amount and not 
merely in proportional terms) the amount of dividends or income payable or 
distributable on such shares or units or the amount of assets distributable 
on such shares or units upon any voluntary or involuntary liquidation, 
dissolution or winding up of such Person and do not provide that such 
shares or units are subject to redemption at the option of such Person, or 
any shares of capital stock or units of equity interests into which the 
foregoing shall be reclassified or changed; provided, however, that if at 
any time there are more than one such class or series of capital stock of 
or equity interests in such Person, "Common Stock" of such Person will 
include all such classes and series substantially in the proportion of the 
total number of shares or other units of each such class or series 
outstanding at such time.

          (l)     "Current Market Price" per share or unit of Common Stock, 
Common Equivalent Share or any other security on any date is the average of 
the daily closing prices per share or unit of such Common Stock, Common 
Equivalent Share or any other security for the 30 consecutive Trading Days 
(as such term is hereinafter defined) immediately prior to such date for 
the purpose of any computation under this Agreement; provided, however, 
that in the event that the Current Market Price per share of Common Stock, 
Common Equivalent Share or any other security is determined during a period 
following the announcement by the issuer of such Common Stock, Common 
Equivalent Share or any other security of (i) a dividend or distribution on 
such Common Stock, Common Equivalent Share or any other security other than 
a regular quarterly cash dividend, or (ii) any subdivision, combination or 
reclassification of such Common Stock, Common Equivalent Share or any other 
security, and prior to the expiration of 30 Trading Days after the "ex-
dividend" date for such dividend or distribution or the record date for 
such subdivision, combination or reclassification, then, and in each such 
case, the "Current Market Price" must be appropriately adjusted to take 
into account such dividend, distribution, subdivision, combination or 
reclassification.  The closing price for each Trading Day shall be the last 
sale price, regular way, on such day, or, in case no such sale takes place 
on such day, the average of the closing bid and asked prices, regular way, 
on such day, in either case as reported in the principal consolidated 
transaction reporting system with respect to securities listed or admitted 
to trading on the New York Stock Exchange ("NYSE") or, if the Common Stock, 
Common Equivalent Share or any other security is not listed or admitted to 
trading on the NYSE, as reported in the principal consolidated transaction 
reporting system with respect to securities listed on the principal United 
States national securities exchange on which the Common Stock, Common 
Equivalent Share or any other security is listed or admitted to trading or, 
if the Common Stock, Common Equivalent Share or any other security is not 
listed or admitted to trading on any national securities exchange, the last 
quoted price or, if not so quoted, the average of the high bid and low 
asked prices in the over-the-counter market, as reported by the National 
Association of Securities Dealers, Inc. Automated Quotations System 
("NASDAQ") or such other system then in use, or, if on any such date the 
Common Stock, Common Equivalent Share or any other security is not quoted 
by any such organization, the average of the closing bid and asked prices 
as furnished by a professional market maker making a market in the security 
selected by a majority of the Board of Directors of the Company.  If no 
such market maker is making a market, the fair market value of such shares 
or units on such day shall be determined in good faith by a majority of the 
Board of Directors of the Company, which determination shall be described 
in a statement filed with the Rights Agent and shall be binding and 
conclusive for all purposes.  The term "Trading Day" means a day on which 
the principal United States national securities exchange on which the 
Common Stock, Common Equivalent Share or any other security is listed or 
admitted to trading is open for the transaction of business or, if the 
Common Stock, Common Equivalent Share or any other security is not listed 
or admitted to trading on any United States national securities exchange, 
but is traded in the over-the-counter market, then any day for which the 
high bid and low asked prices in the over-the-counter market are reported, 
or if the Common Stock, Common Equivalent Share or any other security is 
not traded in the over-the-counter market, then a Business Day.  If the 
Preferred Stock is not publicly traded, the "Current Market Price" of the 
Preferred Stock shall be conclusively deemed to be the Current Market Price 
of the Common Stock as determined pursuant to this paragraph of Section 1 
(appropriately adjusted to reflect any stock split, stock dividend or 
similar transaction occurring after the date hereof), multiplied by the 
Adjustment Number.  Each Common Equivalent Share consisting of preferred 
stock other than Preferred Stock shall be conclusively deemed to have the 
same "Current Market Price" as a Common Equivalent Share consisting of 
Preferred Stock.

          (m)     "Distribution Date" means the earlier of (i) the tenth 
day after the Stock Acquisition Date and (ii) the tenth Business Day after 
commencement of or public disclosure of an intention to commence 
(including, without limitation, any such commencement or public disclosure 
which occurs before or after the date of this Agreement and prior to the 
issuance of the Rights) a tender offer or exchange offer by a Person if, 
after acquiring the maximum number of securities sought pursuant to such 
offer, such Person, or any Affiliate or Associate of such Person, would be 
an Acquiring Person.  A majority of the Board of Directors of the Company 
may defer the date set forth in clause (ii) of the preceding sentence to a 
specified later date or to an unspecified later date to be determined by a 
subsequent action or event.

          (n)     "Exchange Act" means the Securities Exchange Act of 1934, 
as amended, and any successor statute.

          (o)     "Exchange Date" means the time at which Rights are 
exchanged pursuant to Section 11(c)(2).

          (p)     "Exempt Event" means with respect to any Person, the 
acquisition by such Person of Beneficial Ownership of Common Stock solely 
as a result of the occurrence of a Triggering Event and the effect of such 
Triggering Event on the last proviso of clause (ii) of the definition of 
Beneficial Owner, other than a Triggering Event in which such Person 
becomes an Acquiring Person.

          (q)     "Exempt Person" means (i) the Company, (ii) any 
Subsidiary of the Company, (iii) any employee benefit plan of the Company 
or of any Subsidiary of the Company and (iv) any Person holding Common 
Stock for any such employee benefit plan or for employees of the Company or 
of any Subsidiary of the Company pursuant to the terms of any such employee 
benefit plan.

          (r)     "Exercise Amount" means the amount payable by the holder 
as a condition to the exercise of one Right.  Until and unless it shall be 
adjusted in accordance with this Agreement, the Exercise Amount shall be 
$200.

          (s)     "Expiration Date" means the Close of Business on November 
20, 2008.

          (t)     "Person" means any individual, firm, corporation, limited 
liability company, partnership, joint venture, association, trust, 
unincorporated organization or other entity, and shall include any "group" 
as that term is used in Rule 13d-5(b) under the Exchange Act (or any 
successor provision).

          (u)     "Preferred Stock" means the Company's Junior 
Participating Preferred Stock, Series B, par value $100 per share, having 
the rights and preferences set forth in the Certificate of Designation, 
Preferences and Rights of Junior Participating Preferred Stock, Series B, 
attached hereto as Exhibit A.

          (v)     "Principal Party" means (i) in the case of any Business 
Combination described in clause (i), (ii) or (iii) of the first sentence of 
Section 13(a), (A) the Person that is the issuer of any securities into 
which shares of Common Stock of the Company are converted or for which they 
are exchanged in such Business Combination or, if there is more than one 
such issuer, the issuer of the Common Stock which has the greatest 
aggregate market value or (B) if no securities are so issued, the Person 
that survives or results from the Business Combination or, if there is more 
than one such Person, the Person the Common Stock of which has the greatest 
aggregate market value, and (ii) in the case of any Business Combination 
described in clause (iv) of the first sentence in Section 13(a), the Person 
that receives the greatest portion of the assets or earning power 
transferred pursuant to such Business Combination or, if each Person that 
is a party to such Business Combination receives the same portion of the 
assets or earning power so transferred or if the Person receiving the 
greatest portion of the assets or earning power cannot reasonably be 
determined, whichever of such Persons is the issuer of the Common Stock 
which has the greatest aggregate market value; provided, however, that in 
any such case, if the Common Stock of such Person is not at such time and 
has not been continuously over the preceding 12-month period registered 
under Section 12 of the Exchange Act and such Person is a direct or 
indirect Subsidiary of one or more other Persons, then (x) "Principal 
Party" refers to whichever of such other Persons has Common Stock that is 
and has been continuously over the preceding 12-month period registered 
under Section 12 of the Exchange Act; (y) if the Common Stocks of two or 
more of such other Persons are and have been so registered, "Principal 
Party" refers to whichever of such other Persons is the issuer of the 
Common Stock which has the greatest aggregate market value; or (z) if the 
Common Stock of none of such other Persons has been so registered, 
"Principal Party" refers to whichever of such other Persons (other than an 
individual) is the Person which has the equity securities with the greatest 
aggregate market value.  In case such Person is owned, directly or 
indirectly, by a joint venture formed by two or more Persons that are not 
owned, directly or indirectly, by the same Person, the rules set forth 
above apply to each of the chains of ownership having an interest in such 
joint venture as if such Person were a Subsidiary of both or all of such 
joint venturers and the Principal Parties in each such chain shall bear the 
obligations set forth in Section 13 in the same ratio as their direct or 
indirect interests in such Person bear to the total of such interests.

          (w)     "Purchase Price:" Until the Trigger Date, the term 
Purchase Price means the price at which one ten-thousandth of a share of 
Preferred Stock shall be purchasable with the Rights.  The Purchase Price 
shall be $200 per one ten-thousandth of a share of Preferred Stock until 
and unless it shall be adjusted pursuant to this Agreement.  Immediately 
after the Trigger Date, the term "Purchase Price" shall mean the price per 
Common Share for which Common Shares shall be purchasable with the Rights.  
Thereafter the term "Purchase Price" as applied with respect to each kind 
of stock or other property purchasable with the Rights as a result of 
adjustments prescribed by this Agreement shall mean the price at which each 
share of such stock or the smallest available unit of such other property 
is purchasable with the Rights.

          (x)     "Record Date" means the Close of Business on November 20, 
1998.

          (y)     "Redemption Date" means the time at which the Rights are 
scheduled to be redeemed as provided in Section 23.

          (z)     "Redemption Price" has the meaning given to such term in 
Section 23.

          (aa)    "Securities Act" means the Securities Act of 1933, as 
amended, and any successor statute.

          (bb)    "Stock Acquisition Date" means the first date of public 
disclosure by the Company, an Acquiring Person or otherwise that an 
Acquiring Person has become such.

          (cc)    "Subsidiary" has the meaning given to such term in 
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as 
in effect on the date of this Agreement.

          (dd)    "Trigger Date" means the first date upon which a Person 
becomes an Acquiring Person.

          (ee)    "Triggering Event" shall mean a Person becoming an 
Acquiring Person.

     Section 2     Appointment of Rights Agent.  The Company hereby 
appoints the Rights Agent to act as agent for the Company in accordance 
with the terms and conditions hereof, and the Rights Agent hereby accepts 
such appointment.  The Company may from time to time appoint such co-Rights 
Agents as it may deem necessary or desirable.

     Section 3     Issuance of Rights Certificates.

          (a)     Until the Distribution Date:  (i) the Rights shall be 
issued in respect of and shall be evidenced by the certificates 
representing the shares of Common Stock issued and outstanding on the 
Record Date and shares of Common Stock issued or which become outstanding 
after the Record Date and prior to the earliest of the Distribution Date, 
the Redemption Date, the Exchange Date and the Expiration Date (which 
certificates for Common Stock shall be deemed to also be certificates 
evidencing the Rights), and not by separate certificates; (ii) the 
registered holders of such shares of Common Stock shall also be the 
registered holders of the Rights associated with such shares; and (iii) the 
Rights shall be transferable only in connection with the transfer of shares 
of Common Stock, and the surrender for transfer of any certificate for such 
shares of Common Stock shall also constitute the surrender for transfer of 
the Rights associated with such shares.  As soon as practicable after the 
Company has notified the Rights Agent of the occurrence of the Distribution 
Date, the Rights Agent shall, at the expense of the Company (except as 
otherwise provided in Section 7(e)), mail, by first-class, insured, postage 
prepaid mail, to each record holder of the Common Stock as of the Close of 
Business on the Distribution Date, as shown by the records of the Company, 
at the address of such holder shown on such records, one or more 
certificates evidencing the Rights ("Rights Certificates"), in 
substantially the form of Exhibit B hereto, evidencing one Right (as 
adjusted from time to time pursuant to this Agreement) for each share of 
Common Stock so held.  From and after the Distribution Date, the Rights 
will be evidenced solely by such Rights Certificates.

          (b)     Rights shall be issued in respect of all shares of Common 
Stock which are issued or sold by the Company after the Record Date but 
prior to the earliest of the Distribution Date, the Redemption Date, the 
Exchange Date and the Expiration Date.  In addition, in connection with the 
issuance or sale of Common Stock by the Company following the Distribution 
Date and prior to the earliest of the Redemption Date, the Exchange Date 
and the Expiration Date, the Company shall, with respect to Common Stock so 
issued or sold (i) pursuant to the exercise of stock options issued prior 
to the Distribution Date or under any employee plan or arrangement created 
prior to the Distribution Date, or (ii) upon the exercise, conversion or 
exchange of securities issued by the Company prior to the Distribution 
Date, issue Rights and Rights Certificates representing the appropriate 
number of Rights in connection with such issuance or sale; provided, 
however, that (x) no such Rights and Rights Certificate shall be issued if, 
and to the extent that, the Company shall be advised by counsel that such 
issuance would create a significant risk of material adverse tax 
consequences to the Company or the Person to whom such Rights Certificate 
would be issued and (y) no such Rights and Rights Certificates shall be 
issued if, and to the extent that, appropriate adjustment shall otherwise 
have been made in lieu of the issuance thereof.  Certificates issued after 
the Record Date representing shares of Common Stock outstanding on the 
Record Date and shares of Common Stock issued after the Record Date but 
prior to the earliest of the Distribution Date, the Redemption Date, the 
Exchange Date and the Expiration Date shall have impressed, printed, or 
written on, or otherwise affixed to them a legend substantially in the 
following form:

          This certificate also evidences and entitles the 
          holder hereof to certain Rights as set forth in a 
          Rights Agreement between Motorola, Inc. (the 
          "Company") and Harris Trust and Savings Bank, as 
          Rights Agent, dated as of November 5, 1998 (the 
          "Rights Agreement"), the terms of which are hereby 
          incorporated herein by reference and a copy of which 
          is on file at the principal executive offices of the 
          Company.  Under certain circumstances, as set forth 
          in the Rights Agreement, such Rights will be 
          evidenced by separate certificates and will no longer 
          be evidenced by this certificate.  The Company will 
          mail to the holder of this certificate a copy of the 
          Rights Agreement without charge after receipt of a 
          written request therefor.  Under certain 
          circumstances, Rights that were, are or become 
          beneficially owned by Acquiring Persons or their 
          Associates or Affiliates (as such terms are defined 
          in the Rights Agreement) may become null and void and 
          the holder of any of such Rights (including any 
          subsequent holder) shall not have any right to 
          exercise such Rights.

          (c)     Notwithstanding any other provision of this Agreement, 
neither the Company, the Rights Agent nor anyone else shall have any 
obligation to issue any Rights Certificate to an Acquiring Person or to 
anyone else in whose hands the Rights nominally represented by such 
Certificate shall be null and void either initially or in connection with a 
request to register a transfer of Rights represented by a certificate 
previously issued.  Furthermore, neither the Company, the Rights Agent nor 
anyone else shall be obligated to issue Rights Certificates to any person 
making a tender offer which if consummated could render such person an 
Acquiring Person or to any Affiliate or Associate of such person until and 
unless the tender offer is withdrawn and the person shall have established 
to the Company's reasonable satisfaction that such person does not intend 
to become an Acquiring Person. The Company shall be entitled to require any 
person claiming the right to receive a Rights Certificate to present such 
evidence as the Company shall require in good faith to establish to the 
Company's satisfaction that the Rights represented by that Certificate have 
not become null and void under the provisions in Section 7(e) or that the 
Company is not entitled to withhold such Certificate under the provisions 
of the preceding sentence.

     Section 4     Form of Rights Certificates.  The Rights Certificates 
(and the form of election to purchase shares and form of assignment to be 
printed on the reverse thereof) shall be in substantially the form of 
Exhibit B hereto and may have such marks of identification or designation 
and such legends, summaries or endorsements printed thereon as the Company 
may deem appropriate and as are not inconsistent with the provisions of 
this Agreement, or as may be required to comply with any law or with any 
rule or regulation made pursuant thereto or with any rule or regulation of 
any stock exchange on which the Rights may from time to time be listed, or 
to conform to usage.  Subject to the provisions of this Agreement, the 
Rights Certificates, whenever issued, shall be dated as of the Distribution 
Date, and on their face shall entitle the holders thereof to purchase such 
number of shares of Preferred Stock as shall be set forth therein at the 
Purchase Price set forth therein, but the number and kind of such 
securities and the Purchase Price shall be subject to adjustment as 
provided in this Agreement.

     Section 5     Execution, Countersignature and Registration.

          (a)     Each Rights Certificate shall be executed on behalf of 
the Company by the Company's Chief Executive Officer, President, Chief 
Financial Officer, Treasurer or any Vice President, either manually or by 
facsimile signature, and shall have affixed thereto the Company's seal or a 
facsimile thereof which shall be attested by the Company's Secretary or an 
Assistant Secretary, either manually or by facsimile signature.  Each 
Rights Certificate shall be countersigned by the Rights Agent either 
manually or, if permitted by the Company, by facsimile signature and shall 
not be valid for any purpose unless so countersigned.  In case any officer 
of the Company who shall have signed a Rights Certificate shall cease to be 
such officer of the Company before countersignature by the Rights Agent and 
issuance and delivery by the Company, such Rights Certificate nevertheless 
may be countersigned by the Rights Agent and issued and delivered with the 
same force and effect as though the Person who signed such Rights 
Certificate had not ceased to be such officer of the Company; and any 
Rights Certificate may be signed on behalf of the Company by any Person 
who, at the actual date of the execution of such Rights Certificate, shall 
be a proper officer of the Company to sign such Rights Certificate, 
although at the date of the execution of this Agreement any such Person was 
not such an officer.

          (b)     Following the Distribution Date, the Rights Agent shall 
keep or cause to be kept, at its principal stock transfer office, books for 
registration and transfer of the Rights Certificates issued hereunder.  
Such books shall show the names and addresses of the respective holders of 
the Rights Certificates, the number of Rights evidenced by each Rights 
Certificate, and the certificate number and the date of issuance of each 
Rights Certificate.

     Section 6     Transfer, Division, Combination and Exchange of Rights 
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

          (a)     Subject to the provisions of Section 3(c) and Section 14, 
at any time after the Close of Business on the Distribution Date and at or 
prior to the Close of Business on the earliest of the Redemption Date, the 
Exchange Date and the Expiration Date, any Rights Certificate or Rights 
Certificates may be transferred, divided, combined or exchanged for another 
Rights Certificate or Rights Certificates, entitling the registered holder 
to purchase a like number of shares of Preferred Stock (or following a 
Triggering Event or a Business Combination, other securities, cash or other 
property, as the case may be) as the Rights Certificate or Rights 
Certificates surrendered then entitled such holder to purchase.  Any 
registered holder desiring to transfer, divide, combine or exchange any 
Rights Certificate shall make such request in writing delivered to the 
Rights Agent, and shall surrender the Rights Certificate or Rights 
Certificates to be transferred, divided, combined or exchanged at the 
principal corporate office of the Rights Agent.  Thereupon the Rights Agent 
shall countersign and deliver to the Person entitled thereto a Rights 
Certificate or Rights Certificates, as the case may be, as so requested.  
As a condition to such transfer, division, combination or exchange, the 
Company may require payment by the surrendering holder of a sum sufficient 
to cover any tax or governmental charge that may be imposed in connection 
therewith.  Neither the Rights Agent nor the Company shall be obligated to 
take any action whatsoever with respect to the transfer of any such 
surrendered Rights Certificate until the registered holder shall have duly 
completed and executed the form of assignment on the reverse side of such 
Rights Certificate and shall have provided such additional evidence of the 
identity of the Beneficial Owner (or such former or proposed Beneficial 
Owner) thereof or such Beneficial Owner's Affiliates or Associates as the 
Company shall reasonably request.

          (b)     Upon receipt by the Company and the Rights Agent of 
evidence reasonably satisfactory to them of the loss, theft, destruction or 
mutilation of a Rights Certificate, and, in case of loss, theft or 
destruction, of indemnity or security reasonably satisfactory to them, and 
reimbursement to the Company and the Rights Agent of all reasonable 
expenses incidental thereto, and upon surrender to the Rights Agent and 
cancellation of the Rights Certificate if mutilated, the Company will make 
and deliver a new Rights Certificate of like tenor to the Rights Agent for 
delivery to the registered owner in lieu of the Rights Certificate so lost, 
stolen, destroyed or mutilated.

     Section 7     Exercise of Rights; Purchase Price; Expiration Date of 
Rights.

          (a)     Each Right shall entitle (except as otherwise provided in 
this Agreement) the registered holder thereof, upon the exercise thereof as 
provided in this Agreement, to purchase, for the Purchase Price, at any 
time after the Distribution Date and prior to the earliest of the 
Expiration Date, the Exchange Date and the Redemption Date, one ten-
thousandth (1/10,000) of a share of Preferred Stock, subject to adjustment 
from time to time as provided in Sections 11 and 13.  

          (b)     The registered holder of any Rights Certificate may 
exercise the Rights evidenced thereby (except as otherwise provided in this 
Agreement) in whole or in part (except that no fraction of a Right may be 
exercised) at any time after the Distribution Date and prior to the 
earliest of the Expiration Date, the Exchange Date and the Redemption Date, 
by surrendering the Rights Certificate, with the form of election to 
purchase on the reverse side thereof duly executed, to the Rights Agent at 
the principal stock transfer office of the Rights Agent, together with 
payment of the Exercise Amount for each Right exercised.

          (c)     Upon receipt of a Rights Certificate representing 
exercisable Rights, with the form of election to purchase duly executed, 
accompanied by payment of  the Exercise Amount for each Right exercised and 
an amount equal to any applicable transfer tax required to be paid by the 
surrendering holder pursuant to Section 9(d), the Rights Agent shall, 
subject to the provisions of this Agreement, thereupon promptly 
(i)(A) requisition from any transfer agent for the Preferred Stock (or make 
available, if the Rights Agent is the transfer agent for such shares) 
certificates for the Preferred Stock (or other securities, as the case may 
be) to be purchased (and the Company hereby irrevocably authorizes its 
transfer agent to comply with all such requests), or (B) if the Company 
shall have elected to deposit the total number of shares of Preferred Stock 
(or other securities, as the case may be) issuable upon exercise of the 
Rights with a depositary agent, requisition from the depositary agent 
depositary receipts representing such Preferred Stock (or other securities, 
as the case may be) as are to be purchased (in which case certificates for 
the Preferred Stock (or other securities, as the case may be) represented 
by such receipts shall be deposited by the transfer agent with the 
depositary agent) and the Company shall direct the depositary agent to 
comply with such request; (ii) after receipt of such certificates or 
depositary receipts, cause the same to be delivered to or upon the order of 
the registered holder of such Rights Certificate, registered in such name 
or names as may be designated by such holder; and (iii) if appropriate, 
requisition from the Company the amount of cash to be paid in lieu of 
issuance of fractional shares in accordance with Section 14 of this 
Agreement and, promptly after receipt thereof, cause the same to be 
delivered to or upon the order of the registered holder of such Rights 
Certificate.  In the event that the Company is obligated to issue other 
securities (including shares of Common Stock) of the Company, pay cash 
and/or distribute other property pursuant to this Agreement, the Company 
will make all arrangements necessary so that such other securities, cash 
and/or other property are available for distribution by the Rights Agent, 
if and when appropriate.

          (d)     In case the registered holder of any Rights Certificate 
shall exercise less than all the Rights evidenced thereby, a new Rights 
Certificate evidencing Rights equivalent to the Rights remaining 
unexercised shall be issued by the Rights Agent and delivered to the 
registered holder of such Rights Certificate or to his duly authorized 
assigns, subject to the provisions of Section 3(c) and Section 14.

          (e)     Notwithstanding anything in this Agreement to the 
contrary, any Rights that are or were formerly beneficially owned on or 
after the earlier of the Distribution Date and the Trigger Date by (i) an 
Acquiring Person or any Associate or Affiliate of an Acquiring Person, 
(ii) a direct or indirect transferee of an Acquiring Person (or of an 
Associate or Affiliate of such Acquiring Person) who becomes a transferee 
after the Acquiring Person becomes such, or (iii) a direct or indirect 
transferee of an Acquiring Person (or of an Associate or Affiliate of such 
Acquiring Person) who becomes a transferee prior to or concurrently with 
the Acquiring Person becoming such and receives such Rights pursuant to 
either (A) a direct or indirect transfer (whether or not for consideration) 
from the Acquiring Person (or from an Associate or Affiliate of such 
Acquiring Person) to holders of equity interests in such Acquiring Person 
(or to holders of equity interests in any Associate or Affiliate of such 
Acquiring Person) or to any Person with whom the Acquiring Person (or an 
Associate or Affiliate of such Acquiring Person) has any continuing 
agreement, arrangement or understanding regarding the transferred Rights or 
(B) a direct or indirect transfer which a majority of the Board of 
Directors of the Company determines is part of a plan, arrangement or 
understanding which has as a primary purpose or effect the avoidance of 
this Section 7(e), shall, immediately upon the occurrence of a Triggering 
Event and without any further action, be null and void and no holder of 
such Rights shall have any rights whatsoever with respect to such Rights 
whether under this Agreement or otherwise, provided, however, that, in the 
case of transferees under clause (ii) or clause (iii) above, any Rights 
beneficially owned by such transferee shall be null and void only if and to 
the extent such Rights were formerly beneficially owned by a Person who 
was, at the time such Person beneficially owned such Rights, or who later 
became, an Acquiring Person or an Affiliate or Associate of such Acquiring 
Person.  The Company shall use all reasonable efforts to ensure that the 
provisions of this Section 7(e) are complied with, but shall have no 
liability to any holder of a Rights Certificate or to any other Person as a 
result of the Company's failure to make, or any delay in making (including 
any such failure or delay by the Board of Directors of the Company) any 
determinations with respect to an Acquiring Person or its Affiliates, 
Associates or transferees hereunder.

          (f)     Notwithstanding anything in this Agreement to the 
contrary, neither the Rights Agent nor the Company shall be obligated to 
undertake any action with respect to the registered holder of a Rights 
Certificate upon the occurrence of any purported exercise as set forth in 
this Section 7 unless such registered holder shall have (i) completed and 
signed the certificate contained in the form of election to purchase set 
forth on the reverse side of the Rights Certificate surrendered for such 
exercise and (ii) provided such additional evidence of the identity of the 
Beneficial Owner (or former or proposed Beneficial Owner) thereof or the 
Affiliates or Associates of such Beneficial Owner (or former or proposed 
Beneficial Owner) as the Company shall reasonably request.

     Section 8     Cancellation and Destruction of Rights Certificates.  
All Rights Certificates surrendered for the purpose of exercise, transfer, 
division, combination or exchange shall, if surrendered to the Company or 
to any of its agents, be delivered to the Rights Agent for cancellation or 
in canceled form, or, if surrendered to the Rights Agent, shall be canceled 
by it, and no Rights Certificates shall be issued in lieu thereof except as 
expressly permitted by the provisions of this Agreement.  The Company shall 
deliver to the Rights Agent for cancellation and retirement, and the Rights 
Agent shall so cancel and retire, any other Rights Certificate purchased or 
acquired by the Company otherwise than upon the exercise thereof.  The 
Rights Agent shall deliver all canceled Rights Certificates to the Company, 
or shall, at the written request of the Company, destroy such canceled 
Rights Certificates, and in such case shall deliver a certificate of 
destruction thereof to the Company.

     Section 9     Reservation and Availability of Preferred Stock.

          (a)     The Company covenants and agrees that it will cause to be 
reserved and kept available at all times out of its authorized and unissued 
shares of Preferred Stock or its authorized and issued shares of Preferred 
Stock held in its treasury (and, following the occurrence of a Triggering 
Event or a Business Combination, out of its authorized and unissued shares 
of Common Stock and/or other securities or out of its authorized and issued 
shares of Common Stock and/or other securities held in its treasury) free 
from preemptive rights or any right of first refusal, a sufficient number 
of shares of Preferred Stock (and, following the occurrence of a Triggering 
Event, shares of Common Stock and/or other securities) to permit the 
exercise in full of all Rights from time to time outstanding.

          (b)     The Company further covenants and agrees, so long as the 
Preferred Stock (and, following the occurrence of a Triggering Event or a 
Business Combination, shares of Common Stock and/or other securities) 
issuable upon the exercise of Rights may be listed on any United States 
national securities exchange or quoted on any automated quotation system, 
to use its best efforts to cause, from and after the time that the Rights 
become exercisable, all such shares and/or other securities reserved for 
such issuance to be listed on such exchange or quoted on such automated 
quotation system upon official notice of issuance upon such exercise.

          (c)     The Company further covenants and agrees that it will 
take all such action as may be necessary to ensure that all shares of 
Preferred Stock (and, following the occurrence of a Triggering Event or a 
Business Combination, shares of Common Stock and/or other securities) 
delivered upon the exercise of Rights shall, at the time of delivery of the 
certificates for such shares and/or such other securities (subject to 
payment of the Purchase Price), be duly and validly authorized and issued, 
fully paid, nonassessable, freely tradeable, not subject to liens or 
encumbrances, and free of preemptive rights, rights of first refusal or any 
other restrictions or limitations on the transfer or ownership thereof, of 
any kind or nature whatsoever.

          (d)     The Company further covenants and agrees that it will pay 
when due and payable any and all federal and state transfer taxes and 
charges which may be payable in respect of the original issuance or 
delivery of the Rights Certificates or of any certificates for shares of 
Preferred Stock (or Common Stock and/or other securities, as the case may 
be) upon the exercise of Rights.  The Company shall not, however, be 
required to (i) pay any transfer tax which may be payable in respect of any 
transfer involved in the issuance or delivery of any Rights Certificates or 
the issuance or delivery of any certificates for shares of Preferred Stock 
(or Common Stock and/or other securities as the case may be) to a Person 
other than, or in a name other than that of, the registered holder of the 
Rights Certificate evidencing Rights surrendered for exercise or 
(ii) transfer or deliver any Rights Certificate or issue or deliver any 
certificates for shares of Preferred Stock (or Common Stock and/or other 
securities as the case may be) upon the exercise of any Rights until any 
such tax shall have been paid (any such tax being payable by the holder of 
such Rights Certificate at the time of surrender) or until it has been 
established to the Company's satisfaction that no such tax is due.

          (e)     The Company shall (i) as soon as practicable following a 
Triggering Event (or such earlier time following the Distribution Date as 
may be required by law), prepare and file a registration statement on an 
appropriate form under the Securities Act with respect to the securities 
purchasable upon exercise of the Rights, (ii) cause such registration 
statement to become effective as soon as practicable after such filing, and 
(iii)  cause such registration statement to remain effective (with a 
prospectus at all times meeting the requirements of the Securities Act) 
until the earlier of (A) the date as of which Rights are no longer 
exercisable for such securities and (B) the Expiration Date.  The Company 
shall also take such action as may be necessary or appropriate under, or to 
ensure compliance with, the securities or "blue sky" laws of the various 
states in connection with the exercise of the Rights.  The Company may 
temporarily suspend, for a period of time not to exceed 90 days after the 
date of a Triggering Event, the exercisability of the Rights in order to 
prepare and file such registration statement and permit it to become 
effective.  Upon any such suspension, the Company shall make a public 
announcement stating that the exercisability of the Rights has been 
temporarily suspended, as well as a public announcement at such time as the 
suspension is no longer in effect. 

     Section 10     Preferred Stock Record Date.  Each Person in whose name 
any certificate for shares of Preferred Stock (or Common Stock and/or other 
securities, as the case may be) is issued upon the exercise of Rights shall 
for all purposes be deemed to have become the holder of record of the 
Preferred Stock (or Common Stock and/or other securities, as the case may 
be) represented thereby on, and such certificate shall be dated, the date 
upon which the Rights Certificate evidencing such Rights was duly 
surrendered and payment of the Purchase Price (and any applicable transfer 
taxes) was made; provided, however, that if the date of such surrender and 
payment is a date upon which the Preferred Stock (or Common Stock and/or 
other securities, as the case may be) transfer books of the Company are 
closed, such Person shall be deemed to have become the record holder of 
such shares (and/or such other securities, as the case may be) on, and such 
certificate shall be dated, the next succeeding Business Day on which the 
Preferred Stock (or Common Stock and/or other securities, as the case may 
be) transfer books of the Company are open.

     Section 11     Adjustments to Purchase Price, Number of Shares or 
Number of Rights.  The Purchase Price, the number and kind of securities, 
cash and other property obtainable upon exercise of each Right and the 
number of Rights outstanding shall be subject to adjustment from time to 
time as provided in this Section 11.

          (a)     Adjustments Prior to Trigger Date: 

(1) In the event the Company shall at any time after the 
               date of this Agreement and prior to the Trigger Date (i) pay 
               a dividend or make a distribution on the Common Stock 
               payable in shares of Common Stock, (ii) subdivide (by a 
               stock split or otherwise) the outstanding Common Stock into 
               a larger number of shares, (iii) combine (by a reverse stock 
               split or otherwise) the outstanding Common Stock into a 
               smaller number of shares (and any of the actions described 
               in clauses (i), (ii) or (iii) are herein called a "stock 
               split") then:

(A) The number of Rights outstanding shall be 
                    adjusted so that after giving effect to such stock 
                    split the number of Rights outstanding shall be exactly 
                    equal to the number of shares of Common Stock 
                    outstanding (and so that prior to the Distribution Date 
                    one Right shall be associated with every share of 
                    Common Stock outstanding after such stock split);

(B) The Exercise Amount shall be adjusted by 
                    multiplying the Exercise Amount in effect immediately 
                    prior to such stock split by a fraction, the numerator 
                    of which shall be the number of shares of Common Stock 
                    outstanding immediately prior to such stock split and 
                    the denominator of which shall be the number of shares 
                    of Common Stock outstanding immediately after such 
                    stock split; 

(C) The Purchase Price for each one ten-thousandth 
                    of a share of Preferred Stock shall not change; and

(D) The fraction of a share of Preferred Stock 
                    purchasable with each Right immediately after such 
                    stock split shall be equal to the product derived by 
                    multiplying the fraction of a share of Preferred Stock 
                    purchasable with each Right immediately prior to such 
                    stock split times the fraction cited in clause (B) 
                    above.

               The following example illustrates the intended operation of 
               the preceding provisions.  Assume that initially, each Right 
               would (when and if it became exercisable) entitle its holder 
               to purchase one ten-thousandth of a share of Preferred Stock 
               for $200 (and  accordingly the initial Exercise Amount and 
               the initial Purchase Price per one ten-thousandth of a share  
               of Preferred Stock are each $200).  Assume further that 
               prior to the Distribution Date, the Company splits its 
               Common Stock two for one (thereby doubling the number of 
               shares of Common Stock outstanding).  The intended operation 
               of the preceding adjustment provisions is that: (i) the 
               number of Rights outstanding would also double; (ii) one 
               Right would be associated with each share of Common Stock 
               outstanding after the stock split; (iii) each Right would 
               have an Exercise Amount equal to $100; (iv) each Right will 
               entitle its holder (when and if the Right becomes 
               exercisable) to purchase one twenty-thousandth of one share 
               of Preferred Stock; and (v) the Purchase Price for each one 
               ten-thousandth of a share of Preferred Stock would remain 
               $200 so that the price for each one twenty-thousandth of a 
               share of Preferred Stock purchasable with each Right would 
               be $100.

(2) Adjustment in Rights Certificates: In the event the 
               Distribution Date shall occur and the Company shall issue 
               separate certificates to represent the Rights, the following 
               provisions shall thereafter apply:

(A) In the event the number of Rights outstanding 
                    are increased pursuant to Section 11(a)(1), the Company 
                    shall as promptly as reasonably possible distribute to 
                    the record holders of the Rights on the record date for 
                    the stock split giving rise to the increase in the 
                    number of Rights certificates representing the 
                    additional Rights issuable by reason of such stock 
                    split.

(B) In the event the number of Rights outstanding 
                    are reduced pursuant to Section 11(a) by reason of the 
                    occurrence of a reverse stock split or its functional 
                    equivalent, then each Rights certificate outstanding 
                    prior to such reverse stock split shall thereafter 
                    represent the reduced number of Rights into which the 
                    Rights represented by such certificate immediately 
                    prior to such reverse stock split shall have been 
                    converted by reason of the occurrence of that reverse 
                    stock split.

          (b)     Basic Triggering Event Adjustments:  Upon the first 
occurrence of a Triggering Event (except as otherwise provided in this 
Agreement), each Right shall be changed so that immediately after the 
Triggering Event: 

(1) it shall no longer be exercisable for Preferred 
               Stock but rather shall be exercisable for Common Stock
               (subject to adjustment as provided in Section 11(c));  

(2) the number of shares of Common Stock which may be 
               acquired (upon exercise of each Right and payment of the 
               Exercise Amount) shall be equal to the result obtained by 
               dividing (x) 50 percent of the Current Market Price per 
share of 
               Common Stock on the date of the occurrence of the Triggering 
               Event into (y) the Exercise Amount in effect immediately 
               prior to the Triggering Event; and 

(3) the Purchase Price per Common Share purchasable with 
               each Right shall be equal to 50 percent of the Current 
Market Price 
               per share of Common Stock on the date of the occurrence of 
               the Triggering Event.

          (c)  Other Post Triggering Event Adjustments.

(1) Use of Common Equivalent Shares or Cash:  In the 
               event that the number of shares of Common Stock which are 
               authorized by the Company's certificate of incorporation, 
               but which are not outstanding or reserved for issuance for 
               purposes other than upon exercise of the Rights ("Available 
               Common Stock") is not sufficient to permit the exercise in 
               full of the Rights after the adjustment made in accordance 
               with Section 11(b), then:

(A) First, the Available Common Stock shall be 
                    allocated among all of the then-outstanding and
                    exercisable Rights so that each Right shall entitle its 
                    holder to receive (upon exercise of the Right and 
                    payment of the Exercise Amount) the same amount of 
                    Available Common Stock and (ii) second, the Board of 
                    Directors of the Company shall promptly take 
                    appropriate action to declare that each Right shall 
                    additionally entitle its holder to receive (x) a number 
                    of Common Equivalent Shares equal to the remainder 
                    derived by subtracting the number of shares of 
                    Available Common Stock allocated to each Right in the 
                    preceding clause (i) from the total number of shares of 
                    Common Stock which would have been purchasable with 
                    such Right if the Corporation had a sufficient number 
                    of shares of Common Stock to permit the Right to be 
                    exercisable entirely for Common Stock (such remainder 
                    being referred to herein as the "Unallocated Shares"), 
                   (y) cash in an amount equal to the Current Value of the 
                    Unallocated Shares, or (z) any combination of the 
                    foregoing determined by the Board of Directors of the 
                    Company so long as each Right entitles its holder to 
                    receive the same kind and amount of Common Equivalent 
                    Shares and the same amount of cash as the holder of 
                    each other Right.  For purposes of the preceding 
                    sentence, the "Current Value" of a particular number of 
                    Unallocated Shares shall be equal to the product 
                    derived by multiplying that particular number times the 
                    greater of (i) the Current Market Price (calculated as 
                    prescribed in Section 1) for the Common Stock on  the 
                    day on which the Board of Directors determines to make 
                    a substitution of cash for such Unallocated Shares (the 
                    "Substitution Date") or (ii) the closing price per 
                    share (calculated as prescribed in Section 1) for the 
                    Common Stock on the Trading Day immediately prior to 
                    the Substitution Date.

(B) For purposes of this Agreement, a "Common
                    Equivalent Share" shall be a share or fraction of a
                    share of preferred stock (including, but not limited 
                    to, Preferred Stock), as follows:   (i) with respect to 
                    Preferred Stock, a Common Equivalent Share shall be the 
                    fraction of a share of Preferred Stock equal to the 
                    reciprocal of the Adjustment Number in effect at the 
                    time the term shall be applied and/or the unit of 
                    Preferred Stock issued and (ii) with respect to 
                    preferred stock other than Preferred Stock, a Common 
                    Equivalent Share shall be a share or fraction of a 
                    share of such preferred stock that the Board of 
                    Directors of the Company deems to represent 
                    substantially the same proportionate interest in the 
                    Company as a Common Equivalent Share represented by 
                    such fraction of a share of Preferred Stock and to have 
                    a dividend rate and other characteristics as similar as 
                    possible to such fraction of a share of Preferred 
                    Stock.  The term "Common Share" whenever it is used in 
                    this Agreement means both a share of Common Stock and a 
                    Common Equivalent Share. 

(C) If circumstances after the initial Trigger Date 
                    require the use of Common Equivalent Shares, the 
                    Company shall use its best efforts to obtain 
                    authorization to issue (i) a sufficient quantity of 
                    Common Stock to permit Common Stock to be issued upon 
                    exercise of the Rights and/or any exercise of the 
                    exchange right under the following Section and (ii) a 
                    sufficient quantity of Common Equivalent Shares as may 
                    be necessary or appropriate to permit Common Equivalent 
                    Shares to be issued upon exercise of the Rights and/or 
                    any exercise of the exchange right under the following 
                    Section.  Each time the Company's authorized Common 
                    Stock shall be increased, the adjustment required under 
                    the preceding paragraphs shall be redone to maximize 
                    the amount of Common Stock issuable upon exercise of 
                    the Rights.  To the extent excess authorized Common 
                    Stock remains after the readjustment required by the 
                    preceding sentence, the holder of any outstanding 
                    Common Equivalent Share shall have the right at any 
                    time to require the Company to exchange that share for 
                    a share of Common Stock.  

(D) In no event, however, shall the Company be 
                    obligated to reserve any Common Stock for issuance 
                    under the Rights until and unless a Triggering Event 
                    actually occurs.

(E) In no event shall the Company issue any 
                    Preferred Stock except for issuances caused by exercise 
                    of the Rights and except for issuances required by this 
                    Section 11(c)(1), Section 11(c)(2) or Section 11(d)(6).

               (2)     Exchange Option:

(A) At any time after the occurrence of a 
                    Triggering Event and prior to (i) the time any Person 
                    (other than an Exempt Person), together with all 
                    Affiliates and Associates of such Person, becomes the 
                    Beneficial Owner of 50 percent or more of the Common 
Stock 
                    then outstanding and (ii) the occurrence of a Business 
                    Combination, the Board of Directors of the Company may, 
                    at its option, cause the Company to exchange for all or 
                    part of the then-outstanding and exercisable Rights, 
                    Common Shares at an exchange ratio of one Common Share 
                    per Right, appropriately adjusted to reflect any stock 
                    split, stock dividend or similar transaction occurring 
                    after the date of this Agreement (such exchange ratio 
                    being referred to herein as the "Exchange Ratio").  Any 
                    partial exchange shall be effected on a pro rata basis 
                    based on the number of Rights (other than Rights which 
                    have become void pursuant to the provisions of Section 
                    7(e) hereof) held by each holder of Rights.

(B) Immediately upon the action of the Board of 
                    Directors of the Company ordering the exchange of any 
                    particular Rights pursuant to this Section 11(c)(3) and 
                    without any further action and without any notice, the 
                    right to exercise those particular Rights shall 
                    terminate and the only right a holder shall have 
                    thereafter with respect to any of those particular 
                    Rights shall be to receive the number of Common Shares 
                    equal to the number of such Rights held by such holder 
                    multiplied by the Exchange Ratio.  The Company shall 
                    promptly give public notice of any such exchange and in 
                    addition, the Company shall promptly mail a notice of 
                    any such exchange to all of the holders of such Rights 
                    in accordance with Section 25 of this Agreement; 
                    provided, however, that the failure to give, any delay 
                    in giving or any defect in, such notice shall not 
                    affect the validity of such exchange.  Each such notice 
                    of exchange will state the method by which the exchange 
                    of the Common Shares for Rights will be effected and, 
                    in the event of any partial exchange, the number of 
                    Rights which will be exchanged.   The Company shall not 
                    be required to issue fractions of Common Shares or to 
                    distribute certificates which evidence fractional 
                    Common Shares.  In lieu of such fractional Common 
                    Shares, the Company shall pay to the registered holders 
                    of the Rights Certificates with regard to which such 
                    fractional Common Shares would otherwise be issuable an 
                    amount in cash equal to the product derived by 
                    multiplying (x) the subject fraction, by (y) the last 
                    sale price of the Common Shares on the fifth Trading 
                    Day following the public announcement of the exchange 
                    by the Company, or, in case no such sale takes place on 
                    such day, the average of the closing bid and asked 
                    prices on such day, in either case on a when issued 
                    basis (taking into account the exchange), as reported 
                    in the principal consolidated transaction reporting 
                    system with respect to securities listed or admitted to 
                    trading on the NYSE (or, if the Common Shares are not 
                    so listed or traded, then as determined in the manner 
                    provided under the definition of "Current Market 
                    Price," adjusted to take into account the exchange).  
                    In determining whether any particular holder shall be 
                    obligated to receive cash in lieu of a fractional 
                    share, the holder shall be entitled to have all Rights 
                    beneficially owned by such holder aggregated so that 
                    only one fractional share shall be attributable to all 
                    the Rights so beneficially owned.

          (d)     Antidilution Adjustments After the Trigger Date:

(1) In the event the Company shall at any time after the 
               Trigger Date effect any stock split with respect to its 
               Common Stock, then the Purchase Price to be in effect after 
               such stock split shall be determined by multiplying the 
               Purchase Price in effect immediately prior to such action by 
               a fraction, the numerator of which shall be the number of 
               Common Shares outstanding immediately prior to such stock 
               split and the denominator of which shall be the number of 
               Common Shares outstanding immediately after such stock 
               split.

(2) In case the Company shall at any time after the 
Trigger Date fix a record date for the making of a 
distribution to holders of Common Stock (including any such 
distribution made in connection with a reclassification of 
the Common Stock or a consolidation or merger in which the 
Company is the surviving corporation) of securities (other 
than Common Stock and rights, options or warrants referred 
to in Section 11(d)(3)), cash (other than a regular periodic 
cash dividend at an annual rate not in excess of (x) 125 
percent of the annual rate of the regular cash dividend paid 
on the Common Stock during the immediately preceding fiscal 
year or (y) in the event that a regular cash dividend was 
not paid on the Common Stock during such preceding fiscal 
year, 5 percent of the Current Market Price of the Common 
Stock on the date such regular cash dividend was first 
declared), property, evidences of indebtedness or assets, 
the Purchase Price to be in effect after such record date 
shall be determined by multiplying the Purchase Price in 
effect immediately prior to such record date by a fraction, 
the numerator of which shall be the Current Market Price per 
share of Common Stock on such record date, less the fair 
market value (as determined in good faith by a majority of 
the Board of Directors of the Company, whose determination 
shall be described in a statement filed with the Rights 
Agent) of such securities, cash, property, evidences of 
indebtedness or assets to be so distributed in respect of 
one share of Common Stock, and the denominator of which 
shall be such Current Market Price per share of Common Stock 
on such record date.  Such adjustments shall be made 
successively whenever such a record date is fixed; and in 
the event that such distribution is not made following such 
adjustment, the Purchase Price shall be readjusted to be the 
Purchase Price which would have been in effect if such 
record date had not been fixed.

(3) If the Company shall at any time after the Trigger 
Date fix a record date for the issuance of rights, options 
or warrants to holders of Common Shares entitling them to 
subscribe for or purchase Common Shares (or securities 
convertible into Common Shares) at a price per Common Share 
(or, in the case of a convertible security, having a 
conversion price per Common Share) less than the Current 
Market Price per share of Common Stock on such record date 
and requiring that the conversion or purchase right be 
exercised within 45 calendar days after such record date, 
the Purchase Price to be in effect after such record date 
shall be determined by multiplying the Purchase Price in 
effect immediately prior to such record date by a fraction, 
the numerator of which shall be the number of shares of 
Common Shares outstanding on such record date, plus the 
number of Common Shares which the aggregate exercise and/or 
conversion price for the total number of Common Shares which 
are obtainable upon exercise and/or conversion of such 
rights, options, warrants or convertible securities would 
purchase at such Current Market Price, and the denominator 
of which shall be the number of shares of Common Shares 
outstanding on such record date, plus the number of 
additional Common Shares which may be obtained upon exercise 
and/or conversion of such rights, options, warrants or 
convertible securities.  In case such subscription price may 
be paid in a consideration part or all of which shall be in 
a form other than cash, the value of such consideration 
shall be as determined in good faith by a majority of the 
Board of Directors of the Company, whose determination shall 
be described in a statement filed with the Rights Agent and 
shall be binding on the Rights Agent.  Common Shares owned 
by or held for the account of the Company or any Subsidiary 
of the Company shall not be deemed outstanding for the 
purpose of any such computation.  Such adjustment shall be 
made successively whenever such a record date is fixed; and 
in the event that such rights, options or warrants are not 
issued following such adjustment, the Purchase Price shall 
be readjusted to be the Purchase Price which would have been 
in effect if such record date had not been fixed.

(4) Anything in this Section 11 to the contrary 
notwithstanding, the Company shall be entitled to make such 
reductions in the Purchase Price, in addition to those 
adjustments expressly required by this Section 11, as and to 
the extent that it in its sole discretion shall determine to 
be advisable in order that any combination or subdivision of 
the Common Stock, issuance wholly for cash of any Common 
Stock at less than the Current Market Price, issuance wholly 
for cash of Common Stock or securities which by their terms 
are convertible into or exchangeable or exercisable for 
Common Shares, stock dividends or issuance of rights, 
options or warrants referred to in this Section 11, 
hereafter made by the Company to holders of its Common 
Shares, shall not be taxable to such stockholders.

(5) After each adjustment of the Purchase Price pursuant 
to any of subsections (1) - (4) immediately above, the 
number of Common Shares purchasable with each Right shall be 
adjusted to the quotient derived by dividing the Purchase 
Price as constituted after giving effect to such adjustment 
into the Exercise Amount.

(6) The Company shall not take any of the actions 
described in any of subsections (1) - (3) above at a time 
when any Common Equivalent Shares are outstanding unless the 
Company shall take substantively identical actions with 
respect to the outstanding Common Stock and outstanding 
Common Equivalent Shares.  Conversely, the Company shall not 
take any actions with respect to outstanding Common 
Equivalent Shares analogous to those described in any of 
subsections (1) - (3) above unless the Company shall take 
substantively identical actions with respect to the 
outstanding Common Stock and outstanding Common Equivalent 
Shares.

          (e)     Recapitalizations.  

(1) In the event that after the Trigger Date, the 
Company shall issue any securities in a reclassification of 
the Common Stock or in any other recapitalization (including 
any such reclassification in connection with a consolidation 
or merger in which the Company is the surviving 
corporation), then in each such event:

(A) the property purchasable with each Right shall 
be adjusted to be whatever the owner of that Right 
would have owned by reason of both (i) the exercise of 
that Right immediately prior to such recapitalization 
or reclassification and (ii) the effect of that 
recapitalization or reclassification on the property 
assumed to have been received in such exercise.  

(B) The Exercise Amount shall be allocated among 
the shares of stock and/or other units of property for 
which the  Right shall be exercisable after giving 
effect to the adjustment cited in clause (A) based on 
the fair market value of such property to determine the 
Purchase Price for each such share and/or unit.

(2) To illustrate the intended operation of this 
provision, assume that: (i) immediately prior to a 
reclassification, each Right were exercisable for 10 Common 
Shares and the Exercise Amount were $200 (resulting in a 
purchase price of $20 per Common Share); (ii) as a result of 
the Reclassification, each outstanding Common Share is 
reclassified into two New Common Shares and one Series C 
Share; and (iii) immediately after the reclassification, the 
market value of each New Common Share was $15 and the market 
value of each Series C share was $10.  Immediately after the 
assumed reclassification, each Right would be exercisable 
for 20 New Common Shares at a purchase price of $7.50 per 
share and ten Series C Shares at a purchase price of $5 per 
share.

          (f)     In the event a Triggering Event shall occur, or in the 
event there shall be a recapitalization or reclassification pursuant to 
Section 11(e), or in the event there shall be any merger or other action 
which shall cause a change in the property purchasable with the Rights 
under Section 13, or in the event there shall be any other occurrence or 
development which shall cause the property purchasable with the Rights to 
consist in whole or in part of anything other than Preferred Stock, then 
and in any such event:

(1) The certificates representing the Rights shall 
automatically be deemed to represent the adjusted terms of 
the Rights without the need to replace such certificates.  
The Company shall thereafter make arrangements for the 
production of certificates representing the revised terms of 
the Rights resulting from such adjustment and shall use such 
certificates to represent Rights for which new certificates 
shall be issuable by reason of a transfer of record 
ownership or by reason of a request by the existing record 
owner for a replacement certificate representing the revised 
terms of the Rights.

(2) The principles underlying the adjustment provisions 
in this Section 11 and elsewhere in this Agreement shall be 
applied to fairly and proportionately adjust the shares or 
other property purchasable with the Rights and the purchase 
price for each share or other property unit purchasable with 
the Rights after giving effect to the adjustments required 
by reason of such event to reflect any subsequent capital 
changes or other events.  Without limiting by implication 
the generality of the preceding sentence, the provisions of 
Sections 7, 9, 10, 12, 13, 14 and 24 of this Agreement which 
related to the Preferred Stock shall after the occurrence of 
any such event apply in a substantively identical manner to 
the shares or other property purchasable with the Rights 
after giving effect to such event.

          (g)     Before taking any action that would cause an adjustment 
reducing the Purchase Price per share at which shares are purchasable with 
the Rights below the par value of those shares,  the Company shall take any 
corporate action which may, in the opinion of its counsel, be necessary in 
order that the Company may validly and legally issue fully paid and 
nonassessable shares at such adjusted Purchase Price.

          (h)     In any case in which this Section 11 shall require that 
an adjustment be made effective as of a record date for a specified event, 
the Company may elect to defer until the occurrence of such event the 
issuance to the holder of any Right exercised after such record date the 
shares of Common Stock and other securities, cash or property of the 
Company, if any, issuable upon such exercise over and above the shares of 
Common Stock and other securities, cash or property of the Company, if any, 
issuable upon such exercise on the basis of the Purchase Price in effect 
prior to such adjustment; provided, however, that the Company shall deliver 
to such holder a due bill or other appropriate instrument evidencing such 
holder's right to receive such additional shares (fractional or otherwise) 
or other securities, cash or property upon the occurrence of the event 
requiring such adjustment.

          (i)     The Company covenants and agrees that on and after the 
Trigger Date neither it nor any combination of it and its subsidiaries 
shall  (i) consolidate with any other Person, or (ii) merge with or into 
any other Person or (iii) directly or indirectly sell, lease, or otherwise 
transfer or dispose of (in one transaction or a series of related 
transactions) assets or earning power aggregating more than 50 percent of 
the assets or earning power of the Company and its Subsidiaries taken as a 
whole to any other Person if (A) at the time of or immediately after such 
consolidation, merger, sale, lease, transfer, or disposition there are any 
rights, warrants, securities or other instruments outstanding or agreements 
in effect which would substantially diminish or otherwise eliminate the 
benefits intended to be afforded by the Rights, (B) prior to, 
simultaneously with or immediately after such consolidation, merger, sale, 
lease, transfer, or disposition the stockholders (or equity holders) of the 
Person who constitutes, or would constitute, the Principal Party in such 
transaction shall have received a distribution of Rights previously owned 
by such Person or any of its Affiliates or Associates or (C) the form or 
nature of organization of the Principal Party would preclude or limit the 
exercisability of the Rights.  The Company shall not consummate any such 
consolidation, merger, sale, lease, transfer, or disposition unless prior 
thereto the Company and such other Person shall have executed and delivered 
to the Rights Agent a supplemental agreement evidencing compliance with 
this Section 11(i).

          (j)     The Company covenants and agrees that, after the Trigger 
Date it will not, except as permitted by Section 11(c)(3) of this 
Agreement, take (or permit any Subsidiary to take) any action if at the 
time such action is taken it is reasonably foreseeable that such action 
will, directly or indirectly, diminish or otherwise eliminate the benefits 
intended to be afforded by the Rights.

     Section 12     Certification of Adjustments.  Whenever an adjustment 
is made as provided in Sections 11 and 13, the Company shall (a) promptly 
prepare a certificate setting forth such adjustment and a brief statement 
of the facts accounting for such adjustment, (b) promptly file with the 
Rights Agent and with each transfer agent for the stock then purchasable 
with the Rights a copy of such certificate and (c) mail a brief summary 
thereof to each holder of a Rights Certificate (or, if no Rights 
Certificates have been issued, to each holder of a certificate representing 
shares of Common Stock) in accordance with Section 25.  Notwithstanding the 
foregoing sentence, the failure of the Company to give such notice shall 
not affect the validity of or the force or effect of or the requirement for 
such adjustment.  Any adjustment to be made pursuant to Sections 11 and 13 
of this Agreement shall be effective as of the date of the event giving 
rise to such adjustment.  The Rights Agent shall be fully protected in 
relying on any such certificate and on any adjustment therein contained and 
shall not be obligated or responsible for calculating any adjustment nor 
shall it be deemed to have knowledge of such adjustment unless and until it 
shall have received such certificate.

     Section 13     Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power.

          (a)     A "Business Combination" shall be deemed to occur in the 
event that, in or following a Triggering Event, (i) the Company shall, 
directly or indirectly, consolidate with, or merge with and into, any other 
Person (other than a Subsidiary of the Company in a transaction that 
complies with Section 11(i) and Section 11(j) of this Agreement) in a 
transaction in which the Company is not the continuing, resulting or 
surviving corporation of such merger or consolidation, (ii) any Person 
(other than a Subsidiary of the Company in a transaction that complies with 
Section 11(i) and Section 11(j) of this Agreement) shall, directly or 
indirectly, consolidate with the Company, or shall merge with and into the 
Company, in a transaction in which the Company is the continuing, resulting  
or surviving corporation of such merger or consolidation and, in connection 
with such merger or consolidation, all or part of the Common Stock shall be 
changed (including, without limitation, any conversion into or exchange for 
securities of the Company or of any other Person, cash or any other 
property), (iii) the Company shall, directly or indirectly, effect a share 
exchange in which all or part of the Common Stock shall be changed 
(including, without limitation, any conversion into or exchange for 
securities of any other Person, cash or any other property) or (iv) the 
Company shall, directly or indirectly, sell, lease, exchange, mortgage, 
pledge or otherwise transfer or dispose of (or one or more of its 
Subsidiaries shall directly or indirectly sell, lease, exchange, mortgage, 
pledge or otherwise transfer or dispose of), in one transaction or a series 
of related transactions, assets or earning power aggregating more than 50 
percent of the assets or earning power of the Company and its Subsidiaries 
(taken as a whole) to any other Person (other than the Company or any of 
its Subsidiaries in one or more transactions each and all of which comply 
with Section 11(i) and Section 11(j) of this Agreement).

               In the event of a Business Combination, proper provision 
shall be made so that each holder of a Right (except as otherwise provided 
in this Agreement) shall thereafter have the right to receive, upon the 
exercise of each Right, such number of shares of Common Stock of the 
Principal Party as shall be equal to the result obtained by dividing the 
Exercise Amount in effect prior to the Business Combination by 50 percent 
of the Current Market Price per share of the Common Stock of such Principal 
Party immediately prior to the consummation of such Business Combination.  
All shares of Common Stock of any Person for which any Right may be 
exercised after consummation of a Business Combination as provided in this 
Section 13(a) shall, when issued upon exercise thereof in accordance with 
this Agreement, be duly and validly authorized and issued, fully paid, 
nonassessable, freely tradeable, not subject to liens or encumbrances, and 
free of preemptive rights, rights of first refusal or any other 
restrictions or limitations on the transfer or ownership thereof of any 
kind or nature whatsoever.  The Purchase Price per share for such Common 
Stock immediately after such Business Combination shall be equal to 50 
percent of the Current Market Price per share of the Common Stock of such 
Principal Party immediately prior to the consummation of such Business 
Combination.

          (b)     After consummation of any Business Combination, (i) the 
Principal Party shall be liable for, and shall assume, by virtue of such 
Business Combination and without the necessity of any further act, all the 
obligations and duties of the Company pursuant to this Agreement, (ii) the 
term "Company" as used in this Agreement shall thereafter be deemed to 
refer to such Principal Party and (iii) such Principal Party shall take all 
steps (including, but not limited to, the reservation of a sufficient 
number of shares of its Common Stock in accordance with Section 9) in 
connection with such Business Combination as necessary to ensure that the 
provisions of this Agreement shall thereafter be applicable, as nearly as 
reasonably may be, in relation to the shares of its Common Stock thereafter 
deliverable upon the exercise of the Rights.

          (c)     The Company shall not consummate any Business Combination 
unless prior thereto (i) the Principal Party shall have a sufficient number 
of authorized shares of its Common Stock which have not been issued or 
reserved for issuance (other than shares reserved for issuance pursuant to 
this Agreement to the holders of Rights) to permit the exercise in full of 
the Rights in accordance with this Section 13, (ii) the Company and such 
Principal Party shall have executed and delivered to the Rights Agent a 
supplemental agreement providing for the fulfillment of the Principal 
Party's obligations and the terms as set forth in paragraphs (a) and (b) of 
this Section 13 and further providing that, as soon as practicable on or 
after the date of such Business Combination, the Principal Party, at its 
own expense, shall (A) prepare and file, if necessary, a registration 
statement on an appropriate form under the Securities Act with respect to 
the Rights and the securities purchasable upon exercise of the Rights, 
(B) use its best efforts to cause such registration statement to become 
effective as soon as practicable after such filing and remain effective 
(with a prospectus at all times meeting the requirements of the Securities 
Act) until the Expiration Date, (C) deliver to holders of the Rights 
historical financial statements for the Principal Party and each of its 
Affiliates which comply in all respects with the requirements for 
registration on Form 10 (or any successor form) under the Exchange Act, 
(D) use its best efforts to qualify or register the Rights and the 
securities purchasable upon exercise of the Rights under the state 
securities or "blue sky" laws of such jurisdictions as may be necessary or 
appropriate, (E) use its best efforts to list the Rights and the securities 
purchasable upon exercise of the Rights on a United States national 
securities exchange and (F) obtain waivers of any rights of first refusal 
or preemptive rights in respect of the Common Stock of the Principal Party 
subject to purchase upon exercise of outstanding Rights, (iii) the Company 
and the Principal Party shall have furnished to the Rights Agent an opinion 
of independent counsel stating that such supplemental agreement is a legal, 
valid and binding agreement of the Principal Party enforceable against the 
Principal Party in accordance with its terms, and (iv) the Company and the 
Principal Party shall have filed with the Rights Agent a certificate of a 
nationally recognized firm of independent accountants setting forth the 
number of shares of Common Stock of such issuer which may be purchased upon 
the exercise of each Right after the consummation of such Business 
Combination.

          (d)     The provisions of this Section 13 shall similarly apply 
to successive Business Combinations.  In the event a Business Combination 
shall be consummated at any time after the occurrence of a Triggering 
Event, the Rights which have not theretofore been exercised shall 
thereafter be exercisable for the consideration and in the manner described 
in Section 13(a).  The provisions of Section 11(b) of this Agreement shall 
be applicable to events which occur after a Business Combination.

          (e)     Notwithstanding any other provision of this Agreement, no 
adjustment to the number or kind of shares (or fractions of a share), cash 
or other property for which a Right is exercisable or the number of Rights 
outstanding or associated with each share of Common Stock or any similar or 
other adjustment shall be made or be effective if such adjustment would 
have the effect of reducing or limiting the benefits the holders of the 
Rights would have had absent such adjustment, including, without 
limitation, the benefits under Sections 11 and 13, unless the terms of this 
Agreement are amended so as to preserve such benefits, provided that this 
paragraph shall not prevent any change prior to the Trigger Date permitted 
by Section 26(a) and provided that this Section 13(e) shall not be deemed 
to limit or impair the right to engage in an exchange pursuant to Section 
11(c)(2).

          (f)     The Company covenants and agrees that it shall not effect 
any Business Combination if at the time of, or immediately after such 
Business Combination, there are any rights, options, warrants or other 
instruments outstanding which would diminish or otherwise eliminate the 
benefits intended to be afforded by the Rights.

          (g)     Without limiting the generality of this Section 13, in 
the event the nature of the organization of any Principal Party shall 
preclude or limit the acquisition of Common Stock of such Principal Party 
upon exercise of the Rights as required by Section 13(a) as a result of a 
Business Combination, it shall be a condition to such Business Combination 
that such Principal Party shall take such steps (including, but not limited 
to, a reorganization) as may be necessary to ensure that the benefits 
intended to be derived under this Section 13 upon the exercise of the 
Rights are assured to the holders thereof.

     Section 14     Fractional Rights and Fractional Shares.

          (a)     The Company shall not be required to issue fractional 
Rights or to distribute Rights Certificates which evidence fractional 
Rights.

          (b)     The Company shall permit the issuance and trading of 
Preferred Stock in fractional shares such that the smallest fractional 
share tradeable at any particular time shall equal the reciprocal of the 
Adjustment Number in effect at that particular time. The Company shall not 
be required to issue fractions of shares of Preferred Stock (other than 
fractions which are integral multiples of the reciprocal of the Adjustment 
Number) upon exercise of the Rights or to distribute certificates which 
evidence fractional shares of Preferred Stock (other than fractions which 
are integral multiples of the reciprocal of the Adjustment Number).  
Fractions of shares of Preferred Stock may, at the election of the Company, 
be evidenced by depositary receipts, pursuant to an appropriate agreement 
between the Company and a depositary selected by it, provided that such 
agreement shall provide that the holders of such depositary receipts shall 
have all the rights, privileges and preferences to which they are entitled 
as beneficial owners of the Preferred Stock.  In lieu of fractional shares 
of Preferred Stock that are not integral multiples of the reciprocal of the 
Adjustment Number, the Company may at its option (i) issue scrip or 
warrants in registered form (either represented by a certificate or 
uncertificated) or in bearer form (represented by a certificate) which 
shall entitle the holder to receive the reciprocal of the Adjustment Number 
of one share of Preferred Stock upon the surrender of such scrip or 
warrants aggregating the reciprocal of the Adjustment Number of one share 
of Preferred Stock, or (ii) pay to the registered holders of Rights 
Certificates at the time such Rights Certificates are exercised as provided 
in this Agreement an amount in cash equal to the same fraction of the 
relevant closing price of a share of Preferred Stock.  For purposes of this 
Section 14(b), the relevant closing price of a share of Preferred Stock 
shall be the closing price of a share of Preferred Stock (as determined 
pursuant to the second sentence of the definition of "Current Market Price" 
in Section 1) for the Trading Day immediately prior to the date of such 
exercise.

          (c)     The Company shall not be required to issue fractions of 
shares of Common Stock or Common Equivalent Shares or to distribute 
certificates which evidence fractional shares of Common Stock. In lieu of 
such fractional shares of Common Stock, the Company shall pay to the 
registered holders of the Rights Certificates with regard to which such 
fractional shares of Common Stock would otherwise be issuable an amount in 
cash equal to the product derived by multiplying (x) the subject fraction, 
by (y) the closing price of a share of Common Stock (as determined pursuant 
to the second sentence of the definition of "Current Market Price" in 
Section 1) for the Trading Day immediately prior to the date of such 
exercise.

          (d)     The holder of a Right by his acceptance thereof expressly 
waives any right to receive any fractional Rights or any fractional shares 
upon exercise of a Right (except as otherwise provided in this Agreement). 

     Section 15     Rights of Action.  Except as otherwise provided, all 
rights of action in respect of this Agreement are vested in the respective 
registered holders of the Rights Certificates (and, prior to the 
Distribution Date, any registered holders of associated Common Stock); and 
any registered holder of any Rights Certificate (or, prior to the 
Distribution Date, any share of associated Common Stock), without the 
consent of the Rights Agent or of the holder of any other Right, may, on 
his own behalf and for his own benefit, enforce, and may institute and 
maintain any suit, action or proceeding against the Company to enforce, or 
otherwise act in respect of, his rights pursuant to this Agreement.  
Without limiting the foregoing or any remedies available to the holders of 
Rights, it is specifically acknowledged that the holders of Rights would 
not have an adequate remedy at law for any breach of this Agreement and 
will be entitled to specific performance of the obligations under, and 
injunctive relief against actual or threatened violations of the 
obligations of any Person subject to, this Agreement.

     Section 16     Agreement of Rights Holders Concerning Transfer and 
Ownership of Rights.  Every holder of a Right by accepting the same 
consents and agrees with the Company and the Rights Agent and with every 
other holder of a Right that:

          (a)     prior to the Distribution Date, the Rights will be 
transferable only in connection with the transfer of Common Stock;

          (b)     after the Distribution Date, the Rights Certificates will 
be transferable on the registry books of the Rights Agent only if 
surrendered at the principal stock transfer office of the Rights Agent, 
duly endorsed or accompanied by a proper instrument of transfer; and 

          (c)     the Company and the Rights Agent may deem and treat the 
Person in whose name a Rights Certificate (or, prior to the Distribution 
Date, the associated Common Stock certificate) is registered as the 
absolute owner thereof and of the Rights evidenced thereby (notwithstanding 
any notations of ownership or writing on the Rights Certificate or the 
associated Common Stock certificate made by anyone other than the Company, 
the transfer agent for the stock purchasable with such Right or the Rights 
Agent) for all purposes whatsoever, and neither the Company nor the Rights 
Agent shall be affected by any notice to the contrary.

     Section 17     Rights Holder Not Deemed a Stockholder.  No holder, as 
such, of any Rights Certificate shall be entitled to vote or to receive 
dividends or distributions or shall be deemed for any purpose the holder of 
Preferred Stock or any other securities, cash or other property which may 
at any time be issuable on the exercise of the Rights represented thereby, 
nor shall anything contained in this Agreement or in any Rights Certificate 
be construed to confer upon the holder of any Rights Certificate, as such, 
any of the rights of a stockholder of the Company, including, without 
limitation, any right (i) to vote for the election of directors or upon any 
matter submitted to stockholders at any meeting thereof, (ii) to give or 
withhold consent to any corporate action, (iii) to receive notice of 
meetings or other actions affecting stockholders (except as provided in 
Section 24), (iv) to receive dividends, distributions or subscription 
rights, (v) to institute, as a holder of Preferred Stock or other 
securities issuable on exercise of the Rights represented by any Rights 
Certificate, any derivative action on behalf of the Company, or otherwise, 
until and only to the extent that the Right or Rights evidenced by such 
Rights Certificate shall have been exercised in accordance with the 
provisions of this Agreement.

     Section 18     Concerning the Rights Agent.  The Company agrees to pay 
to the Rights Agent reasonable compensation for all services rendered by it 
hereunder and, from time to time, on demand of the Rights Agent, its 
reasonable expenses and counsel fees and other disbursements incurred in 
the administration and execution of this Agreement and the exercise and 
performance of its duties hereunder.  The Company also agrees to indemnify 
the Rights Agent for, and to hold it harmless against, any loss, liability 
or expense, incurred without negligence, bad faith, willful misconduct or 
breach of this Agreement on the part of the Rights Agent, for anything done 
or omitted by the Rights Agent in connection with the acceptance and 
administration of this Agreement, including the costs and expenses of 
defending against any claim of liability in the premises.  The costs and 
expenses of enforcing this right of indemnification shall also be paid by 
the Company.  The indemnification provided for hereunder shall survive the 
expiration of the Rights and the termination of this Agreement.

          The Rights Agent may conclusively rely upon and shall be 
protected and shall incur no liability for or in respect of any action 
taken, suffered or omitted by it in connection with its administration of 
this Agreement in reliance upon any Rights Certificate or certificate for 
Preferred Stock or Common Stock or for other securities of the Company, 
instrument of assignment or transfer, power of attorney, endorsement, 
affidavit, letter, notice, direction, consent, certificate, statement or 
other paper or document reasonably believed by it to be genuine and to be 
signed, executed and, when necessary, verified or acknowledged, by the 
proper Person or Persons.

          Notwithstanding anything in this Agreement to the contrary, in no 
event shall the Rights Agent be liable for special, indirect or 
consequential loss or damage of any kind whatsoever (including but not 
limited to lost profits), even if the Rights Agent has been advised of the 
likelihood of such loss or damage and regardless of the form of the action.

     Section 19     Merger or Consolidation or Change of Name of Rights 
Agent.  Any corporation into which the Rights Agent or any successor Rights 
Agent may be merged or with which it may be consolidated, or any 
corporation resulting from any merger or consolidation to which the Rights 
Agent or any successor Rights Agent shall be a party, or any corporation 
succeeding to the corporate trust or stock transfer business of the Rights 
Agent or any successor Rights Agent, shall be the successor to the Rights 
Agent under this Agreement without the execution or filing of any document 
or any further act on the part of any of the parties hereto, provided that 
such corporation would be eligible for appointment as a successor Rights 
Agent under the provisions of Section 21.  In case at the time such 
successor Rights Agent shall succeed to the agency created by this 
Agreement any of the Rights Certificates shall have been countersigned but 
not delivered, any such successor Rights Agent may adopt the 
countersignature of the predecessor Rights Agent and deliver such Rights 
Certificate so countersigned; and in case at that time any of the Rights 
Certificates shall not have been countersigned, any successor Rights Agent 
may countersign such Rights Certificate either in the name of the 
predecessor Rights Agent or in the name of the successor Rights Agent; and 
in all such cases such Rights Certificates shall have the full force 
provided in the Rights Certificates and in this Agreement.

          In case at any time the name of the Rights Agent shall be changed 
and at such time any of the Rights Certificates shall have been 
countersigned but not delivered, the Rights Agent may adopt the 
countersignature under its prior name and deliver Rights Certificates so 
countersigned; and in case at that time any of the Rights Certificates 
shall not have been countersigned, the Rights Agent may countersign such 
Rights Certificates either in its prior name or in its changed name; and in 
all such cases such Rights Certificates shall have the full force provided 
in the Rights Certificates and in this Agreement.

     Section 20     Duties of Rights Agent.  The Rights Agent undertakes 
the duties and obligations imposed by this Agreement (and no implied duties 
or obligations shall be read into this Agreement against the Rights Agent) 
upon the following terms and conditions, by all of which the Company and 
the holders of Rights Certificates, by their acceptance thereof, shall be 
bound:

          (a)     Before the Rights Agent acts or refrains from acting, the 
Rights Agent may consult with legal counsel (who may be legal counsel for 
the Company), and the opinion of such counsel shall be full and complete 
authorization and protection to the Rights Agent as to any action taken or 
omitted by it in good faith and in accordance with such opinion.

          (b)     Whenever in the performance of its duties under this 
Agreement the Rights Agent shall deem it necessary or desirable that any 
fact or matter (including, without limitation, the identity of any 
Acquiring Person or any Affiliate or Associate of an Acquiring Person or 
the determination of Current Market Price) be proved or established by the 
Company prior to taking or suffering any action hereunder, such fact or 
matter (unless other evidence in respect thereof be specifically prescribed 
in this Agreement) may be deemed to be conclusively proved and established 
by a certificate signed by the Chairman, the Chief Executive Officer, the 
President, the Chief Financial Officer, the General Counsel, the Treasurer, 
any Vice President or the Secretary of the Company and delivered to the 
Rights Agent; and such certificate shall be full authorization to the 
Rights Agent for any action taken or suffered in good faith by it under the 
provisions of this Agreement in reliance upon such certificate.

          (c)     The Rights Agent shall be liable hereunder only for the 
negligence, bad faith, willful misconduct or breach of this Agreement by it 
or its attorneys or agent.

          (d)     The Rights Agent shall not be liable for or by reason of 
any of the statements of fact or recitals contained in this Agreement or in 
the Rights Certificates (except its countersignature thereof) or be 
required to verify the same, but all such statements and recitals are and 
shall be deemed to have been made by the Company only.

          (e)     The Rights Agent shall not be under any responsibility in 
respect of the validity of this Agreement or the execution and delivery of 
this Agreement (except the due execution and delivery of this Agreement by 
the Rights Agent) or in respect of the validity or execution of any Rights 
Certificate (except its countersignature thereof); nor shall it be 
responsible for any breach by the Company of any covenant or condition 
contained in this Agreement or in any Rights Certificate; nor shall it be 
responsible for any change or adjustment in the terms of the Rights 
(including the manner, method or amount thereof) provided for in 
Sections 3, 11, 13 or 23 or the ascertaining of the existence of facts that 
would require any such change or adjustment (except with respect to the 
exercise of Rights evidenced by Rights Certificates after actual notice of 
any change or adjustment is required); nor shall it by any act hereunder be 
deemed to make any representation or warranty as to the authorization or 
reservation of any shares of Preferred Stock, Common Stock or other 
securities to be issued pursuant to this Agreement or any Rights 
Certificate or as to whether any shares of Preferred Stock, Common Stock or 
other securities will, when issued, be validly authorized and issued, fully 
paid and nonassessable.

          (f)     The Company agrees that it will perform, execute, 
acknowledge and deliver or cause to be performed, executed, acknowledged 
and delivered all such further and other acts, instruments and assurances 
as may reasonably be required by the Rights Agent for the carrying out or 
performance by the Rights Agent of the provisions of this Agreement.

          (g)     The Rights Agent is hereby authorized and directed to 
accept instructions with respect to the performance of its duties hereunder 
from the Chairman, the Chief Executive Officer, the President, the Chief 
Financial Officer, the General Counsel, the Treasurer, any Vice President 
or the Secretary of the Company, and to apply to such officers for advice 
or instructions in connection with its duties, and it shall not be liable 
for any action taken or suffered to be taken by it in good faith in 
accordance with instructions of any such officer.  Any application by the 
Rights Agent for written instructions from the Company may, at the option 
of the Rights Agent, set forth in writing any action proposed to be taken 
or omitted by the Rights Agent under this Agreement and the date on or 
after which such action shall be taken of such omission shall be effective.  
The Rights Agent shall not be liable for any action taken by, or omission 
of, the Rights Agent in accordance with a proposal included in any such 
application on or after the date specified in such application (which date 
shall not be less than ten Business Days after the date any officer of the 
Company actually receives such application, unless any such officer shall 
have consented in writing to an earlier date) unless, prior to taking any 
such action (or the effective date in the case of an omission), the Rights 
Agent shall have received written instructions in response to such 
application subject to the proposed action or omission and/or specifying 
the action to be taken or omitted.

          (h)     The Rights Agent and any stockholder, director, officer 
or employee of the Rights Agent may buy, sell or deal in any of the Rights 
or other securities of the Company or become pecuniarily interested in any 
transaction in which the Company may be interested, or contract with or 
lend money to the Company or otherwise act as fully and freely as though 
the Rights Agent were not serving as such under this Agreement.  Nothing in 
this Agreement shall preclude the Rights Agent from acting in any other 
capacity  for the Company or for any other legal entity.

          (i)     The Rights Agent may execute and exercise any of the 
rights or powers hereby vested in it or perform any duty hereunder either 
itself or by or through its attorneys or agents.

          (j)     If, with respect to any Rights Certificate surrendered to 
the Rights Agent for exercise or transfer, the certificate attached to the 
form of assignment or form of election to purchase, as the case may be, has 
either not been completed or indicates an affirmative response to clause 1 
and/or 2 thereof, the Rights Agent shall not take any further action with 
respect to such requested exercise or transfer without first consulting 
with the Company.

          (k)     No provision of this Agreement shall require the Rights 
Agent to expend or risk its own funds or otherwise incur any financial 
liability in the performance of any of its duties hereunder or in the 
exercise of its rights if there shall be reasonable grounds for believing 
that repayment of such funds or adequate indemnification against such risk 
or liability is not reasonably assured to it.

          (l)     The Rights Agent shall not be required to take notice or 
be deemed to have notice of any fact, event or determination (including, 
without limitation, any dates or events defined in this Agreement or the 
designation of any Person as an Acquiring Person, Affiliate or Associate) 
under this Agreement unless and until the Rights Agent shall be 
specifically notified in writing by the Company of such fact, event or 
determination.

     Section 21     Change of Rights Agent.  The Rights Agent or any 
successor Rights Agent may resign and be discharged from its duties under 
this Agreement upon notice of 30 days in writing mailed to the Company and 
to each transfer agent of the Common Stock or Preferred Stock by registered 
or certified mail and, at the expense of the Company, to the holders of the 
Rights Certificates by either (i) first-class mail or (ii) by disclosure in 
a periodic report of the Company required to be filed under the Exchange 
Act, any permitted report under the Exchange Act, a press release of the 
Company or in any proxy or other communication of the Company with its 
stockholders.  The Company may remove the Rights Agent or any successor 
Rights Agent upon notice of 30 days in writing, mailed to the Rights Agent 
or successor Rights Agent, as the case may be, and to each transfer agent 
of the Common Stock or Preferred Stock by registered or certified mail, and 
to the holders of the Rights Certificates by either (i) first-class mail or 
(ii) by disclosure in a periodic report of the Company required to be filed 
under the Exchange Act, any permitted report under the Exchange Act, a 
press release of the Company or in any proxy or other communication of the 
Company with its stockholders.  If the Rights Agent shall resign or be 
removed or shall otherwise become incapable of acting, the Company shall 
appoint a successor to the Rights Agent.  Notwithstanding any other 
provision of this Agreement, in no event shall the resignation or removal 
of a Rights Agent be effective until a successor Rights Agent shall have 
been appointed and have accepted such appointment.  If the Company shall 
fail to make such appointment within a period of 30 days after such removal 
or after it has been notified in writing of such resignation or incapacity 
by the resigning or incapacitated Rights Agent or by any holder of a Rights 
Certificate (who shall, with such notice, submit his Rights Certificate for 
inspection by the Company), then the incumbent Rights Agent or the 
registered holder of any Rights Certificate may apply to any court of 
competent jurisdiction for the appointment of a new Rights Agent.  Any 
successor Rights Agent, whether appointed by the Company or by such a 
court, shall be (i) a corporation organized and doing business under the 
laws of the United States or of the State of New York (or of any other 
state of the United States so long as such corporation is authorized to 
conduct a banking, corporate trust or stock transfer business in the State 
of New York) in good standing, which is authorized under such laws to 
exercise corporate trust or stock transfer powers and is subject to super-
vision or examination by federal or state authority and which has at the 
time of its appointment as Rights Agent a combined capital and surplus of 
at least $50,000,000 or (ii) a subsidiary of a corporation described in 
clause (i) of this sentence.  After appointment, the successor Rights Agent 
shall be vested with the same powers, rights, duties and responsibilities 
as if it had been originally named as Rights Agent without further act or 
deed; but the predecessor Rights Agent shall deliver and transfer to the 
successor Rights Agent any property at the time held by it hereunder, and 
execute and deliver any further assurance, conveyance, act or deed 
necessary for such purpose.  Not later than the effective date of any such 
appointment, the Company shall file notice thereof in writing with the 
predecessor Rights Agent and each transfer agent of the Common Stock or 
Preferred Stock; the Company shall also either (i) mail a notice thereof in 
writing to the registered holders of the Rights Certificates or (ii) make a 
disclosure with respect thereto in a periodic report of the Company 
required to be filed under the Exchange Act, any permitted report under the 
Exchange Act, a press release of the Company or in any proxy or other 
communication of the Company with its stockholders.  Failure to give any 
notice provided for in this Section 21, however, or any defect therein, 
shall not affect the legality or validity of the resignation or removal of 
the Rights Agent or the appointment of the successor Rights Agent, as the 
case may be.

     Section 22     Issuance of New Rights Certificates.  Notwithstanding 
any of the provisions of this Agreement or of the Rights Certificates to 
the contrary, the Company may, at its option, issue new Rights Certificates 
evidencing Rights in such form as may be approved by a majority of the 
Board of Directors of the Company to reflect any adjustment or change in 
the Purchase Price per share and the number or kind or class of securities, 
cash or other property purchasable under the Rights Certificates made in 
accordance with the provisions of this Agreement.

     Section 23     Redemption and Termination.

          (a)     The Board of Directors of the Company may, at its option, 
at any time prior to the earlier of (i) the Trigger Date and (ii) the 
Expiration Date, redeem all but not less than all of the then-outstanding 
Rights at a redemption price of $.01 per Right (the "Redemption Price") 
appropriately adjusted to reflect any stock split, stock dividend or 
similar transaction occurring after the date of this Agreement.  The 
Company may, at its option, pay the Redemption Price in cash, shares 
(including fractional shares) of Common Stock (based on the Current Market 
Price of the Common Stock at the time of redemption) or any other form of 
consideration deemed appropriate by the Board of Directors.  The redemption 
of the Rights by the Board of Directors of the Company may be made 
effective at such time, on such basis and with such conditions as the Board 
of Directors of the Company in its sole discretion may establish.

          (b)     At the time and date of effectiveness set forth in any 
resolution of the Board of Directors of the Company ordering the redemption 
of the Rights, without any further action and without any further notice, 
the right to exercise the Rights will terminate and the only right 
thereafter of the holders of Rights shall be to receive the Redemption 
Price; provided, however, that such resolution of the Board of Directors of 
the Company may be revoked, rescinded or otherwise modified at any time 
prior to the time and date of effectiveness set forth in such resolution, 
in which event the right to exercise will not terminate at the time and 
date originally set for such termination by the Board of Directors of the 
Company. The Company shall promptly give public notice of any such 
redemption; provided, however, that the failure to give, or any defect in, 
any such notice shall not affect the validity of such redemption. The 
Company shall also give notice of such redemption to the Rights Agent.  The 
Company may elect to give notice of such redemption to the holders of the 
then-outstanding Rights by mailing such notice to all such holders at their 
last addresses as they appear upon the registry books of the Rights Agent 
or, prior to the issuance of Rights Certificates, on the registry books of 
the transfer agent for the Common Stock.  Any notice which is mailed in the 
manner provided in this Agreement shall be deemed given, whether or not the 
holder receives the notice.  In connection with any redemption permitted 
under this Section 23, the Company may, at its option, discharge all of its 
obligations with respect to the Rights by (i) issuing a press release 
announcing the manner of redemption of the Rights and (ii) mailing payment 
of the Redemption Price to the registered holders of the Rights at their 
last addresses as they appear on the registry books of the Rights Agent or, 
prior to the issuance of the Rights Certificates, on the registry books of 
the transfer agent for the Common Stock, and upon such action, all 
outstanding Rights Certificates shall be null and void without any further 
action by the Company.  Neither the Company nor any of its Affiliates or 
Associates may redeem, acquire or purchase for value any Rights at any time 
in any manner other than that specifically set forth in this Section 23, 
and other than in connection with the purchase of shares of Common Stock 
prior to the earlier of the Trigger Date and the Expiration Date.

     Section 24     Notice of Certain Events.  In case the Company, on or 
after the Distribution Date, shall propose to (a) pay any dividend payable 
in stock of any class to the holders of its Common Shares or to make any 
other distribution to the holders of its Common Shares (other than a 
regular periodic cash dividend at an annual rate not in excess of 125 
percent of the annualized rate of the cash dividend paid on the Common 
Shares during the immediately preceding fiscal year), or (b) offer to the 
holders of its Common Shares rights, options or warrants to subscribe for 
or to purchase any additional shares of Common Shares or shares of stock of 
any class or any other securities, rights or options, or (c) effect any 
reclassification of the Common Shares (other than a reclassification 
involving only the subdivision of outstanding shares of Common Shares, a 
change in the par value of such Common Shares or a change from par value to 
no par value), or (d) directly or indirectly effect any consolidation or 
merger into or with, or effect any sale, lease, exchange, or other transfer 
or disposition (or to permit one or more of its Subsidiaries to effect any 
sale, lease, exchange or other transfer or disposition), in one transaction 
or a series of related transactions, of more than 50 percent of the assets 
or earning power of the Company and its Subsidiaries (taken as a whole) to, 
any other Person, or (e) effect the liquidation, dissolution or winding up 
of the Company, then, in each such case, the Company shall give to each 
holder of a Right, in accordance with Section 25, a notice of such proposed 
action, which shall specify any record date for the purposes of such stock 
dividend or distribution of rights, or the date on which such 
reclassification, consolidation, merger, sale, lease, exchange, transfer, 
disposition, liquidation, dissolution or winding up is to take place and if 
such holders will or may participate therein, the date of participation 
therein by the holders of Common Shares, if any such date is to be fixed, 
and such notice shall be so given in the case of any action covered by 
clause (a) or (b) above at least 20 days prior to the record date for 
determining holders of the Common Shares for purposes of such action, and 
in the case of any such other action, at least 20 days prior to the date of 
the taking of such proposed action or the date of participation therein, if 
any, by the holders of Common Shares, whichever shall be the earlier.  The 
failure to give notice as required by this Section 24 or any defect therein 
shall not affect the legality or validity of the action taken by the 
Company or the vote upon any such action.

In case any Triggering Event or Business Combination shall occur, then, in 
any such case, the Company shall as soon as practicable thereafter give to 
each holder of a Rights Certificate, in accordance with Section 25, notice 
of the occurrence of such Triggering Event or Business Combination, which 
shall specify the Triggering Event or Business Combination and include a 
description of the consequences of such event to holders of Rights under 
Section 11 or 13.

     Section 25     Notices.  Notices or demands authorized by this 
Agreement to be given or made by the Rights Agent or by the holder of any 
Rights Certificate to or on the Company shall be sufficiently given or made 
if sent by first-class mail, postage prepaid, addressed (until another 
address is filed in writing with the Rights Agent) as follows:

               Motorola, Inc.
               1303 East Algonquin Road
               Schaumburg, Illinois  60196
               Attention:  Secretary

Subject to the provisions of Section 21, any notice or demand authorized by 
this Agreement to be given or made by the Company or by the holder of any 
Rights Certificate to or on the Rights Agent shall be sufficiently given or 
made if sent by registered or certified mail and shall be deemed given upon 
receipt and addressed (until another address is filed in writing with the 
Company) as follows:

               Harris Trust and Savings Bank
               311 West Monroe Street
               Chicago, Illinois  60606
               Attention:  Bruce R. Hartney

Notices or demands authorized by this Agreement to be given or made by the 
Company or the Rights Agent to the holder of any Rights Certificate shall 
be sufficiently given or made if sent by first-class mail, postage prepaid, 
addressed to such holder at the address of such holder as shown on the 
registry books of the Company (or, if no Rights Certificates have been 
issued, if sent by first-class mail, postage prepaid, addressed to each 
holder of a certificate representing shares of Common Stock at the address 
of such holder as shown on the Company's Common Stock registry books).

     Section 26     Supplements and Amendments.

          (a)     At any time prior to the Trigger Date, a majority of the 
Board of Directors of the Company may, and the Rights Agent shall, if so 
directed, supplement or amend any provision of this Agreement (including, 
without limitation, (i) the Beneficial Ownership percent as set forth in 
Section 1 at which a Person becomes an Acquiring Person, (ii) the 
definition of Exempt Person as set forth in Section 1 to include any Person 
in addition to the Persons described therein, and (iii) to the extent 
permitted by applicable law, the number, designation, preferences and 
rights of shares of the Preferred Stock as set forth in Exhibit A) without 
the approval of any holders of Rights.

          (b)     Except as otherwise provided in Section 26(c):

(1) The Board of Directors of the Company shall have the 
               exclusive power and authority to administer this Agreement
               and to exercise all rights and powers specifically granted
               to the Board of Directors or the Company, or as may be
               necessary or advisable in the administration of this
               Agreement, including, without limitation, the right and 
               power to (i) interpret the provisions of this Agreement and 
               (ii) make all determinations deemed necessary or advisable 
               for the administration of this Agreement (including a
               determination to redeem or not redeem the Rights, to 
               exchange or not exchange the Rights for Common Stock, or to 
               amend or supplement this Agreement).

(2) All such actions, calculations, interpretations and 
determinations (including, for purposes of clause (y) below, 
all omissions with respect to the foregoing) which are done 
or made by the Board of Directors of the Company in good 
faith shall (x) be final, conclusive and binding on the 
Company, the Rights Agent, the holders of the Rights and all 
other Persons and (y) not subject the Board of Directors of 
the Company to any liability to the holders of the Rights.

          (c)     From and after the Trigger Date:

(1) No amendment or other change shall be made in this 
Agreement or the terms of the Rights (including the number, 
designation, preferences and rights of shares of the 
Preferred Stock as set forth in Exhibit A) which would have 
an effect prohibited by Section 11(j) or Section 13(f) or 
which would otherwise adversely affect the interests of the 
holders of Rights Certificates (other than an Acquiring 
Person or any other Person in whose hands the Rights are 
void under the provisions of Section 7(e)).  Notwithstanding 
the foregoing, a majority of the Board of Directors may, and 
the Rights Agent shall, if so directed, amend this Agreement 
prior to the Trigger Date effective upon the Trigger Date. 

(2) The Board of Directors of the Company shall not be 
entitled to exercise the powers specified in Section 26(b) 
after the Trigger Date unless the Board of Directors can 
establish by clear and convincing evidence that its action 
satisfies the requirement in Section 26(c)(1).

          (d)     Notwithstanding anything in this Agreement to the 
contrary, no supplement or amendment that changes the rights and duties of 
the Rights Agent under this Agreement will be effective against the Rights 
Agent without the execution of such supplement or amendment by the Rights 
Agent.

     Section 27     Successors. All the covenants and provisions of this 
Agreement by or for the benefit of the Company or the Rights Agent shall 
bind and inure to the benefit of their respective successors and assigns 
hereunder.

     Section 28     Benefits of this Agreement.  Nothing in this Agreement 
shall be construed to give to any Person other than the Company, the Rights 
Agent and the registered holders of Rights any legal or equitable right, 
remedy or claim under this Agreement; and this Agreement shall be for the 
sole and exclusive benefit of the Company, the Rights Agent and the 
registered holders of the Rights.

     Section 29     Severability. Whenever possible, each provision of this 
Agreement shall be interpreted in such manner as to be valid and 
enforceable under applicable law, but if any provision of this Agreement 
shall be held to be prohibited by or unenforceable under applicable law, 
(i) such provision shall be applied to accomplish the objectives of the 
provision as originally written to the fullest extent permitted by law and 
(ii) all other provisions of this Agreement shall remain in full force and 
effect.  No rule of strict construction, rule resolving ambiguities against 
the person who drafted the provision giving rise to such ambiguities, or 
other such rule of interpretation shall be applied against any party with 
respect to this Agreement.

     Section 30     Governing Law.  This Agreement and each Rights 
Certificate issued hereunder shall be deemed to be a contract made under 
the laws of the State of Delaware and for all purposes shall be governed by 
and construed in accordance with the internal laws of Delaware applicable 
to contracts to be made and performed entirely within Delaware.

     Section 31     Counterparts.  This Agreement may be executed in 
counterparts and each of such counterparts shall for all purposes be deemed 
to be an original, and both such counterparts shall together constitute but 
one and the same instrument.

     Section 32      Descriptive Headings.  Descriptive headings of the 
several Sections of this Agreement are inserted for convenience only and 
shall not control or affect the meaning or construction of any of the 
provisions of this Agreement.

     Section 33     Grammatical Construction.  Throughout this Agreement, 
where such meanings would be appropriate, (a) any pronouns used herein 
shall include the corresponding masculine, feminine or neuter forms (e.g., 
references to "he" shall also include "she" and "it" and references to 
"who" and "whom" shall also include "which") and (b) the plural form of 
nouns and pronouns shall include the singular and vice-versa.

                            *    *    *    *    *


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be duly executed and their respective corporate seals to be hereunto 
affixed and attested, all as of the day and year first above written.

                               MOTOROLA, INC.

                               By________________________________
                               Title: Senior Vice President and Treasurer


                               HARRIS TRUST AND SAVINGS BANK
                               as Rights Agent


                               By________________________________
                               Title: Vice President






                                                                  Exhibit A



                                   FORM OF
               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
               OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES B
                                     OF
                                MOTOROLA, INC.

               Pursuant to Section 151 of the Corporation Law
                         of the State of Delaware


     Motorola, Inc., a corporation organized and existing under the General 
Corporation Law of the State of Delaware, in accordance with the provisions 
of Section 151 thereof, DOES HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors 
by the Certificate of Incorporation of the Corporation, the Board of 
Directors on November 5, 1998, adopted the following resolution creating a 
series of two hundred and fifty thousand (250,000) shares of Preferred 
Stock designated as Junior Participating Preferred Stock, Series B:

     RESOLVED, that pursuant to the authority vested in the Board of 
Directors by ARTICLE FOUR of the Certificate of Incorporation and out of 
the Preferred Stock authorized therein, the Board hereby authorizes that a 
series of Preferred Stock of the Corporation be, and it hereby is, created 
and approved for issuance in accordance with the Rights Agreement dated as 
of November 5, 1998, between the Corporation and Harris Trust and Savings 
Bank, and that the designation and amount thereof and the voting powers, 
preferences and relative, participating, optional and other special rights 
of the shares of such series, and the qualifications, limitations or 
restrictions thereof be, and hereby are, as follows:

     Section 1     Designation and Amount.  The shares of such series shall 
be designated as "Junior Participating Preferred Stock, Series B" (the 
"Series B Preferred Stock") and the number of shares constituting such 
series shall be 250,000.  Such number of shares may be increased or 
decreased by resolution of the Board of Directors; provided, that no 
decrease shall reduce the number of shares of Series B Preferred Stock to a 
number less than the number of shares then outstanding plus the number of 
shares reserved for issuance upon the exercise of outstanding options, 
rights or warrants or upon the conversion of any outstanding securities 
issued by the Corporation convertible into Series B Preferred Stock.

     Section 2     Dividends and Distributions.

     (A)     Subject to the prior and superior rights of the holders of any 
outstanding shares of any series of Preferred Stock ranking prior and 
superior to the shares of Series B Preferred Stock with respect to 
dividends, the holders of shares of Series B Preferred Stock, in preference 
to the holders of Common Stock and of any other junior stock, shall be 
entitled to receive, when, as and if declared by the Board of Directors out 
of funds legally available for the purpose, quarterly dividends payable in 
cash on the fifteenth day of March, June, September and December in each 
year (each such date being referred to herein as a "Quarterly Dividend 
Payment Date"), commencing on the first Quarterly Dividend Payment Date 
after the first issuance of a share or fraction of a share of Series B 
Preferred Stock, in an amount per share (rounded to the nearest cent) equal 
to the greater of (a) $250.00 or (b) the Adjustment Number (as defined 
below) times the aggregate per share amount of all cash dividends, and the 
Adjustment Number times the aggregate per share amount (payable in kind) of 
all non-cash dividends or other distributions other than a dividend payable 
in shares of Common Stock or a subdivision of the outstanding shares of 
Common Stock (by reclassification or otherwise), declared on the Common 
Stock since the immediately preceding Quarterly Dividend Payment Date or, 
with respect to the first Quarterly Dividend Payment Date, since the first 
issuance of any share or fraction of a share of Series B Preferred Stock.  
The "Adjustment Number" shall initially be 10,000.  In the event the 
Corporation shall at any time after November 5, 1998 (i) declare or pay any 
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide 
the outstanding Common Stock into a greater number of shares or (iii) 
combine the outstanding Common Stock into a smaller number of shares, then 
in each such case the Adjustment Number in effect immediately prior to such 
event shall be adjusted by multiplying such Adjustment Number by a 
fraction, the numerator of which is the number of shares of Common Stock 
outstanding immediately after such event and the denominator of which is 
the number of shares of Common Stock that were outstanding immediately 
prior to such event.

     (B)     The Corporation shall declare a dividend or distribution on 
the Series B Preferred Stock as provided in paragraph (A) of this Section 
immediately after it declares a dividend or distribution on the Common 
Stock (other than a dividend payable in shares of Common Stock); provided 
that, in the event no dividend or distribution shall have been declared on 
the Common Stock during the period between any Quarterly Dividend Payment 
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of 
$250.00 per share on the Series B Preferred Stock shall nevertheless be 
payable on such subsequent Quarterly Dividend Payment Date.

     (C)     Dividends shall begin to accrue and be cumulative on 
outstanding shares of Series B Preferred Stock from the Quarterly Dividend 
Payment Date next preceding the date of issue of such shares of Series B 
Preferred Stock, unless the date of issue of such shares is prior to the 
record date for the first Quarterly Dividend Payment Date, in which case 
dividends on such shares shall begin to accrue from the date of issue of 
such shares, or unless the date of issue is a Quarterly Dividend Payment 
Date or is a date after the record date for the determination of holders of 
shares of Series B Preferred Stock entitled to receive a quarterly dividend 
and before such Quarterly Dividend Payment Date, in either of which events 
such dividends shall begin to accrue and be cumulative from such Quarterly 
Dividend Payment Date.  Accrued but unpaid dividends shall not bear 
interest.  Dividends paid on the shares of Series B Preferred Stock in an 
amount less than the total amount of such dividends at the time accrued and 
payable on such shares shall be allocated pro rata on a share-by-share 
basis among all such shares at the time outstanding.  The Board of 
Directors may fix a record date for the determination of holders of shares 
of Series B Preferred Stock entitled to receive payment of a dividend or 
distribution declared thereon, which record date shall be no more than 30 
days prior to the date fixed for the payment thereof.

     Section 3     Voting Rights.  The holders of shares of Series B 
Preferred Stock shall have the following voting rights:

     (A)     Each share of Series B Preferred Stock shall entitle the 
holder thereof to a number of votes equal to the Adjustment Number (as 
adjusted from time to time pursuant to Section 2(A) hereof) on all matters 
submitted to a vote of the stockholders of the Corporation.

     (B)     Except as otherwise provided herein, by law or in the 
Certificate of Incorporation or By-Laws, the holders of shares of Series B 
Preferred Stock and the holders of shares of Common Stock and any other 
capital stock of the Corporation having general voting rights shall vote 
together as one class on all matters submitted to a vote of stockholders of  
the Corporation. 

          (i)     If at any time dividends on any Series B Preferred Stock 
shall be in arrears in an amount equal to six quarterly dividends thereon, 
the occurrence of such contingency shall mark the beginning of a period 
(herein called a "default period") that shall extend until such time when 
all accrued and unpaid dividends for all previous quarterly dividend 
periods and for the current quarterly period on all shares of Series B 
Preferred Stock then outstanding shall have been declared and paid or set 
apart for payment. During each default period, (1) the number of Directors 
shall be increased by two, effective as of the time of election of such 
Directors as herein provided, and (2) the holders of Series B Preferred 
Stock and the holders of other Preferred Stock upon which these or like 
voting rights have been conferred and are exercisable (the "Voting 
Preferred Stock") with dividends in arrears equal to six quarterly 
dividends thereon, voting as a class, irrespective of series, shall have 
the right to elect such two Directors.

          (ii)     During any default period, such voting right of the 
holders of Series B Preferred Stock may be exercised initially at a special 
meeting called pursuant to subparagraph (iii) of this Section 3(C) or at 
any annual meeting of stockholders, and thereafter at annual meetings of 
stockholders, provided that such voting right shall not be exercised unless 
the holders of at least one-third in number of the shares of Voting 
Preferred Stock outstanding shall be present in person or by proxy.  The 
absence of a quorum of the holders of Common Stock shall not affect the 
exercise by the holders of Voting Preferred Stock of such voting right.

          (iii)     Unless the holders of Voting Preferred Stock shall, 
during an existing default period, have previously exercised their right to 
elect Directors, the Board of Directors may order, or any stockholder or 
stockholders owning in the aggregate not less than 10 percent of the total 
number of shares of Voting Preferred Stock outstanding, irrespective of 
series, may request, the calling of a special meeting of the holders of 
Voting Preferred Stock, which meeting shall thereupon be called by the 
Chairman of the Board, the President, an Executive Vice President, a Vice 
President or the Secretary of the Corporation.  Notice of such meeting and 
of any annual meeting at which holders of Voting Preferred Stock are 
entitled to vote pursuant to this paragraph (C)(iii) shall be given to each 
holder of record of Voting Preferred Stock by mailing a copy of such notice 
to him at his last address as the same appears on the books of the 
Corporation.  Such meeting shall be called for a time not earlier than 10 
days and not later than 60 days after such order or request or, in default 
of the calling of such meeting within 60 days after such order or request, 
such meeting may be called on similar notice by any stockholder or 
stockholders owning in the aggregate not less than 10 percent of the total 
number of shares of Voting Preferred Stock outstanding.  Notwithstanding 
the provisions of this paragraph (C)(iii), no such special meeting shall be 
called during the period within 60 days immediately preceding the date 
fixed for the next annual meeting of the stockholders.

          (iv)     In any default period, after the holders of Voting 
Preferred Stock shall have exercised their right to elect Directors voting 
as a class, (x) the Directors so elected by the holders of Voting Preferred 
Stock shall continue in office until their successors shall have been 
elected by such holders or until the expiration of the default period, and 
(y) any vacancy in the Board of Directors may be filled by vote of a 
majority of the remaining Directors theretofore elected by the holders of 
the class or classes of stock which elected the Director whose office shall 
have become vacant.  References in this paragraph (C) to Directors elected 
by the holders of a particular class or classes of stock shall include 
Directors elected by such Directors to fill vacancies as provided in clause 
(y) of the foregoing sentence.

          (v)     Immediately upon the expiration of a default period, (x) 
the right of the holders of Voting Preferred Stock as a class to elect 
Directors shall cease, (y) the term of any Directors elected by the holders 
of Voting Preferred Stock as a class shall terminate and (z) the number of 
Directors shall be such number as may be provided for in the Certificate of 
Incorporation or By-Laws irrespective of any increase made pursuant to the 
provisions of paragraph (C) of this Section 3 (such number being subject, 
however, to change thereafter in any manner provided by law or in the 
Certificate of Incorporation or By-Laws).  Any vacancies in the Board of 
Directors effected by the provisions of clauses (y) and (z) in the 
preceding sentence may be filled by a majority of the remaining Directors.

          (C)     Except as set forth herein, holders of Series B Preferred 
Stock shall have no special voting rights and their consent shall not be 
required (except to the extent they are entitled to vote with holders of 
Common Stock as set forth herein) for taking any corporate action.

     Section 4      Certain Restrictions.

          (A)     Whenever quarterly dividends or other dividends or 
distributions payable on the Series B Preferred Stock as provided in 
Section 2 are in arrears, thereafter and until all accrued and unpaid 
dividends and distributions, whether or not declared, on shares of Series B 
Preferred Stock outstanding shall have been paid in full, the Corporation 
shall not:

               (i)     declare or pay dividends on, or make any other 
distributions on, any shares of stock ranking junior (either as to 
dividends or upon liquidation, dissolution or winding up) to the Series B 
Preferred Stock;

               (ii)     declare or pay dividends on or make any other 
distributions on any shares of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Series B 
Preferred Stock, except dividends paid ratably on the Series B Preferred 
Stock and all such parity stock on which dividends are payable or in 
arrears in proportion to the total amounts to which the holders of all such 
shares are then entitled;

               (iii)     redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking junior (either as to dividends or 
upon liquidation, dissolution or winding up) to the Series B Preferred 
Stock, provided that the Corporation may at any time redeem, purchase or 
otherwise acquire shares of any such junior stock in exchange for shares of 
any stock of the Corporation ranking junior (either as to dividends or upon 
dissolution, liquidation or winding up) to the Series B Preferred Stock; or

               (iv)     purchase or otherwise acquire for consideration any 
shares of Series B Preferred Stock, or any shares of stock ranking on a 
parity with the Series B Preferred Stock, except in accordance with a 
purchase offer made in writing or by publication (as determined by the 
Board of Directors) to all holders of such shares upon such terms as the 
Board of Directors, after consideration of the respective annual dividend 
rates and other relative rights and preferences of the respective series 
and classes, shall determine in good faith will result in fair and 
equitable treatment among the respective series or classes.

          (B)     The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares 
of stock of the Corporation unless the Corporation could, under paragraph 
(A) of this Section 4, purchase or otherwise acquire such shares at such 
time and in such manner.

     Section 5      Reacquired Shares.  Any shares of Series B Preferred 
Stock purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall be retired and cancelled promptly after the acquisition 
thereof.  All such shares shall upon their cancellation become authorized 
but unissued shares of preferred stock and may be reissued as part of a new 
series of preferred stock to be created by resolution or resolutions of the 
Board of Directors, subject to the conditions and restrictions on issuance 
set forth herein, in the Certificate of Incorporation or By-laws or 
otherwise required by law.

     Section 6     Liquidation, Dissolution or Winding Up.  Upon any 
liquidation, dissolution or winding up of the Corporation, no distribution 
shall be made (A) to the holders of shares of stock ranking junior (either 
as to dividends or upon liquidation, dissolution or winding up) to the 
Series B Preferred Stock unless, prior thereto, the holders of shares of 
Series B Preferred Stock shall have received the greater of (i) $1,000 per 
share, plus an amount equal to accrued and unpaid dividends and 
distributions thereon, whether or not declared, to the date of such 
payment, and (ii) an aggregate amount per share, equal to the Adjustment 
Number (as adjusted from time to time pursuant to Section 2(A) hereof) 
times the aggregate amount to be distributed per share to holders of Common 
Stock, or (B) to the holders of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Series B 
Preferred Stock, except distributions made ratably on the Series B 
Preferred Stock and all other such parity stock in proportion to the total 
amounts to which the holders of all such shares are entitled upon such 
liquidation, dissolution or winding up.

     Section 7      Consolidation, Merger, etc.  In case the Corporation 
shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or any other property, 
then in any such case the shares of Series B Preferred Stock then 
outstanding shall at the same time be similarly exchanged or changed in an 
amount per share equal to the Adjustment Number (as adjusted from time to 
time pursuant to Section 2(A) hereof) times the aggregate amount of stock, 
securities, cash and/or any other property (payable in kind), as the case 
may be, into which or for which each share of Common Stock is changed or 
exchanged.

     Section 8     No Redemption.  The shares of Series B Preferred Stock 
shall not be redeemable.

     Section 9     Amendment.  The Certificate of Incorporation of the 
Corporation shall not be amended in any manner which would materially alter 
or change the powers, preferences or special rights of the Series B 
Preferred Stock so as to affect them adversely without the affirmative vote 
of the holders of two-thirds of the outstanding shares of Series B 
Preferred Stock, if any, voting together as a single class.  At any time 
when there are no shares of Series B Preferred Stock outstanding, the 
number, designation, preferences and rights of the Series B Preferred Stock 
as set forth in this Certificate of Designation may be amended by the Board 
of Directors in the manner provided in Section 151(g) of the Delaware 
General Corporation Law.

     IN WITNESS WHEREOF, I have executed and subscribed this Certificate 
and do affirm the foregoing as true under the penalties of perjury as of 
the 5th day of November, 1998. 



                                   ________________________________________



                                                                 Exhibit B


                        [Form of Rights Certificate]

Certificate No. R-                                         __________Rights

            NOT EXERCISABLE AFTER NOVEMBER 20, 2008 OR EARLIER IF
        NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN.  THE RIGHTS ARE
          SUBJECT TO REDEMPTION OR EXCHANGE, AT THE OPTION OF THE
           COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 

                             Rights Certificate

                                MOTOROLA, INC.

     This certifies that _________________________, or registered assigns, 
is the registered owner of the number of Rights set forth above, each of 
which entitles the owner thereof, subject to the terms, provisions and 
conditions of the Rights Agreement dated as of November 5, 1998 (the 
"Rights Agreement") between Motorola, Inc., a Delaware corporation (the 
"Company"), and Harris Trust and Savings Bank, an Illinois banking 
corporation (the "Rights Agent"), unless notice of redemption or exchange 
shall have been previously given by the Company, to purchase from the 
Company at any time after the Distribution Date (as such term is defined in 
the Rights Agreement) and prior to 5:00 P.M. Chicago, Illinois  time) on 
November 20, 2008, at the principal corporate trust office of the Rights 
Agent, or at the office of its successor as Rights Agent, one ten-
thousandth of a fully paid nonassessable share of the Junior Participating 
Preferred Stock, Series B, par value $100 per share, of the Company (the 
"Preferred Stock"), at a purchase price (the "Purchase Price") of $200 per 
one ten-thousandth share, upon presentation and surrender of this Rights 
Certificate with the Form of Election to Purchase duly executed.  The 
Purchase Price may be paid in cash or by certified bank check or bank draft 
payable to the order of the Company.

     This Rights Certificate is subject to all of the terms, provisions and 
conditions of the Rights Agreement, which terms, provisions and conditions 
are hereby incorporated herein by reference and made a part hereof and to 
which Rights Agreement reference is hereby made for a full description of 
the rights, limitations of rights, obligations, duties and immunities 
hereunder of the Rights Agent, the Company and the holders of the Rights 
Certificates.  Capitalized terms used but not defined in this Rights 
Certificate that are defined in the Rights Agreement shall have the same 
meanings ascribed to them in the Rights Agreement.  Copies of the Rights 
Agreement are on file at the principal executive offices of the Company and 
the above-mentioned office of the Rights Agent.

     As provided in the Rights Agreement, the Purchase Price and the number 
of shares of Preferred Stock or other securities, cash or other property 
which may be purchased upon the exercise of the Rights evidenced by this 
Rights Certificate are subject to modification and adjustment upon the 
happening of certain events.

     If the Rights evidenced by this Rights Certificate are or were 
formerly beneficially owned, on or after the earlier of the Distribution 
Date and the Trigger Date, by (i) an Acquiring Person or any Associate or 
Affiliate of an Acquiring Person, (ii) a direct or indirect transferee of 
an Acquiring Person (or of any Associate or Affiliate of an Acquiring 
Person) who becomes or becomes entitled to be a transferee after the 
Acquiring Person becomes such, or (iii) a direct or indirect transferee of 
an Acquiring Person (or of an Associate or Affiliate of such Acquiring 
Person) who becomes or becomes entitled to be a transferee prior to or 
concurrently with the Acquiring Person becoming such and receives such 
Rights pursuant to either (A) a direct or indirect transfer (whether or not 
for consideration) from the Acquiring Person (or from an Associate or 
Affiliate of such Acquiring Person) to holders of equity interests in such 
Acquiring Person (or to holders of equity interests in any Associate or 
Affiliate of such Acquiring Person) or to any Person with whom the 
Acquiring Person (or an Associate or Affiliate of such Acquiring Person) 
has any continuing agreement, arrangement or understanding regarding the 
transferred Rights or (B) a direct or indirect transfer which a majority of 
the Board of Directors of the Company determines is part of a plan, 
arrangement or understanding which has as a primary purpose or effect the 
avoidance of Section 7(e) of the Rights Agreement, such Rights shall, 
immediately upon the occurrence of a Triggering Event and without any 
further action, be null and void and no holder of such Rights (including 
any subsequent holder) shall have any rights whatsoever with respect to 
such Rights whether under the Rights Agreement or otherwise, provided, 
however, that, in the case of transferees under clause (ii) or clause (iii) 
above, any Rights beneficially owned by such transferee shall be null and 
void only if and to the extent such Rights were formerly beneficially owned 
by a Person who was, at the time such Person beneficially owned such 
Rights, or who later became, an Acquiring Person or an Affiliate or 
Associate of such Acquiring Person.

     This Rights Certificate, with or without other Rights Certificates, 
upon surrender at the principal corporate trust office of the Rights Agent, 
may be exchanged for another Rights Certificate or Rights Certificates of 
like tenor and date evidencing Rights entitling the holder to purchase a 
like aggregate number of shares of Preferred Stock or other property as the 
Rights evidenced by the Rights Certificate or Rights Certificates 
surrendered entitled such holder to purchase.  If this Rights Certificate 
shall be exercised in part, the holder shall be entitled to receive upon 
surrender hereof another Rights Certificate or Rights Certificates for the 
number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights 
evidenced by this Certificate (a) may be redeemed by the Board of Directors 
of the Company at its option at a redemption price of $.01 per Right,  
subject to adjustment, payable, at the election of the Company, in cash or 
shares (including fractional shares) of Common  Stock or such other 
consideration as the Board of Directors of the Company may determine, at 
any time prior to the earlier of (i) the Trigger Date and (ii) the 
Expiration Date, or (b) may be exchanged by the Board of Directors of the 
Company, at its option, in whole or in part, for shares of the Company's 
Common Stock or other equivalent securities on a one-for-one basis, at any 
time after the Trigger Date and prior to (i) any Person (other than an 
Exempt Person), together with all Affiliates and Associates of such Person, 
becoming the Beneficial Owner of 50 percent or more of the Common Stock 
then outstanding and (ii) the occurrence of a Business Combination.

     No fractional shares of Preferred Stock (other than fractions that are 
integral multiples of one ten-thousandth of a share of Preferred Stock, 
which may, at the election of the Company, be evidenced by depository 
receipts) are required to be issued upon the exercise of any Right or 
Rights evidenced hereby, but in lieu thereof the Company may elect to 
(i) evidence fractional shares by depositary receipts, (ii) issue scrip or 
warrants in registered form (either represented by a certificate or 
uncertificated) or in bearer form (represented by a certificate) which 
shall entitle the holder to receive a full share upon the surrender of such 
scrip or warrants aggregating a full share, or (iii) make a cash payment, 
as provided in the Rights Agreement.

     No holder of this Rights Certificate, as such, shall be entitled to 
vote or to receive dividends on, or shall be deemed for any purpose the 
holder of, Preferred Stock or any other securities, cash or property which 
may at any time be issuable on the exercise hereof, nor shall anything 
contained in the Rights Agreement or this Certificate be construed to 
confer upon the holder hereof, as such, any of the rights of a stockholder 
of the Company, including, without limitation, any right to vote for the 
election of directors or upon any matter submitted to stockholders at any 
meeting thereof, or to give or withhold consent to any corporate action, or 
to receive notice of meetings or other actions affecting stockholders 
(except as provided in the Rights Agreement), or to receive dividends or 
subscription rights, or to institute, as a holder of Preferred Stock or 
other securities issuable on the exercise of the Rights represented by this 
Certificate, any derivative action, or otherwise, until and only to the 
extent the Right or Rights evidenced by this Rights Certificate shall have 
been exercised as provided in the Rights Agreement.

          This Rights Certificate shall not be valid or obligatory for any 
purpose until it shall have been countersigned by the Rights Agent.

                         *     *     *     *     *
          WITNESS the facsimile signature of the proper officers of the 
Company and its corporate seal.  Dated as of _______ __, ____.

                                    MOTOROLA, INC.

                                    By: ________________________________
                                 Title: ________________________________

Countersigned:

HARRIS TRUST AND SAVINGS BANK

By: __________________________ 
       Authorized Officer




                  [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT

              (To be executed by the registered holder if such
              holder desires to transfer the Rights Certificate.)


     FOR VALUE RECEIVED the undersigned ___________________________________ 
hereby sells, assigns and transfers unto __________________________________ 
___________________________________________________________________________
                (Please print name and address of transferee)

_________ Rights evidenced by this Rights Certificate, together with all 
right, title and interest therein, and does hereby irrevocably constitute 
and appoint ________________________ with a power of Attorney to transfer 
the said Rights and a Rights Certificate evidencing such Rights on the 
books of ________________, with full power of substitution.

     A new Rights Certificate evidencing the remaining balance, if any, of 
such Rights not hereby sold, assigned and transferred shall be mailed to 
and registered in the name of the undersigned unless such person requests 
that such Rights Certificate be registered in the name of and mailed to 
(complete only if a Rights Certificate evidencing any remaining balance of 
Rights is to be registered in a name other than the undersigned):

Please insert Social Security or 
other identifying number of transferee: ________________________

__________________________________________________________________________
                      (Please print name and address)

__________________________________________________________________________




                                 Certificate

          The undersigned hereby certifies by checking the appropriate 
boxes that:

          (1)     this Rights Certificate or any Rights evidenced hereby ? 
are ? are not being sold, assigned and transferred by or on behalf of a 
Person who is or was an Acquiring Person or an Affiliate or Associate of an 
Acquiring Person (as such terms are defined in the Rights Agreement);

          (2)     after due inquiry and to the best knowledge of the 
undersigned, the undersigned ? did ? did not acquire any of the Rights 
evidenced by this Rights Certificate from any Person who is or was an 
Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated:  ____________________  _________________________________________
                                 Signature


Signature Guaranteed:

Signatures must be guaranteed by an eligible guarantor institution with 
membership in a recognized signature guarantee medallion program as 
approved by the Stock Transfer Association.

                                  NOTICE

          The signature on the foregoing Form of Assignment must correspond 
to the name as written upon the face of this Rights Certificate in every 
particular, without alteration or enlargement or any change whatsoever.

          In the event the certification set forth above in the Form of 
Assignment is not completed, the Company will deem the beneficial owner of 
the Rights evidenced by this Right Certificate to be an Acquiring Person or 
an Affiliate or Associate thereof (as defined in the Rights Agreement) and, 
in the case of an assignment or other transfer of this Rights Certificate 
or any Rights evidenced hereby, will affix a legend to that effect on any 
Rights Certificate issued in whole or partial exchange for this Rights 
Certificate.



                        FORM OF ELECTION TO PURCHASE

                (To be executed if holder desires to exercise
               the Rights represented by this Rights Certificate)

To:  MOTOROLA, INC.

     The undersigned hereby irrevocably elects to exercise ________________ 
Rights represented by this Rights Certificate to purchase the shares of 
Preferred Stock or other securities, cash or other property issuable upon 
the exercise of such Rights and requests that certificates for such shares 
or other securities be issued in the name of, and such cash or other 
property be paid to:

Please insert social security
or other identifying number: ________________________


__________________________________________________________________________
                      (Please print name and address)

__________________________________________________________________________


          A new Rights Certificate evidencing the remaining balance, if 
any, of such Rights not hereby exercised shall be mailed to and registered 
in the name of the undersigned unless such person requests that such Rights 
Certificate be registered in the name of and mailed to (complete only if 
Rights Certificate evidencing any remaining balance of Rights is to be 
registered in a name other than the undersigned):

Please insert social security
or other identifying number: ________________________

__________________________________________________________________________
                      (Please print name and address)

_________________________________________________________________________




                               Certificate

          The undersigned hereby certifies by checking the appropriate 
boxes that:

          (1)     the Rights evidenced by this Rights Certificate ? are ? 
are not being exercised by or on behalf of a Person who is or was an 
Acquiring Person or an Affiliate or Associate of an Acquiring Person (as 
such terms are defined in the Rights Agreement);

          (2)     after due inquiry and to the best knowledge of the 
undersigned, the undersigned ? did ? did not acquire the Rights evidenced 
by this Rights Certificate from any Person who is or was an Acquiring 
Person or an Affiliate or Associate of an Acquiring Person.

Dated:  ______________________   _________________________________
                                  Signature

Signature Guaranteed:

Signatures must be guaranteed by an eligible guarantor institution with 
membership in a recognized signature guarantee medallion program as 
approved by the Stock Transfer Association.


                                 NOTICE

          The signature on the foregoing Form of Election to Purchase must 
correspond to the name as written upon the face of this Rights Certificate 
in every particular, without alteration or enlargement or any change 
whatsoever.

          In the event the certification set forth above in the Form of 
Election to Purchase is not completed, the Company will deem the beneficial 
owner of the Rights evidenced by this Rights Certificate to be an Acquiring 
Person or an Affiliate or Associate thereof (as defined in the Rights 
Agreement) and, in the case of an assignment or other transfer of this 
Rights Certificate or any Rights evidenced hereby, will affix a legend to 
that effect on any Rights Certificate issued in whole or partial exchange 
for this Rights Certificate.




                                                                 Exhibit C

                SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES


ADOPTION OF NEW RIGHTS PLAN

     On November 5, 1998, the Board of Directors of Motorola, Inc. (the 
"Company") authorized the issuance of one preferred share purchase right (a 
"Right") for each outstanding share of common stock, par value $3 per share 
(the "Common Shares"), of the Company.  The distribution is payable to 
stockholders of record at the close of business on November 20, 1998 (the 
"Record Date"), and with respect to all Common Shares that become 
outstanding after the Record Date and prior to the earliest of the 
Distribution Date (as defined below), the redemption of the Rights, the 
exchange of the Rights, and the expiration of the Rights (and, in certain 
cases, following the Distribution Date).  

     Each Right entitles the registered holder to purchase from the Company 
one ten-thousandth of a share of Junior Participating Preferred Stock, 
Series B, par value $100 per share, of the Company (the "Preferred Shares") 
at a price of $200 per one ten-thousandth of a Preferred Share (the 
"Purchase Price"), subject to adjustment.  The description and terms of the 
Rights are set forth in a Rights Agreement (the "Rights Agreement") between 
the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights 
Agent").

     The Rights have certain anti-takeover effects.  The Rights may cause 
substantial dilution to a person or group that attempts to acquire the 
Company on terms not approved by the Board of Directors, except pursuant to 
an offer conditioned on a substantial number of Rights being acquired.  The 
Rights should not interfere with any merger or other business combination 
approved by the Board of Directors because of the Board of Directors 
ability to redeem the Rights, as discussed below. 

     The Rights replace the preferred stock purchase rights issued pursuant 
to a Rights Agreement dated as of November 9, 1988, as amended, between the 
Company and Harris Trust and Savings Bank as Rights Agent.  That agreement 
and the old rights are scheduled to expire as of the close of business on 
November 20, 1998 pursuant to their terms.

RIGHTS ATTACH TO COMMON SHARES INITIALLY

     Initially and until a Distribution Date (as defined below) occurs, the 
Rights are attached to all Common Shares and no separate Rights 
certificates will be issued.  During this initial period:

     -   The Rights are not exercisable;

     -   Holders, as such, have no voting right;

     -   The Rights are transferred with the Common Shares and are not 
transferable separately from the Common Shares;

     -   No dividends are paid on the Rights;

     -   New Common Share certificates or book entry shares issued will 
contain a notation incorporating the Rights Agreement by reference;

     -   The transfer of any Common Shares will also constitute the 
transfer of the Rights; and

     The Rights expire November 8, 2008 (the "Expiration Date") unless 
earlier redeemed or exchange by the Company as described below.

DISTRIBUTION OF RIGHTS

     Separate certificates evidencing the Rights will be mailed to holders 
of record of the Common Shares on the "Distribution Date."  The 
Distribution Date is the earlier to occur of the following two events:

     -   The tenth day after a public announcement that a person or group 
of affiliated or associated persons has acquired or obtained the right to 
acquire 10 percent or more of the outstanding Common Shares; or

     -   The tenth business day after the commencement or public disclosure 
of an intention to commence a tender offer or exchange offer by a person 
other than an exempt person if, upon consummation of the offer, such person 
could acquire beneficial ownership of 10 percent or more of the outstanding 
of Common Shares.

RIGHT TO PURCHASE MOTOROLA STOCK

     If a person or group acquires or obtains the right to acquire 10 
percent or more of the outstanding Common Shares (thereby becoming an 
"Acquiring Person") each holder of a Right (except those held by the 
Acquiring Person and its affiliates and associates) will have the right to 
purchase, upon exercise, Common Shares (or, in certain circumstances, 
Preferred Shares, Common Share equivalents or cash) having a value equal to 
two times the exercise price of the Right.  In other words, the Rights 
holders other than the Acquiring Person may purchase Common Shares at a 50 
percent discount.

     For example, at the exercise price of $200 per Right, each Right not 
owned by an Acquiring Person would entitle its holder to purchase $400 
worth of Common Shares (or other consideration, as noted above) for $200.  
Assuming a value of $100 per Common Share at such time, the holder of each 
valid Right would be entitled to purchase four Common Shares for $200.

RIGHTS TO PURCHASE ACQUIRING PERSON STOCK

     In the event that, at the time or after a person becomes an Acquiring 
Person, the Company is involved in a merger or other business combination 
in which (i) the Company is not the surviving corporation, (ii) Common 
Stock is changed or exchanged, or (iii) 50 percent or more of the Company's 
consolidated assets or earning power are sold, then each Right (other than 
Rights that are or were owned by the Acquiring Person and certain related 
persons and transferees, which will thereafter be void) shall thereafter be 
exercisable for a number of shares of common stock of the acquiring company 
having a market value of two times the exercise price of the Right.  In 
other words, a Rights holder may purchase the acquiring company's common 
stock at a 50 percent discount.

EXCHANGE OF MOTOROLA STOCK FOR RIGHTS

     At any time after any person or group becomes an Acquiring Person and 
before the Acquiring Person acquires 50 percent or more of the outstanding 
Common Shares, the Board of Directors may exchange the Rights (other than 
Rights owned by the Acquiring Person which will have become void), in whole 
or in part, at an exchange ratio of one Common Share, or one ten-thousandth 
of a Preferred Share (or a Common Share equivalent), per Right (subject to 
adjustment).

REDEMPTION

     The Rights are redeemable by the Company in whole but not in part at a 
price of $.01 per Right at any time prior to the time that a person or a 
group has become an Acquiring Person.  Immediately upon redemption, the 
right to exercise will terminate and the only right of holders will be to 
receive the redemption price.

AMENDMENTS

     As long as the Rights are redeemable, the terms of the Rights may be 
amended by the Board of Directors in its discretion without the consent of 
the Rights holders.  After that time, no amendment may adversely affect the 
interests of the Rights Holder (other than the Acquiring Person).

TERMS OF PREFERRED SHARES

     The Preferred Shares purchasable upon exercise of the Rights will not 
be redeemable.  Each Preferred Share will be entitled to a minimum 
preferential quarterly dividend payment equal to the greater of $250 per 
share and 10,000 times the dividend declared per Common Share.  In the 
event of liquidation, the holders of the Preferred Shares will be entitled 
to a minimum preferential liquidation payment equal to the greater of 
$1,000 per share and 10,000 times the payment made per Common Share.  Each 
Preferred Share will have 10,000 votes per share, voting together with the 
Common Shares.  In the event of any merger, consolidation or other 
transaction in which Common Shares are exchanged, each Preferred Share will 
be entitled to receive 10,000 times the amount received per Common Share.

MISCELLANEOUS

     The Purchase Price payable, and the number and kind of securities, 
cash or other property issuable, upon exercise of the Rights are subject to 
adjustment from time to time to prevent dilution (i) in the event of a 
stock dividend or distribution on, or a subdivision or combination of, the 
Common Shares, (ii) upon the grant to holders of the Common Shares of 
rights, options or warrants to subscribe for Common Shares or securities 
convertible into Common Shares at less than the current market price, (iii) 
upon the distribution to holders of the Common Shares of securities, cash, 
evidences of indebtedness or assets (excluding regular periodic cash 
dividends out of earnings or retained earnings) and (iv) in connection with 
recapitalizations of the Company or reclassifications of the Common Shares.

     No fractional Common Shares or Preferred Shares will be required to be 
issued (other than fractions of Preferred Shares which are integral 
multiples of one ten-thousandth of a Preferred Share, which may, at the 
election of the Company, be evidenced by depositary receipts) and in lieu 
thereof, an adjustment in cash will be made based on the market price of 
Common Shares or Preferred Shares on the last trading date prior to the 
date of exercise.

     Because of the nature of the Preferred Shares' dividend, liquidation 
and voting rights, the value of the one ten-thousandth interest in a 
Preferred Share that may be purchased upon exercise of each Right should 
approximate the value of one Common Share.

     A copy of the Rights Agreement has been filed with the Securities and 
Exchange commission as an Exhibit to an application for Registration on 
Form 8-A and as an Exhibit to the Company's Current Report on Form 8-K.  A 
copy of the Rights Agreement is available free of charge from the Company.  
This summary description of the Rights does not purport to be complete and 
is qualified in its entirety by reference to the Rights Agreement, which is 
hereby incorporated herein by reference.  





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