0000950131-99-000398 Sample Contracts

FORM OF
Underwriting Agreement • January 28th, 1999 • Motorola Inc • Radio & tv broadcasting & communications equipment • New York
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TO HARRIS TRUST AND SAVINGS BANK, AS TRUSTEE INDENTURE
Motorola Inc • January 28th, 1999 • Radio & tv broadcasting & communications equipment • New York
MOTOROLA, INC. ____% DEFERRABLE INTEREST JUNIOR SUBORDINATED DEBENTURE
Motorola Inc • January 28th, 1999 • Radio & tv broadcasting & communications equipment

This Debenture is one of a duly authorized series of Debentures (herein sometimes referred to as the "Debentures") of Motorola, Inc., a Delaware corporation (the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), specified in and all issued or to be issued in one or more series under and pursuant to an Indenture dated as of February ____, 1999 (as originally executed or as it may from time to time be supplemented or amended by one or more supplemental indentures, including the First Supplemental Indenture dated as of February ____, 1999, the "Indenture"), duly executed and delivered between the Company and Harris Trust and Savings Bank, as Trustee (in such capacity, the "Trustee"), to which a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and to all of which provisions the Holder of this Debenture by acceptance hereof, assen

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