Icahn and Motorola reach agreement

Carl Icahn settled its proxy battle with Motorola Inc. on Monday.

MOT board and the billionaire investor reached an agreement avoiding this way a showdown at the company’s upcoming annual meeting for what would have been the second straight year.

William R. Hambrecht, founder, chairman and chief executive officer of WR Hambrecht + Co. and co-founder of Hambrecht & Quist, and Keith Meister, a managing director of the Icahn investment funds and principal executive officer of Icahn Enterprises, will be nominated for election to Motorola’s Board of Directors at the 2008 Annual Meeting of Shareholders and included in the Company’s 2008 proxy statement.

In addition, Mr. Meister has been appointed to serve on the Board, effective immediately.

Motorola named Keith Meister to its board and said it will nominate both him and fellow Icahn nominee William Hambrecht for director slots. The agreement virtually ensures that both will be elected at the company’s shareholder meeting next month.

Icahn agreed not to solicit proxies at the annual meeting, to dismiss litigation against the company and to vote his shares in support of all of the board’s director nominees.

“We are pleased to have reached this agreement with Carl Icahn,” said Greg Brown, president and chief executive officer. “We look forward to continuing the process we announced on March 26 to create two independent publicly-traded companies and we are pleased to avoid a costly and distracting proxy contest.”

MOT shares rose $0.18 cents to $9.86 in early trading.