MASTER SEPARATION AND DISTRIBUTION AGREEMENT

Exhibit 2.1

MASTER SEPARATION AND DISTRIBUTION AGREEMENT

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the “ Agreement ”) is made and entered into as of April 4, 2004, by and between Motorola, Inc., a Delaware corporation (“ Motorola ”), and Freescale Semiconductor, Inc., a Delaware corporation (“ Freescale ”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate the SPS Business from Motorola;

WHEREAS, in connection with the separation of the SPS Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, certain Assets and Liabilities associated with the SPS Business, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the SPS Business, to Freescale and certain of Freescale’s Subsidiaries (collectively, the “ Contribution ”);

WHEREAS, Freescale intends to offer and sell for its own account a limited number of shares of Freescale Class A Common Stock pursuant to an initial public offering of such shares (the “ IPO ”), and in furtherance thereof, Freescale has previously filed the IPO Registration Statement with the SEC which has not yet become effective;

WHEREAS, in connection with the Contribution and in exchange for the SPS Assets contributed by Motorola directly to Freescale, Freescale intends to (i) convert the Freescale Common Stock held by Motorola into shares of Freescale Class B Common Stock such that Motorola will own all of the outstanding Freescale Class B Common Stock immediately following the consummation of the IPO, (ii) distribute to Motorola a portion of the IPO proceeds and Freescale Borrowing proceeds, which Motorola intends to transfer to creditors of Motorola, and (iii) assume the SPS Liabilities;

WHEREAS, Motorola intends, after the IPO, to distribute to holders of shares of Motorola Common Stock the outstanding shares of Freescale Common Stock then owned by Motorola (the “ Distribution ”);

WHEREAS, Motorola and Freescale intend that the contribution of Assets by Motorola to Freescale pursuant to Section 2.1 of this Agreement and the Distribution, taken together, will qualify as a reorganization for U.S. federal income tax purposes pursuant to which no gain or loss will be recognized by Motorola or its stockholders under Section 355, 361(b)(3), 368(a)(1)(D) and related provisions of the Code, and that this Agreement is intended to be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code; and

WHEREAS, the parties intend in this Agreement and the Ancillary Agreements to set forth the principal arrangements between them regarding the Contribution, the IPO and the Distribution:

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

The following terms, as used in this Agreement, have the following meanings:

“ Action ” means any suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person.

“ ADR ” has the meaning set forth in Section 9.3(b) of this Agreement.

“ Affiliate ” of any specified Person means any other Person directly or indirectly “ controlling ,” “ controlled by ,” or “ under common control with ” (within the meaning of the Securities Act), such specified Person; provided , however , that for purposes of this Agreement, unless this Agreement expressly provides otherwise, the determination of whether a Person is an Affiliate of another Person will be made assuming that no member of the Motorola Group is an Affiliate of any member of the Freescale Group.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Ancillary Agreements ” means each of the Contribution Agreements, the Employee Matters Agreement, the Freescale Transition Services Agreement, the Intellectual Property Assignment Agreement, the Intellectual Property License Agreement, the Motorola Transition Services Agreement, the Registration Rights Agreement and the Tax Sharing Agreement, including any exhibits, schedules, attachments, tables or other appendices thereto, and each agreement and other instrument contemplated herein or therein.

“ Annual Financial Statements ” has the meaning set forth in Section 5.1(a)(v) of this Agreement.

“ Assets ” means assets, properties and rights (including goodwill and rights arising under Contracts), wherever located (including in the possession of vendors, other Persons or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person.

“ Bad Act ” has the meaning set forth in Section 2.2 of this Agreement.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in Chicago, Illinois or New York, New York are authorized or obligated by law or executive order to close.

“ Claimed Amount ” has the meaning set forth in Section 8.3(a) of this Agreement.

“ Claim Notice ” has the meaning set forth in Section 8.3(a) of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contracts ” means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment that is binding on any Person or any part of its property under applicable law.

“ Contribution ” has the meaning set forth in the Recitals to this Agreement.

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“ Contribution Agreements ” means the agreements entered into by and between Motorola and certain of the Motorola Subsidiaries, on the one hand, and Freescale and certain of the Freescale Subsidiaries, on the other hand, pursuant to which the Contribution will be effected.

“ Controlling Party ” has the meaning set forth in Section 8.3(d)(ii) of this Agreement.

“ Covered Subsidiary ” means a corporation or other legal entity controlled or owned, directly or indirectly, by Motorola or Freescale, as applicable, that satisfies the definition of “Subsidiary” under a Motorola insurance policy.

“ Damages ” means all losses, claims, demands, damages, Liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action), of any nature or kind, whether or not the same would properly be reflected on a balance sheet.

“ Dispute ” has the meaning set forth in Section 9.3(a) of this Agreement.

“ Distribution ” has the meaning set forth in the Recitals to this Agreement.

“ Distribution Agent ” has the meaning set forth in Section 4.4(a) of this Agreement.

“ Distribution Date ” means the date on which the Distribution occurs.

“ Effective Date ” means April 4, 2004.

“ Employee Matters Agreement ” means that certain Employee Matters Agreement entered into by and between Motorola and Freescale effective as of the Effective Date, as such Employee Matters Agreement may be amended from time to time.

“ Environmental Law ” means any federal, state, local, foreign or international statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, common law (including tort and environmental nuisance law), legal doctrine, order, judgment, decree, injunction, requirement or agreement with any governmental authority, now or hereafter in effect, relating to health, safety, pollution or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or to emissions, discharges, releases or threatened releases of any substance currently or at any time hereafter listed, defined, designated or classified as hazardous, toxic, waste, radioactive or dangerous, or otherwise regulated, under any of the foregoing, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any such substances, including the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act and the Resource Conservation and Recovery Act and comparable provisions in state, local, foreign or international law.

“ Environmental Liabilities ” means all Liabilities relating to, arising out of, or resulting from, any Environmental Law or Contract relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

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“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, together with the rules and regulations promulgated thereunder.

“ Existing IP Litigation Matters ” means the following pending litigation matters: (i) Motorola, Inc. v. Analog Devices, Inc., No. 1:03-CV-0131, United States District Court, Eastern District of Texas (Beaumont Division); (ii) STMicroelectronics v. Motorola, Inc., No. 4:03cv276, United States District Court, Eastern District of Texas (Sherman Division); and (iii) Motorola, Inc. v. Micron Technology, Inc., No. A04 CA 007, United States District Court, Western District of Texas (Austin Division).

“ Financial Statements ” means the Annual Financial Statements and Quarterly Financial Statements collectively.

“ Freescale ” has the meaning set forth in the preamble to this Agreement.

“ Freescale Bank Facilities ” means the term loan facility and revolving credit facility, if any, contemplated to be entered into by Freescale concurrently with the IPO with a syndicate of bank and institutional lenders on such terms and conditions as agreed to by Motorola, Freescale and the other parties to the Freescale Bank Facilities.

“ Freescale High Yield Notes ” means the senior unsecured notes contemplated to be issued by Freescale concurrently with the IPO on such terms and conditions as agreed to by Motorola, Freescale and the underwriters for the Freescale High Yield Notes.

“ Freescale Borrowing ” means new indebtedness of Freescale and its Subsidiaries to be incurred by the IPO pursuant to the Freescale Bank Facilities and the issuance of the Freescale High Yield Notes.

“ Freescale Capital Stock ” means all classes or series of capital stock of Freescale, including the Freescale Class A Common Stock, the Freescale Class B Common Stock, and all options, warrants and other rights to acquire such capital stock.

“ Freescale Class A Common Stock ” means the Class A common stock, $0.01 par value per share, of Freescale.

“ Freescale Class B Common Stock ” means the Class B common stock, $0.01 par value per share, of Freescale.

“ Freescale Common Stock ” means the common stock of Freescale, including the Freescale Class A Common Stock and the Freescale Class B Common Stock.

“ Freescale Group ” means Freescale, each Person that Freescale directly or indirectly controls (within the meaning of the Securities Act) immediately after the Effective Date, and each other Person that becomes an Affiliate of Freescale after the Effective Date.

“ Freescale Indebtedness ” means the aggregate principal amount of total liabilities (whether long-term or short-term) for borrowed money (including capitalized leases) of the Freescale Group collectively, as determined for purposes of its Financial Statements prepared in accordance with GAAP.

“ Freescale Indemnified Parties ” has the meaning set forth in Section 8.2 of this Agreement.

“ Freescale Public Documents ” has the meaning set forth in Section 5.1(a)(viii) of this Agreement.

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“ Freescale Shared Contract ” means any Contract included in the SPS Assets relating in part to the Motorola Business.

“ Freescale Transfer Agent ” means the transfer agent and registrar for the Freescale Class A Common Stock.

“ Freescale Transition Services Agreement ” means the Transition Services Agreement entered into by and between Motorola and Freescale effective as of the Effective Date, pursuant to which one or more members of the Motorola Group will provide certain transition services to one or more members of the Freescale Group, as such Freescale Transition Services Agreement may be amended from time to time.

“ Freescale Voting Stock ” has the meaning set forth in Section 5.2 of this Agreement.

“ Freescale’s Auditors ” has the meaning set forth in Section 5.1(b)(i) of this Agreement.

“ GAAP ” means U.S. generally accepted accounting principles, consistently applied.

“ Global Reorganization and Restructuring Plan ” means the Global Reorganization and Restructuring Plan in substantially the form attached to this Agreement as Exhibit A , pursuant to which certain Assets and Liabilities will be transferred between the parties and their Affiliates in connection with the Contribution.

“ Group ” means either the Motorola Group or the Freescale Group, as the context requires.

“ Indemnified Party ” has the meaning set forth in Section 8.3(a) of this Agreement.

“ Indemnifying Party ” has the meaning set forth in Section 8.3(a) of this Agreement.

“ Information ” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Intellectual Property ” has the meaning set forth in the Intellectual Property Assignment Agreement.

“ Intellectual Property Assignment Agreement ” means that certain Intellectual Property Assignment Agreement entered into by and between Motorola and Freescale effective as of the Effective Date, as such Intellectual Property Assignment Agreement may be amended from time to time.

“ Intellectual Property License Agreement ” means that certain Intellectual Property License Agreement entered into by and between Motorola and Freescale effective as of the Effective Date, as such Intellectual Property License Agreement may be amended from time to time.

“ Intended Transferee ” has the meaning set forth in Section 2.5(b) of this Agreement.

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“ Intended Transferor ” has the meaning set forth in Section 2.5(b) of this Agreement.

“ Inter-Group Indebtedness ” means indebtedness for borrowed funds between a member of the Motorola Group and a member of the Freescale Group as set forth on the Motorola Treasury capitalization plan.

“ IPO ” has the meaning set forth in the Recitals to this Agreement.

“ IPO Registration Statement ” means the registration statement on Form S-1 (SEC File No. 111250) as filed by Freescale with the SEC in connection with the IPO, together with all amendments and supplements thereto.

“ IPO Settlement Date ” means the date on which the First Time of Delivery (as defined in the Underwriting Agreement) occurs.

“ Iridium Claims ” means any Liability in respect of any governmental, judicial or adversarial proceeding, litigation, arbitration, dispute, claim, cause of action or investigation, relating to the Iridium satellite communications business, including without limitation Freeland v. Iridium World Communications, Inc., et al., M&C Partners III v. Galvin, et al., Statutory Committee of Unsecured Creditors v. Motorola, Inc. and the proceedings relating to the private criminal complaint and the civil suit brought by Iridium India Telecom Ltd. against Motorola, Inc., et al.

“ Iridium Data ” means any data, disk or any other Information relating to the Iridium satellite communications business, including, but without limitation, data located on mainframe systems IBM 9672-Y36 and a 9672-R36 on enterprise storage server IBM 2105 Model F20 DASD with any of the following volume identification numbers: PCIC40, PDAB02, PDAB03, PDAB04, PDAB06, PDAB07, PDAB08, PDAB55, PDAB57, PDAB58, PDB201, PDB204, PDB205, PDBT00, PMIG40, PPRV60, PPRV61, PPRV62, PPRV63, PPRV64, PPRV65, PPRV66, PPRV67, PPRV68, PPRV69, PPRV6A, PPRV6B, PPRV6C, PPRV6D, PPRV6E, PPRV6F, PPRV6G, PPRV6H, PPRV6I, PPRV6J, PPRV6K, PPRV6L, PPRV6M, PPRV6N, PPRV6O, PPRV6P, PPRV6Q, PPRV6R, PPRV6S, PPRV6T, PPRV6U, PPRV6V, PPRV6W, PPRV6X, PPRV6Y, PPRV6Z, PPRV70, PPRV71, PPRV72, PPRV73, PPRV74, PPRV75, PPRV76, PPRV77, PPRV78, PPRV79, PPRV7A, PPRV7B, PPRV7C, PPRV7D, PPRV7E, PPRV7F, PPRV7G, PPRV7H, PPRV7I, PPRV7J, PPRV7K, PPRV7L, PPRV7M, PPRV7N, PPRV7O, PPRV7P, PPRV7Q, PPRV7R, PPRV7S, PPRV7T, PPRV7U, SGEGT1, SGEGT2, SGEGT3 and SGEGT4.

“ IRS ” means the United States Internal Revenue Service.

“ Key Ancillary Agreements ” means each of the Employee Matters Agreement, the Freescale Transition Services Agreement, the Intellectual Property Assignment Agreement, the Intellectual Property License Agreement, the Motorola Transition Services Agreement, the Registration Rights Agreement and the Tax Sharing Agreement, including any exhibits, schedules, attachments, tables or other appendices thereto.

“ Liabilities ” means debts, liabilities (including Environmental Liabilities), guarantees, assurances, commitments and obligations of any nature or description, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of (i) any Contract or tort based on negligence or strict liability or (ii) any act or failure to act by any past or present Representative, whether or not such act or failure to act was

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within such Representative’s authority), and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

“ Motorola ” has the meaning set forth in the preamble to this Agreement.

“ Motorola Annual Statements ” has the meaning set forth in Section 5.1(b)(ii) of this Agreement.

“ Motorola Business ” means the businesses or operations of the Motorola Group other than the SPS Business.

“ Motorola Common Stock ” means the common stock, par value $3.00 per share, of Motorola.

“ Motorola Credit Agreement ” means that certain Motorola, Inc. Multi-Year Credit Agreement dated as of May 30, 2002 entered into between Motorola and the lenders party thereto, as the same may be amended or replaced from time to time.

“ Motorola Disclosure Portions ” means all material set forth in, or incorporated by reference into, the IPO Registration Statement to the extent relating exclusively to (i) the Motorola Group, (ii) the Motorola Business, (iii) Motorola’s intentions with respect to the Distribution, or (iv) the terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution.

“ Motorola Group ” means Motorola and each Person that is an Affiliate of Motorola (other than any member of the Freescale Group) immediately after the Effective Date, and each other Person that becomes an Affiliate of Motorola after the Effective Date.

“ Motorola Indemnified Parties ” has the meaning set forth in Section 8.1 of this Agreement.

“ Motorola Liabilities ” means the Liabilities of Motorola other than the SPS Liabilities.

“ Motorola Public Filings ” has the meaning set forth in Section 5.1(a)(xii) of this Agreement.

“ Motorola Shared Contract ” means any Contract relating in part to the SPS Business not included in the SPS Assets.

“ Motorola Transition Services Agreement ” means the Transition Services Agreement entered into by and between Motorola and Freescale effective as of the Effective Date, pursuant to which one or more members of the Freescale Group will provide certain transition services to one or more members of the Motorola Group, as such Motorola Transition Services Agreement may be amended from time to time.

“ Motorola’s Auditors ” has the meaning set forth in Section 5.1(b)(ii) of this Agreement.

“ Non-controlling Party ” has the meaning set forth in Section 8.3(d)(ii) of this Agreement.

“ Ordinary Course of Business ” means the ordinary course of the SPS Business as conducted by Motorola and its Subsidiaries prior to the Effective Date consistent with historical custom and practice during normal day-to-day operations and not requiring any special authorization of any nature.

“ Owning Party ” has the meaning set forth in Section 6.2 of this Agreement.

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“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency, or political subdivision thereof.

“ Possessor ” has the meaning set forth in Section 6.3 of this Agreement.

“ Quarterly Financial Statements ” has the meaning set forth in Section 5.1(a)(iv) of this Agreement.

“ Record Date ” means the close of business on the date to be determined by Motorola’s Board of Directors as the record date for determining the stockholders of Motorola entitled to receive shares of Freescale Common Stock pursuant to the Distribution.

“ Registration Rights Agreement ” means the Registration Rights Agreement to be entered into between Motorola and Freescale prior to the IPO, as such Registration Rights Agreement may be amended from time to time.

“ Regulation S-K ” means Regulation S-K of the General Rules and Regulations promulgated by the SEC pursuant to the Securities Act.

“ Regulation S-X ” means Regulation S-X of the General Rules and Regulations promulgated by the SEC pursuant to the Securities Act.

“ Representatives ” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants or attorneys.

“ Requestor ” has the meaning set forth in Section 6.3 of this Agreement.

“ Retention Period ” has the meaning set forth in Section 6.4 of this Agreement.

“ SEC ” means the United States Securities and Exchange Commission or any successor agency.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, together with the rules and regulations promulgated thereunder.

“ SPS Assets ” means all of Motorola’s and its Subsidiaries’ right, title and interest in and to:

(i) any and all Assets of Motorola and its Subsidiaries that are used exclusively or held for use exclusively in the SPS Business; and

(ii) any and all Assets that are expressly listed, scheduled or otherwise clearly described in a Contribution Agreement or any other Ancillary Agreement as Assets to be transferred to Freescale or any other member of the Freescale Group.

“ SPS Business ” means (i) the businesses and operations conducted by the Semiconductor Products Sector of Motorola and its Affiliates (including, for purposes of this definition, any member of the Freescale Group) prior to the Effective Date, including as described in the IPO Registration Statement, and (ii) except as otherwise expressly provided in this Agreement, any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the SPS Business (as described in the foregoing clause (i)) as then conducted.

“ SPS Liabilities ” means the following:

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(i) any and all Liabilities to the extent arising out of or relating to the SPS Business or the SPS Assets, in each case whether such Liabilities arise or accrue prior to, on or after the Effective Date (other than Tax-related Liabilities which are specifically retained by Motorola under the Tax Sharing Agreement and employee-related Liabilities which are specifically retained by Motorola under the Employee Matters Agreement);

(ii) any and all Liabilities to the extent arising out of or relating to the operation of any business conducted by any member of the Freescale Group at any time after the Effective Date;

(iii) any and all Liabilities that are expressly listed, scheduled or otherwise clearly described in a Contribution Agreement or any other Ancillary Agreement as Liabilities to be assumed by Freescale or any member of the Freescale Group; and

(iv) all obligations of the Freescale Group under or pursuant to this Agreement, any Ancillary Agreement or any other instrument entered into in connection herewith or therewith.

“ Steering Committee ” has the meaning set forth in Section 9.3(a)(i) of this Agreement.

“ Subsidiary ” means with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body; provided , however , that unless the context otherwise requires, references to Subsidiaries of Motorola will not include the entities that will be transferred to Freescale or other members of the Freescale Group pursuant to this Agreement, including, without limitation, the entities listed on Exhibit 21.1 to the IPO Registration Statement, whether the transfer of such entities occurs prior to or after the Effective Date.

“ Tax ” and “ Taxes ” have the meanings set forth in the Tax Sharing Agreement.

“ Tax Advisor ” has the meaning set forth in the Tax Sharing Agreement.

“ Tax Control ” means the definition of “control” set forth in Section 368(c) of the Code.

“ Tax-Free Status ” has the meaning set forth in the Tax Sharing Agreement.

“ Tax Sharing Agreement ” means that certain Tax Sharing Agreement entered into by and between Motorola and Freescale effective as of the Effective Date, as such Tax Sharing Agreement may be amended from time to time.

“ Third-Party Claim ” has the meaning set forth in Section 8.3(d)(i) of this Agreement.

“ Underwriters ” means the managing underwriters for the IPO as described in the IPO Registration Statement.

“ Underwriting Agreement ” means the Underwriting Agreement between Motorola, Freescale and the Underwriters relating to the IPO, as amended from time to time.

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ARTICLE 2

CONTRIBUTION AND ASSUMPTION

Section 2.1     Contribution of SPS Assets . Unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, Motorola will (and Motorola will cause its applicable Subsidiaries to) assign, transfer and convey to Freescale and its applicable Subsidiaries, and Freescale will (and Freescale will cause its applicable Subsidiaries to) receive and accept from Motorola and its applicable Subsidiaries, all of Motorola’s and its applicable Subsidiaries’ right, title and interest in and to the SPS Assets. Such assignments, transfers and conveyances will be effective at such times as provided in each respective Ancillary Agreement and will be subject to the terms and conditions of this Agreement and any applicable Ancillary Agreement.

Section 2.2     Assumption of Liabilities . Unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, Freescale will (and Freescale will cause its applicable Subsidiaries to) assume, and on a timely basis pay, perform, satisfy and discharge the SPS Liabilities in accordance with their respective terms. Freescale and its applicable Subsidiaries will be responsible for all SPS Liabilities, regardless of (a) when or where such Liabilities arose or arise, (b) whether the facts on which they are based occurred on, prior to or subsequent to the Effective Date, (c) where or against whom such Liabilities are asserted or determined, (d) whether asserted or determined on, prior to or subsequent to the Effective Date, or (e) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation (each, a “ Bad Act ”) by any member of the Motorola Group, the Freescale Group or any of their respective past or present Representatives; provided , however , that this clause 2.2(e) will not limit Freescale’s right to make a claim against a Motorola Group member for Damages suffered by it to the extent that such Damages are a direct result of a Bad Act committed by a Motorola Group member subsequent to the Effective Date; provided further , however , that Freescale’s right to make such a claim may otherwise be limited in any Ancillary Agreement. Such assumptions of SPS Liabilities will be effective at such times as provided in each respective Ancillary Agreement and will be subject to the terms and conditions of this Agreement and any applicable Ancillary Agreement.

Section 2.3     Effective Date; Deliveries . In furtherance of the assignment, transfer and conveyance of the SPS Assets and the assumption of the SPS Liabilities as set forth in this Agreement and the Ancillary Agreements, unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, the parties will execute and deliver, and they will cause their respective Subsidiaries and Representatives, as applicable, to execute and deliver: (a) each of the Contribution Agreements and other Ancillary Agreements; (b) such bills of sale, stock powers, certificates of title, assignments of Contracts, subleases and other instruments of transfer, conveyance and assignment as, and to the extent, necessary or convenient to evidence the transfer, conveyance and assignment to Freescale (or, as applicable, its Subsidiaries) of all of Motorola’s (or, as applicable, its Subsidiaries’) right, title and interest in and to the SPS Assets; and (c) such assumptions of Contracts and other instruments of assumption as, and to the extent, necessary or convenient to evidence the valid and effective assumption of the SPS Liabilities by Freescale (or, as applicable, its Subsidiaries).

Section 2.4     No Representations or Warranties . Freescale (on behalf of itself and each member of the Freescale Group) acknowledges and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, (a) no member of the Motorola Group is making any representations or warranties in this Agreement or any Ancillary Agreement, express or implied, as to the condition, quality, merchantability or fitness of any SPS Asset transferred pursuant to this Agreement, any Ancillary Agreement or any other agreement contemplated hereby or thereby, (b) all such SPS Assets will be transferred on an “ as is ,” “ where is ” basis (and in the case of any real property, by means of a quitclaim or similar form deed or conveyance), and (c) Freescale and its Affiliates will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in them good and marketable title,

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free and clear of any security interest, pledge, lien, charge, claim or other encumbrance of any nature whatsoever.

Section 2.5     Transfers Not Effected On the Effective Date .

(a) The parties acknowledge and agree that some of the transfers contemplated by this Article 2 may not be effected on the Effective Date due to the inability of the parties to obtain necessary consents or approvals or the inability of the parties to take certain other actions necessary to effect such transfers on the Effective Date. To the extent any transfers contemplated by this Article 2 have not been fully effected on the Effective Date, Motorola and Freescale will cooperate and use commercially reasonable efforts (and will cause the applicable members of its respective Group to use such efforts) to obtain any necessary consents or approvals or take any other actions necessary to effect such transfers as promptly as practicable following the Effective Date.

(b) Nothing in this Agreement will be deemed to require the transfer or assignment of any Contract or other Asset by Motorola or one of its Subsidiaries (an “ Intended Transferor ”) to Freescale or one of its Subsidiaries (an “ Intended Transferee ”) to the extent that such transfer or assignment would constitute a material breach of such Contract or cause forfeiture or loss of such Asset; provided , however , that even if such Contract or other Asset cannot be so transferred or assigned, such Contract or other Asset will be deemed a SPS Asset solely for purposes of determining whether any Liability is a SPS Liability.

(c) If an attempted assignment would be ineffective or would impair an Intended Transferee’s rights under any such SPS Asset so that the Intended Transferee would not receive all such rights, then the parties will use commercially reasonable efforts to provide to, or cause to be provided to, the Intended Transferee, to the extent permitted by law, the rights of any such SPS Asset and take such other actions as may reasonably be requested by the other party in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such SPS Asset had been transferred as contemplated hereby. In connection therewith, (i) the Intended Transferor will promptly pass along to the Intended Transferee when received all benefits derived by the Intended Transferor with respect to any such SPS Asset, and (ii) the Intended Transferee will pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s obligations with respect to any such SPS Asset in a timely manner and in accordance with the terms thereof which it may do without breach. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of the applicable SPS Asset will be effected in accordance with the terms of this Agreement and any applicable Ancillary Agreement.

Section 2.6     Shared Contracts . The parties agree as follows:

(a) At the written request of Freescale, Motorola will, and will cause other members of the Motorola Group to, to the extent permitted by the applicable Motorola Shared Contract and applicable law, make available to Freescale or applicable members of the Freescale Group the benefits and rights under the Motorola Shared Contracts (except where the benefits or rights under such Motorola Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the Motorola Group under each Motorola Shared Contract for which such request is made by Freescale, to the extent such benefits relate to the SPS Business; provided , however , that the applicable members of the Freescale Group will assume and discharge (or promptly reimburse Motorola for) the obligations and liabilities under the relevant Motorola Shared Contracts associated with the benefits and rights so made available to them.

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(b) At the written request of Motorola, Freescale will, and will cause other members of the Freescale Group to, to the extent permitted by the applicable Freescale Shared Contract and applicable law, make available to Motorola or applicable members of the Motorola Group the benefits and rights under the Freescale Shared Contracts (except where the benefits or rights under such Freescale Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the Freescale Group under each Freescale Shared Contract for which such request is made by Motorola, to the extent such benefits relate to the Motorola Business; provided , however , that the applicable members of the Motorola Group will assume and discharge (or promptly reimburse Freescale for) the obligations and liabilities under the relevant Freescale Shared Contracts associated with the benefits and rights so made available to them.

The parties’ rights and obligations pursuant to this Section 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of Motorola’s obligation to effect the Distribution pursuant to Section 9.14(b), and (iii) with respect to any Motorola Shared Contract or Freescale Shared Contract in particular, such time that the arrangement pursuant to this Section 2.6 is no longer permitted thereunder.

Section 2.7     Inter-Group Indebtedness . On or prior to the IPO Settlement Date, each party will repay, and each party will cause each of its Subsidiaries to repay, as applicable, its respective Inter-Group Indebtedness in accordance with the terms of such Inter-Group Indebtedness.

Section 2.8     Global Reorganization and Restructuring Plan . In connection with the Contribution, each of Motorola and Freescale will take, and each party will cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Global Reorganization and Restructuring Plan (whether prior to or after the Effective Date).

ARTICLE 3

THE IPO

Section 3.1     Transactions Prior to the IPO . Subject to the conditions hereof, Motorola and Freescale will use their commercially reasonable efforts to consummate the IPO, including, without limitation, by taking the actions specified in this Section 3.1.

(a) Freescale will file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become and remain effective as required by applicable law or by the Underwriters, including, without limitation, filing such amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or applicable securities laws. Motorola and Freescale will also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the Freescale Class A Common Stock under the Exchange Act, and any registration statements or amendments thereto which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Freescale and Motorola will enter into the Underwriting Agreement, in form and substance reasonably satisfactory to each party, and each party will comply with its respective obligations thereunder.

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(c) Freescale will use its commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO.

(d) Freescale will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the Freescale Class A Common Stock to be issued in the IPO on the New York Stock Exchange, subject to official notice of issuance.

(e) Freescale will participate in the preparation of materials and presentations that Motorola and the Underwriters will deem necessary or desirable.

(f) Freescale will cooperate in all respects with Motorola in connection with the pricing and timing of the Freescale Class A Common Stock to be issued in the IPO and will, at Motorola’s direction, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.

Section 3.2     Proceeds of the IPO; Consideration for SPS Assets . The IPO will be a primary offering of Freescale Class A Common Stock, and the net proceeds of the IPO will be used as described in the IPO Registration Statement in the section entitled “Use of Proceeds”. The contribution or other transfer of SPS Assets by Motorola to Freescale in connection with the Contribution will be in exchange for (a) the conversion of the Freescale Common Stock held by Motorola into shares of Freescale Class B Common Stock such that Motorola will own all of the outstanding Freescale Class B Common Stock immediately following the consummation of the IPO, (b) the distribution to Motorola of a portion of the IPO proceeds and Freescale Borrowing proceeds, and (c) the assumption by Freescale of SPS Liabilities. Motorola intends to transfer such IPO proceeds and Freescale Borrowing proceeds received by Motorola from Freescale to Motorola’s creditors in retirement of outstanding third-party indebtedness.

Section 3.3     Conditions Precedent to Consummation of the IPO . The obligations of the parties to consummate the IPO will be subject to such conditions as Motorola will determine in its sole and absolute discretion, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the following:

(a) The IPO Registration Statement will have been declared effective by the SEC, and there will be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;

(b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 will have been taken and, where applicable, have become effective or been accepted;

(c) The Freescale Class A Common Stock to be issued in the IPO will have been accepted for listing on the New York Stock Exchange, on official notice of issuance;

(d) Freescale will have entered into the Underwriting Agreement and all conditions to the obligations of Freescale and the Underwriters thereunder will have been satisfied or waived;

(e) Motorola will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, be

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satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;

(f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will be in effect;

(g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;

(h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and

(i) This Agreement will not have been terminated.

Section 3.4     Conversion of Outstanding Freescale Common Stock into Freescale Class B Common Stock . Prior to the consummation of the IPO, Motorola and Freescale will each take all actions (including, without limitation, such actions that are required to effect the adoption by Freescale of an amended and restated certificate of incorporation) that Motorola determines, in its sole discretion, may be required to provide for the conversion of the issued and outstanding shares of Freescale Common Stock held by Motorola as of the date hereof into a number of shares of Freescale Class B Common Stock such that Motorola possesses Tax Control of Freescale at all times before, at the time of, and immediately following, the consummation of the IPO.

ARTICLE 4

THE DISTRIBUTION

Section 4.1     The Distribution . Motorola intends, following the consummation of the IPO, to complete the Distribution by December 31, 2004. Motorola will, in its sole and absolute discretion, determine the date of the consummation of the Distribution and all terms of the Distribution, including without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, Motorola may, at any time and from time to time until the completion of the Distribution, modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. Freescale will cooperate with Motorola in all respects to accomplish the Distribution and will, at Motorola’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, to the extent necessary, the registration under the Securities Act and the Exchange Act of the Freescale Common Stock on an appropriate registration form or forms to be designated by Motorola. Motorola will select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Motorola, provided , howeve r, that nothing in this Agreement will prohibit Freescale from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution.

Section 4.2     Actions Prior to the Distribution . In connection with the Distribution, the parties will take the actions set forth in this Section 4.2.

(a) Motorola and Freescale will prepare and mail, prior to any Distribution Date, to the holders of Motorola Common Stock, such information concerning Freescale and the Distribution and such other matters as Motorola reasonably determines and as may be required by law. Motorola and Freescale will prepare, and Freescale will, to the extent required by applicable law, file with the SEC any

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such documentation that Motorola determines is necessary or desirable to effect the Distribution, and Motorola and Freescale will each use its commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(b) Freescale will use its commercially reasonable efforts to take all such action as may be necessary or desirable under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution.

(c) Freescale will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the Freescale Common Stock to be distributed in the Distribution on the New York Stock Exchange, subject to official notice of issuance.

(d) Freescale will take all reasonable steps necessary or desirable to cause the conditions set forth in Section 4.3 to be satisfied and to effect the Distribution.

Section 4.3     Conditions to Distribution . The consummation of the Distribution will be subject to the satisfaction, or waiver by Motorola in its sole and absolute discretion, of the conditions set forth in this Section 4.3. Any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. For the avoidance of doubt, in the event that Motorola determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by Motorola will not impact the effectiveness of the Contribution or the IPO.

(a) The receipt by Motorola, in form and substance satisfactory to it, of either, at its option and in its sole and absolute discretion, a ruling by the IRS or an opinion from its Tax Advisor regarding the Tax-Free Status and such other matters, as it will determine to be necessary or advisable in its sole and absolute discretion.

(b) The receipt of any governmental approvals and material consents necessary to consummate the Distribution, which approvals and consents will be in full force and effect.

(c) No order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will be in effect and no other event outside the control of Motorola will have occurred or failed to occur that prevents the consummation of the Distribution.

(d) The actions and filings necessary or appropriate under applicable securities laws in connection with the Distribution will have been taken or made, and, where applicable, have become effective or been accepted.

(e) The Freescale Common Stock to be distributed in the Distribution will have been accepted for listing on the New York Stock Exchange, subject to official notice of issuance.

(f) The receipt by Motorola, in form and substance satisfactory to it, of (i) an opinion from Delaware counsel, selected by Motorola in its sole and absolute discretion, regarding the appropriateness of the determination by the Motorola Board of Directors that Motorola has sufficient surplus under Delaware law to permit the Distribution, (ii) an opinion from its financial advisor with respect to (A) the fairness, as of the date of such opinion, to holders of Motorola Common Stock, from a financial point of view, of the Distribution, and (B) the ability of Motorola and Freescale, given their respective capital structures following the Distribution, to finance their respective operating and capital requirements through a specified date based on conditions in the capital markets as of the date of such

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opinion, and (iii) appropriate certificates from Freescale and/or Freescale’s senior management with respect to factual matters required by the advisors to render the opinions referenced in (i) and (ii).

Section 4.4     Certain Stockholder Matters .

(a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, Motorola will deliver to a distribution agent to be appointed by Motorola (the “ Distribution Agent ”) for the benefit of holders of record of Motorola Common Stock on the Record Date, a single stock certificate, endorsed by Motorola in blank, representing all of the outstanding shares of Freescale Common Stock then owned by Motorola, and Motorola will instruct the Distribution Agent to deliver to the Freescale Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Motorola Common Stock entitled to receive shares of Freescale Common Stock in connection with the Distribution. Motorola will cause its transfer agent to instruct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Freescale Common Stock to each such holder or designated transferee(s) of such holder. Motorola will cooperate, and will instruct the Distribution Agent to cooperate, with Freescale and the Freescale Transfer Agent, and Freescale will cooperate, and will instruct the Freescale Transfer Agent to cooperate, with Motorola and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Freescale Common Stock to be distributed to the holders of Motorola Common Stock in connection with the Distribution.

(b) Subject to Section 4.4(d), each holder of Motorola Common Stock on the Record Date (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of shares of Freescale Common Stock equal to the number of shares of Motorola Common Stock held by such holder on the Record Date, multiplied by a fraction, (i) the numerator of which is the number of shares of Freescale Common Stock beneficially owned by Motorola or any other member of the Motorola Group on the Record Date, and (ii) the denominator of which is the number of Shares of Motorola Common Stock outstanding on the Record Date. In the event that the Distribution consists of more than one class of Freescale Common Stock, each holder of Motorola Common Stock will receive shares of Freescale Common Stock, calculated as provided above, except that the calculation will be performed separately for each such class of stock.

(c) Until such Freescale Common Stock is duly transferred in accordance with applicable law, Freescale will regard the Persons entitled to receive such Freescale Common Stock as record holders of Freescale Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Freescale agrees that, subject to any transfers of such stock, (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Freescale Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of Freescale Common Stock then held by such holder.

(d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of Freescale Common Stock to holders of Motorola Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution.

ARTICLE 5

FINANCIAL AND OTHER COVENANTS

Section 5.1     Financial and Other Information .

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(a) Financial Information . Freescale agrees that, for so long as Motorola is required to consolidate the results of operations and financial position of Freescale and any other members of the Freescale Group or to account for its investment in Freescale under the equity method of accounting (determined in accordance with generally accepted accounting principles consistently applied and consistent with SEC reporting requirements):

(i)     Disclosure of Financial Controls . Freescale will, and will cause each other member of the Freescale Group to, maintain, as of and after the Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; Freescale will cause each of its principal executive and principal financial officers to sign and deliver certifications to Freescale’s periodic reports and will include the certifications in Freescale’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K; Freescale will cause its management to evaluate Freescale’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Exchange Act Rule 13a-15; Freescale will disclose in its periodic reports filed with the SEC information concerning Freescale management’s responsibilities for and evaluation of Freescale’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, the annual management report and attestation report of Freescale’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general application of the foregoing, Freescale will, and will cause each other member of the Freescale Group to, maintain as of and after the Effective Date internal systems and procedures that will provide reasonable assurance that (A) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable law, (B) all transactions of members of the Freescale Group are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of members of the Freescale Group are authorized at the appropriate level within Freescale, and (D) unauthorized use or disposition of the assets of any member of the Freescale Group that could have material effect on the Financial Statements is prevented or detected in a timely manner.

(ii)     Fiscal Year . Freescale will, and will cause each member of the Freescale Group organized in the U.S. to, maintain a fiscal year that commences and ends on the same calendar days as Motorola’s fiscal year commences and ends, and to maintain monthly accounting periods that commence and end on the same calendar days as Motorola’s monthly accounting periods commence and end.

(iii)     Monthly Financial Reports . No later than ten (10) Business Days after the end of the first three (3) monthly accounting periods of Freescale following the Effective Date Freescale will deliver to Motorola a consolidated income statement and balance sheet for Freescale for such period and an income statement and balance sheet for each Freescale Affiliate which is consolidated with Freescale, as the case may be, in such format and detail as Motorola may request, and no later than twelve (12) Business Days after the end of the first three (3) monthly accounting periods of Freescale following the Effective Date Freescale will deliver to Motorola a consolidated statement of cashflow for Freescale for such period and statement of cashflow for each Freescale Affiliate which is consolidated with Freescale, as the case may be, in such format and detail as Motorola may request. No later than five (5) Business Days after the end of each monthly accounting period of Freescale thereafter (including the last monthly accounting period of Freescale of each fiscal year), Freescale will deliver to Motorola a consolidated income statement, balance sheet and statement of cash flow for Freescale for such period and an income statement, balance sheet and statement of cash flow for each Freescale Affiliate which is consolidated with Freescale, as the case may be, in such format and detail as Motorola may request.

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(iv)     Quarterly Financial Statements . As soon as practicable, and in any event no later than the earlier of (x) ten business (10) days prior to the date on which Freescale is required to file a Form 10-Q or other document containing Quarterly Financial Statements (as defined below) with the SEC for each of the first three (3) fiscal quarters in each fiscal year of Freescale and (y) five business (5) days prior to the date on which Motorola has notified Freescale that Motorola intends to file its Form 10-Q or other document containing quarterly financial statements with the SEC, Freescale will deliver to Motorola drafts of (A) the consolidated financial statements of the Freescale Group (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of Freescale the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (B) a discussion and analysis by management of the Freescale Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K; provided , however , that Freescale will deliver such information at such earlier time upon Motorola’s written request with thirty (30) days’ notice resulting from Motorola’s determination to accelerate the timing of the filing of its financial statements with the SEC. The information set forth