Emerson to Acquire Motorola's Embedded Communications Computing Business


Transaction to Strengthen Emerson's Position in $6 Billion
Merchant Embedded Computing Industry

ST. LOUIS & SCHAUMBURG, Ill--Sept. 28,
2007--Emerson (NYSE: EMR) and Motorola, Inc. (NYSE: MOT) today
announced that the two companies have entered into a definitive
agreement under which Emerson will acquire Motorola's Embedded
Communications Computing (ECC) business for $350 million in cash.
Motorola's ECC business, which had 2006 revenue of approximately $520
million, will strengthen Emerson's position in the $6
billion-and-growing merchant embedded computing industry. Upon
completion of the transaction, Motorola's ECC business will become
part of Emerson Network Power. The transaction is expected to be
completed by the end of the calendar year and is subject to customary
closing conditions and regulatory approvals.

Motorola's ECC business is a leading provider of embedded
computing products and services to communication infrastructure and
equipment manufacturers in telecommunications, medical imaging,
defense and aerospace and industrial automation. Based in Tempe,
Arizona, Motorola's ECC business has approximately 1,100 employees.
The business has driven open standards and pioneered technologies
based upon them since it was formed in 1980.

For Emerson, the transaction enhances its ability to meet the
embedded computing needs of customers in telecommunications and other
industries. Motorola's ECC business brings complementary advanced
technology and leverages existing marquee customer relationships with
Emerson Network Power's embedded computing and embedded power
businesses.

For Motorola, the transaction sharpens its focus on its core
businesses and technologies and provides additional capital to drive
further growth and enhance shareholder value.

"We are excited to add Motorola's Embedded Communications
Computing business to the Emerson portfolio of businesses," said David
N. Farr, chairman, chief executive officer and president, Emerson.
"The combination of Motorola's ECC business with the $100 million
embedded computing business we acquired as part of Artesyn last year
establishes Emerson as a leader in the embedded computing industry.
Through this transaction, Emerson can provide greater capabilities to
our customers as they adopt advanced new technologies and expand
applications for their customers."

"We are pleased to announce this transaction with Emerson," said
Ed Zander, chairman and chief executive officer, Motorola, Inc. "We
regularly evaluate our Company's portfolio to ensure alignment with
our core vision and business strategies to enhance shareholder value.
We believe that Emerson has the proven track record to continue to
serve ECC's customers with the same high quality and level of products
and services. We have the highest regard for the talented and
dedicated ECC employees and are confident they will be a welcome
addition to the Emerson team."

The primary purpose of embedded computing technology is to control
machines or other computer systems and manipulate data. For example,
in telecommunications, embedded computing consolidates, translates,
routes and monitors voice, video and data information across multiple
networks. Local and long distance wireline offices and wireless base
stations depend on embedded computing technologies to operate at peak
performance.

Emerson Network Power and Motorola ECC embedded computing
technologies specifically feature industry standards known as Advanced
Telecommunications Computing Architecture (AdvancedTCA) and Micro
Telecommunications Computing Architecture (MicroTCA). These standards
are being adopted by major telecom companies because they increase
network capacity while lowering the total cost of ownership.

"Wireless adoption is driving long-term telecommunications market
growth and broadband applications are reviving near-term wireline
investment," Farr said. "As we watch the telecom world quickly bring
voice, video and data together for its customers, we believe the
addition of the Motorola ECC business significantly strengthens our
position for growth."

Because AdvancedTCA and MicroTCA have higher power allowance and
more advanced power distribution -- which permits more functionality
and higher performance -- the acquisition of Motorola's ECC business
also complements Emerson's existing strengths in embedded power and
advanced power conversion. These industry standards apply not only to
telecommunications, but to other markets as well, including industrial
automation and medical imaging sectors.

About Emerson Network Power

Emerson Network Power, a business of Emerson (NYSE:EMR), is the
global leader in enabling Business-Critical Continuity(TM). The
company is the trusted source for adaptive and ultra-reliable
solutions that enable and protect its customers` business-critical
technology infrastructures. Backed by the largest global services
organization in the industry, Emerson Network Power offers a full
range of innovative power, embedded computing, precision cooling and
connectivity products and services for computer, communications,
healthcare and industrial systems. For more information, visit
www.emersonnetworkpower.com.

About Emerson

Emerson (NYSE:EMR), based in St. Louis, is a global leader in
bringing technology and engineering together to provide innovative
solutions to customers through its network power, process management,
industrial automation, climate technologies, and appliance and tools
businesses. Sales in fiscal 2006 were $ 20.1 billion. For more
information, visit www.Emerson.com.

About Motorola

Motorola is known around the world for innovation and leadership
in wireless and broadband communications. Inspired by our vision of
seamless mobility, the people of Motorola are committed to helping you
connect simply and seamlessly to the people, information and
entertainment that you want and need. We do this by designing and
delivering "must have" products, "must do" experiences and powerful
networks -- along with a full complement of support services. A
Fortune 100 company with global presence and impact, Motorola had
sales of US $42.8 billion in 2006. For more information about our
company, our people and our innovations, please visit
http://www.motorola.com.

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