EXECUTIVE HEALTH PLAN

Exhibit 10.8



The Executive Health Plan





I. General Information

A. Eligibility

B. Pre-Existing Conditions

C. Deductibles

D. General Rules



II. The Executive Health Plan In Conjunction with the Health Advantage Plan and

the Global Health Advantage Plan

A. Co-Payments

B. Inpatient and Outpatient Services

C. Coverage for Out-of-Network Providers

D. Coverage for Non-Network Providers

E. Coverage Chart for Medical Benefits

F. Coverage for Vision Care

G. Coverage Chart for Vision Care Benefits

H. Coverage for Hearing Care

I. Coverage Chart for Hearing Care Benefits

J. Coverage for Non-Covered Expenses



III. The Executive Health Plan In Conjunction with the Basic Medical Plan

A. Coverage for Expenses Covered by the Basic Medical Plan

B. Coverage Chart for Medical Benefits

C. Coverage for Vision Care

D. Coverage for Hearing Care

E. Coverage for Non-Covered Expenses

F. Coverage Chart for Medical Benefits



IV. The Executive Health Plan in Conjunction with the Mental Health and

Chemical Dependency Program

A. Explanation of Plan

B. Coverage of In-Network Expenses

C. Coverage of Out-of-Network Expenses

D. Coverage Chart for Mental Health and Chemical Dependency



V. The Executive Health Plan in Conjunction with the Prescription Drug Program

(PCS)

A. Prescriptions Covered by the PCS Plan

B. Prescriptions Not Covered by the PCS Plan



VI. The Executive Health Plan in Conjunction with the Motorola Dental Plan

A. Coverage for Expenses Covered by the Motorola Dental Plan

B. Coverage for Orthodontia

C. Coverage for Expenses Not Covered by the Motorola Dental Plan



VII. The Executive Health Plan in Conjunction with Offshore Medical Plans





Effective: 1/1/96







I. General Information

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Eligibility - -----------



Executives and qualified dependents are eligible for the Executive Health Plan if enrolled in the Health Advantage Plan, the Global Health Advantage Plan (for expatriates), the Motorola Basic Medical (Indemnity) Plan or in one of our offshore medical plans. Executives are not eligible for medical coverage under the Executive Health Plan if enrolled in a United States-based Health Maintenance Organization (HMO). Limited coverage for dental and vision care services is available for HMO enrolled participants. All enrollment rules applicable to the primary plan in which you are a member apply to the Executive Health Plan. Coverage for dependent children ceases at age 19 or age 23 if the dependent is enrolled full-time (12 or more hours) in an accredited college or university.



Pre-Existing Conditions - -----------------------



Pre-existing conditions are covered from the first day of enrollment in the Executive Health Plan for executives and qualified dependents. The pre-existing conditions for primary plans are not waived, however, and benefits for pre- existing conditions will be paid only under the Executive Health Plan.



Deductibles - -----------



There are no deductibles to satisfy under the Executive Health Plan. Any deductibles under the primary plans must be satisfied. The Executive Health Plan will reimburse you for half of those deductibles.



General Rules - -------------



Executives must comply with all primary plan rules to receive full coverage from their primary plans and the Executive Health Plan. This includes contacting CallCare for in-patient admissions, using network providers as described in the primary plans and satisfying all other requirements under the primary plans.



Neither the Motorola Benefits Administration Office in Phoenix nor Executive Compensation will confirm benefits under the Executive Health Plan for providers. The Executive Health Plan is a non-qualified plan and only confirmation of benefits on the primary plans will be made.



The Executive Health Plan will pay for charges governed by Section 213 of the United States Internal Revenue Service tax code. Motorola's attorneys will act as the final authorities on interpretation of Section 213 for any charges submitted for reimbursement under the Executive Health Plan.





The Executive Health Plan will not pay for charges considered over and above reasonable and customary under any of its primary plans. The Executive Health Plan will not cover charges for missed appointments, contact lens replacement insurance, plastic or cosmetic surgery or any other charges that are excluded from IRS Section 213.



The Executive Health Plan will not process any claims that are older than one year from date of service. There will be no exceptions made to this policy.



II. The Executive Health Plan In Conjunction with the Health Advantage Plan and the Global Health Advantage Plan



Co-Payments - -----------



Under the Health Advantage Plan, network providers will charge a $10 co-payment for office visits and lab work. This is the out-of-pocket cost under the plan and no additional payment will be made for co-payments under the Executive Health Plan.



An exception to this rule is the Health Screening required for an executive health plan participant under the Health Advantage Plan. If the health screenings required under HAP are performed in conjunction with the Executive Physical, Motorola will reimburse the $10 co-payment under the Executive Health Plan.



In-Network Inpatient and Outpatient Services - --------------------------------------------



The Executive Health Plan will reimburse the 10% not covered by the Health Advantage Plan for inpatient and outpatient hospital admissions, procedures performed in a specialty clinic or doctor's office, or for physical therapy. To obtain this full coverage, all HAP rules regarding CallCare must be followed and network providers must be used. Please refer to the chart at the end of this section for a list of procedures covered under inpatient and outpatient services.



Out-of-Network Coverage - -----------------------



For executives enrolled in the Global Health Advantage Plan, all service is considered "out-of-network." Coverage for offshore medical claims will be paid at 90% under the primary plan and the additional 10% will be covered by the Executive Health Plan. Coverage for U.S. medical claims will be paid at 90% of reasonable and customary charges under Global HAP. The additional 10% of reasonable and customary charges will be covered by the Executive Health Plan.



For executives enrolled in the Health Advantage Plan, if there is not a network provider available in the area, coverage will be 90% of reasonable and customary charges under the Health Advantage Plan. The additional 10% of reasonable and customary charges will be covered by the Executive Health Plan. This also applies to students who may be attending college in an area not served by one of Motorola's provider networks.



Non-Network Coverage - --------------------



If executives or their qualified dependents receive care from a non-network provider in an area where a Motorola network has been established, the Health Advantage Plan will pay nothing. The Executive Plan will pay 50% of the reasonable and customary charges. There will be no exceptions to this policy.





COVERAGE EXAMPLES



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Health Advantage Plan

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Medical Service Health Advantage Plan Executive Health Plan

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Required Screenings 100% at on-site health Not applicable

fair

$10.00 covered if

$10.00 co-pay at network included in executive

provider's office physical

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Early Detection Screenings $10.00 co-pay at network No coverage

provider's office

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Office/Clinic Visits $10.00 No coverage

(network provider)

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Office/Clinic Visits No coverage 50% up to R&C

(non-network provider)

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Laboratory & X-Ray work $10.00 No coverage

done at network

provider's office

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Allergy Testing and 90% of negotiated rate 100% of negotiated

Injections balance

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Durable Medical Equipment 90% 100% of balance

and Supplies

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Specialty Lab & X-Ray 90% of negotiated rate 100% of negotiated

(i.e., MRI, Ultrasounds) balance

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Surgery - Inpatient or 90% of negotiated rate 100% of negotiated

Outpatient (with CallCare balance

and using a Select

Hospital)

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Surgery - Non-Emergency 50% of negotiated rate 50% of negotiated rate

Inpatient (without balance

CallCare and using a

Select Hospital)

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Surgery - Non-Emergency 0% 50% of R&C

Inpatient (with CallCare

and without using a

Select Hospital)

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Surgery - Non-Emergency 0% 50% of R&C

Inpatient (without

CallCare and without

using a Select Hospital)

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Maternity 90% of hospital charges 100% of remaining

at Select Hospitals hospital charges



$10.00 co-pay for No coverage

pre-natal and

post-partum checks

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Therapies: Occupational, 90% of negotiated rates 100% of remaining

Physical, Respirat ...