0001104659-07-075106.txt : 20071016 0001104659-07-075106.hdr.sgml : 20071016 20071016143150 ACCESSION NUMBER: 0001104659-07-075106 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 23 FILED AS OF DATE: 20071016 DATE AS OF CHANGE: 20071016 GROUP MEMBERS: MARCO ACQUISITION SUB INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIAL CORP /DE/ CENTRAL INDEX KEY: 0000101271 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 952081809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-16127 FILM NUMBER: 071173937 BUSINESS ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 628-3500 MAIL ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEXTRON INC CENTRAL INDEX KEY: 0000217346 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 050315468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4014212800 MAIL ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TEXTRON INC DATE OF NAME CHANGE: 19710510 SC TO-T 1 a07-26196_4sctot.htm SC TO-T

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

UNITED INDUSTRIAL CORPORATION

(Name of Subject Company (Issuer))

Marco Acquisition Sub Inc.
and
Textron Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $1.00 per share

(Title of Class of Securities)

910671106

(CUSIP Number of Class of Securities)

Terrence O’Donnell, Esq.

Executive Vice President and General Counsel

Textron Inc.

40 Westminster Street

Providence, RI 02903

(401) 421-2800

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Louis A. Goodman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, MA 02108

(617) 573-4800

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$863,836,407		$26,519.78

* Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated on the offer to purchase all of the outstanding shares of common stock of United Industrial Corporation at a purchase price of $81.00 in cash per share and 9,898,102 shares issued and outstanding and outstanding options (vesting on or before February 7, 2008) with respect to 766,545 shares, in each case as of October 15, 2007.

** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by .00003070.

o Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

CUSIP Number:
910671106

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), to purchase all outstanding shares of common stock (“UIC Common Stock”), par value $1.00 per share, of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 16, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Purchaser and Textron. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. The Agreement and Plan of Merger dated as of October 7, 2007, by and among Purchaser, UIC and Textron, a copy of which is attached as Exhibit (d)(1) hereto is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the subject company is United Industrial Corporation (“UIC”). UIC’s principal executive offices are located at 124 Industry Lane, Hunt Valley, Maryland 21030, and its telephone number at such principal executive office is (410) 628-3500.

(b) This Tender Offer Statement on Schedule TO relates to Purchaser’s offer to purchase all outstanding Shares. According to UIC, as of October 15, 2007 there were 9,898,102 shares of UIC Common Stock issued and outstanding, there were outstanding options to purchase an aggregate of 1,118,012 shares of UIC Common Stock and 3,058,356 shares of UIC Common Stock were issuable upon conversion of UIC’s outstanding 3.75% convertible senior notes due 2024.

(c) The information set forth in Section 6—“Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

The information set forth in Section 9—“Certain Information Concerning Purchaser and Textron” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in Sections 8, 9, 10 and 11—“Certain Information Concerning UIC,” “Certain Information Concerning Purchaser and Textron,” “Background of the Offer; Contacts with UIC” and “Purpose of the Offer and Plans for UIC; Transaction Documents” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

The information set forth in Sections 6, 7, 10, 11 and 14—“Price Range of Shares; Dividends,” “Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations,” “Background of the Offer; Contacts with UIC,” “Purpose of the Offer and Plans for UIC; Transaction Documents” and “Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

The information set forth in Section 12—“Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

The information set forth in Sections 10, 11 and 16—“Background of the Offer; Contacts with UIC,” “Purpose of the Offer and Plans for UIC; Transaction Documents” and “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

(a)(1) The information set forth in Sections 9, 10, 11 and 13—“Certain Information Concerning Purchaser and Textron,” “Background of the Offer; Contacts with UIC,” “Purpose of the Offer and Plans for UIC; Transaction Documents” and “Conditions of the Offer” of the Offer to Purchase is incorporated herein by reference.

(a)(2),(3) The information set forth in Sections 11, 13 and 15—“Purpose of the Offer and Plans for UIC; Transaction Documents,” “Conditions of the Offer” and “Certain Legal Matters” of the Offer to Purchase is incorporated herein by reference.

(a)(4) The information set forth in Section 7—“Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations” of the Offer to Purchase is incorporated herein by reference.

(a)(5) Not applicable.

Item 12. Exhibits.

(a)(1)(A)		Offer to Purchase, dated October 16, 2007
(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(C)		Form of Notice of Guaranteed Delivery
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)		Text of press release issued by Textron, dated October 8, 2007 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by Textron and Purchaser with the Securities and Exchange Commission on October 9, 2007)
(a)(1)(G)		UIC Acquisition Presentation, dated October 8, 2007 (slides) (incorporated by reference to Exhibit 99.2 of the Schedule TO-C filed by Textron and Purchaser with the Securities and Exchange Commission on October 9, 2007)
(a)(1)(H)		UIC Acquisition Presentation (transcript), dated October 8, 2007 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by Textron and Purchaser with the Securities and Exchange Commission on October 9, 2007)
(a)(1)(I)		Form of summary advertisement, published October 16, 2007

(b)(1)		5-Year Credit Agreement, dated as of March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent (“5-Year Credit Agreement”) (incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on March 31, 2005)
(b)(2)		Amendment No. 1 to 5-Year Credit Agreement, dated as of April 21, 2006 (incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on April 25, 2006)
(b)(3)		Amendment No. 2 to 5-Year Credit Agreement, dated as of April 20, 2007 (incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on April 24, 2007)
(b)(4)		$750,000,000 Senior Unsecured Credit Facility Commitment Letter, dated October 12, 2007, among Citigroup Global Markets Inc., Banc of America Securities LLC, Bank of America, N.A., Golman Sachs Credit Partners L.P. and Textron
(d)(1)		Agreement and Plan of Merger dated as of October 7, 2007, by and among Purchaser, UIC and Textron (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on October 9, 2007)
(d)(2)		Tender and Support Agreement dated as of October 7, 2007, by and among Purchaser, Textron, Steel Partners II, L.P., Steel Partners, L.L.C., Warren G. Lichtenstein and Glen M. Kassan
(d)(3)		Confidentiality Letter Agreement dated July 10, 2007, between UIC and Textron
(d)(4)		Eagle Eye Care Teaming Agreement by and between Bell Helicopter Textron Inc., Lockheed Martin Corporation, AAI Corporation, and Textron Systems Corporation, entered into July 21, 2004
(g)		Not applicable
(h)		Not applicable

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TEXTRON INC.
By:	/s/ TERRENCE O’DONNELL
	Name:	Terrence O’Donnell
	Title:	Executive Vice President and General Counsel
MARCO ACQUISITION SUB INC.
By:	/s/ JOHN R. CURRAN
	Name:	John R. Curran
	Title:	President

Dated: October 16, 2007

EXHIBIT INDEX

(a)(1)(A)		Offer to Purchase, dated October 16, 2007
(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
(a)(1)(C)		Form of Notice of Guaranteed Delivery
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)		Text of press release issued by Textron, dated October 8, 2007 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by Textron and Purchaser with the Securities and Exchange Commission on October 9, 2007)
(a)(1)(G)		UIC Acquisition Presentation, dated October 8, 2007 (slides) (incorporated by reference to Exhibit 99.2 of the Schedule TO-C filed by Textron and Purchaser with the Securities and Exchange Commission on October 9, 2007)
(a)(1)(H)		UIC Acquisition Presentation (transcript), dated October 8, 2007 (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by Textron and Purchaser with the Securities and Exchange Commission on October 9, 2007)
(a)(1)(I)		Form of summary advertisement, published October 16, 2007
(b)(1)		5-Year Credit Agreement, dated as of March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent (“5-Year Credit Agreement”) (incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on March 31, 2005)
(b)(2)		Amendment No. 1 to 5-Year Credit Agreement, dated as of April 21, 2006 (incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on April 25, 2006)
(b)(3)		Amendment No. 2 to 5-Year Credit Agreement, dated as of April 20, 2007 (incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on April 24, 2007)
(b)(4)		$750,000,000 Senior Unsecured Credit Facility Commitment Letter, dated October 12, 2007, among Citigroup Global Markets Inc., Banc of America Securities LLC, Bank of America, N.A., Golman Sachs Credit Partners L.P. and Textron
(d)(1)		Agreement and Plan of Merger dated as of October 7, 2007, by and among Purchaser, UIC and Textron (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Textron with the Securities and Exchange Commission on October 9, 2007)
(d)(2)		Tender and Support Agreement dated as of October 7, 2007, by and among Purchaser, Textron, Steel Partners II, L.P., Steel Partners, L.L.C., Warren G. Lichtenstein and Glen M. Kassan
(d)(3)		Confidentiality Letter Agreement dated July 10, 2007, between UIC and Textron
(d)(4)		Eagle Eye Care Teaming Agreement by and between Bell Helicopter Textron Inc., Lockheed Martin Corporation, AAI Corporation, and Textron Systems Corporation, entered into July 21, 2004
(g)		Not applicable
(h)		Not applicable

EX-99.(A)(1)(A) 2 a07-26196_4ex99da1a.htm EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of

UNITED INDUSTRIAL CORPORATION

$81.00 Net Per Share

Marco Acquisition Sub Inc.

an indirect wholly owned subsidiary of

Textron Inc.

THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 13, 2007, UNLESS THE OFFER IS EXTENDED.

Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), is offering to purchase for cash all outstanding shares of common stock (“UIC Common Stock”), par value $1.00 per share (the “Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger dated as of October 7, 2007, among Purchaser, UIC, and Textron (the “Merger Agreement”), pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser has agreed to merge with and into UIC with UIC surviving as an indirect wholly owned subsidiary of Textron (the “Merger”).

There are no financing conditions to the Offer. The Offer is subject to various conditions. A summary of the principal terms of the Offer appears on pages (1) through (6). You should read this entire document carefully before deciding whether to tender your Shares.

The Information Agent for the Offer is:

D. F. KING & CO., INC.

The Dealer Managers for the Offer are:

October 16, 2007

IMPORTANT

If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, mail or deliver the Letter of Transmittal (or a manually executed facsimile thereof) and any other required documents to the American Stock Transfer & Trust Company, the “Depositary” for the Offer, and either deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile thereof) or tender your Shares by book-entry transfer by following the procedures described in Section 3—“Procedures for Tendering Shares” of this Offer to Purchase, in each case by the Expiration Date (as defined in Section 1 of this Offer to Purchase) of the Offer, or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to Purchaser pursuant to the Offer.

If you desire to tender your Shares to Purchaser pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer, or cannot deliver all required documents to the Depositary by the expiration of the Offer, you may tender your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3—“Procedures for Tendering Shares” of this Offer to Purchase.

* * *

Questions and requests for assistance may be directed to D.F. King & Co., Inc., the “Information Agent” for the Offer, at its address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may also be directed to the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET	1
INTRODUCTION	7
THE TENDER OFFER	10
1. TERMS OF THE OFFER	10
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES	13
3. PROCEDURES FOR TENDERING SHARES	14
4. WITHDRAWAL RIGHTS	16
5. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	17
6. PRICE RANGE OF SHARES; DIVIDENDS	19
7. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NYSE LISTING; EXCHANGE ACT REGISTRATION AND MARGIN REGULATIONS	20
8. CERTAIN INFORMATION CONCERNING UIC	21
9. CERTAIN INFORMATION CONCERNING PURCHASER AND TEXTRON	23
10. BACKGROUND OF THE OFFER; CONTACTS WITH UIC	24
11. PURPOSE OF THE OFFER AND PLANS FOR UIC; TRANSACTION DOCUMENTS	27
12. SOURCE AND AMOUNT OF FUNDS	42
13. CONDITIONS OF THE OFFER	43
14. DIVIDENDS AND DISTRIBUTIONS	45
15. CERTAIN LEGAL MATTERS	45
16. FEES AND EXPENSES	48
17. MISCELLANEOUS	49
SCHEDULE A	A-1

SUMMARY TERM SHEET

Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), is offering to purchase for cash all outstanding shares of common stock (“UIC Common Stock”), par value $1.00 per share (the “Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger dated as of October 7, 2007 among Purchaser, UIC and Textron (the “Merger Agreement”), pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser has agreed to merge with and into UIC with UIC surviving as an indirect wholly owned subsidiary of Textron (the “Merger”). The following are some questions you, as a UIC stockholder, may have and answers to those questions. You should carefully read this entire Offer to Purchase and the other documents to which this Offer to Purchase refers to understand fully the Offer, the Merger and the related transactions because the information in this summary term sheet is not complete. References to “we,” “us,” or “our,” unless the context otherwise requires, are references to Purchaser.

Who is offering to buy my securities?

Our name is Marco Acquisition Sub Inc. We are a Delaware corporation formed solely for the purpose of making this tender offer for all of the common stock of UIC. We are an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation. See “Introduction” to this Offer to Purchase and Section 9—“Certain Information Concerning Purchaser and Textron.”

The Offer is the first step in our plan to acquire all of the outstanding Shares, as provided in the Merger Agreement. If, after completion of the Offer, we, together with Textron, own, at least a majority of the outstanding Shares, upon the terms and subject to the conditions of the Merger Agreement, we intend to acquire the remainder of the outstanding Shares in the Merger for $81.00 per Share in cash. See Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents.”

What securities are you offering to purchase?

We are offering to purchase all of the outstanding shares of UIC Common Stock, par value $1.00 per share, of UIC. See “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.”

How much are you offering to pay for my securities; and what is the form of payment?

We are offering to pay you $81.00 per Share net to you in cash, without interest thereon. If you are the record holder of your Shares (i.e., a stock certificate has been issued to you and registered in your name) and you directly tender your Shares to the Depositary in the Offer, you will not have to pay brokerage fees or commissions. If you own your Shares through a broker, bank or other nominee, and your broker, bank or other nominee tenders your Shares on your behalf, your broker, bank or other nominee may charge you a fee for doing so. You should consult your broker, bank or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

Do you have the financial resources to make payment?

Yes. We will need approximately $1.2 billion to purchase all outstanding Shares validly tendered in the Offer (and not withdrawn), to fund amounts that may become due and payable under UIC’s outstanding 3.75% convertible senior notes due 2024 (the “Notes”), to pay fees and expenses related to the Offer and the Merger; to complete the Merger and pay the consideration in respect of outstanding Shares

converted in the Merger into the right to receive the per Share amount paid in the Offer and to cash out options to acquire shares of UIC Common Stock. Textron expects to provide us with the necessary funds to fund the offer through cash on hand, the issuance of commercial paper and, if necessary, borrowings under its credit facilities. Consummation of the Offer is not subject to any financing conditions. See Section 12—“Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender in the Offer?

We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing conditions, (c) if we consummate the Offer, subject to the satisfaction or waiver of certain conditions, we have agreed to acquire all remaining Shares for the same cash price in the Merger, and (d) Textron has, and will arrange for Purchaser to have, sufficient funds to purchase all Shares validly tendered and not properly withdrawn in the Offer and to acquire the remaining outstanding Shares in the Merger. See Section 12—“Source and Amount of Funds.”

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things:

· there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as extended) and not withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Textron, represents a majority of all fully diluted shares of UIC Common Stock, which means the number of Shares outstanding, together with all shares of UIC Common Stock which UIC would be required to issue pursuant to outstanding options or other securities convertible into or exhangeable for shares of UIC Common Stock (as more fully described in Section 13—“Conditions of the Offer”);

· the waiting period (and any extension thereof) applicable to the transactions contemplated by the Merger Agreement (including the Offer and the Merger) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated;

· approval pursuant to certain German and Austrian antitrust and competition laws shall have been obtained; and

· subject to certain exceptions, no event, change, development or occurrence shall have occurred after October 7, 2007 that has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of UIC and its subsidiaries taken as a whole.

Other conditions of the Offer are described in Section 13—“Conditions of the Offer.” Consummation of the Offer is not conditioned on Textron or Purchaser obtaining financing.

Is there an agreement governing the Offer?

Yes. UIC, Textron and Purchaser have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following consummation of the Offer, the merger of Purchaser into UIC. See Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents.”

What does UIC’s board of directors think about the Offer?

The UIC board of directors has unanimously (other than one recused director) approved the Merger Agreement, the Offer and the Merger and determined that the terms of the Merger Agreement, the Offer

and the Merger are advisable and fair to and in the best interests of UIC and UIC’s stockholders. The UIC board of directors unanimously (other than one recused director) recommends that UIC’s stockholders accept the Offer and tender their Shares pursuant to the Offer. See “Introduction” and Section 10—“Background of the Offer; Contacts with UIC”, Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents” and UIC’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission in connection with the Offer, a copy of which (without certain exhibits) is being furnished to UIC’s stockholders concurrently herewith.

How long do I have to decide whether to tender in the Offer?

The initial offering period for the Offer will end at 12:00 midnight, New York City time, on November 13, 2007, unless we extend the Offer. We will announce any decision to extend the Offer in a press release stating the new expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration of the Offer. See Section 1—“Terms of the Offer.” If we decide to provide a subsequent offering period in the Offer as described under Section 1—“Terms of the Offer,” you will have an additional opportunity to tender your Shares. Please be aware that if your shares are held by a broker, bank or other custodian, they may require advance notification before the expiration date of the Offer.

Can the Offer be extended and under what circumstances?

Yes. If at the scheduled expiration date of the Offer, including following a prior extension, any condition to the Offer has not been satisfied or waived and such condition could reasonably be expected to be satisfied on or prior to February 7, 2008, we have agreed under the Merger Agreement to extend the Offer for one or more periods determined by us of up to 20 business days per extension, except that we are not required (but will be entitled) to extend the Offer under certain circumstances. See Section 1—“Terms of the Offer.” In addition, we may extend the Offer for any period required by applicable law.

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform the American Stock Transfer & Trust Company, the depositary for the Offer, of that fact and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the business day after the day on which the Offer was scheduled to expire.

What is the “top up option” and when will it be exercised?

UIC has granted Purchaser the option (which is exercisable by Purchaser at any time after consummation of the Offer and prior to the earlier to occur of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms) to purchase a number of newly-issued or treasury shares of UIC Common Stock equal to the lowest number of shares that, when added to Shares already directly or indirectly owned by Textron, would result in Textron owning, directly or indirectly, in the aggregate, one share more than 90 percent of the fully diluted shares of UIC Common Stock (including such newly-issued or treasury shares), which option may be exercised in whole or in part provided that, after giving effect to the top up option shares, Textron will directly or indirectly own one share more than 90 percent of the shares of UIC Common Stock then outstanding. The purchase price per share payable under this option would be equal to the Offer Price. This option, which we refer to as the “top up option,” is subject to certain additional terms and conditions.

Have any stockholders already agreed to tender their Shares in the Offer?

Simultaneously with the execution of the Merger Agreement, Textron and Purchaser entered into the Tender and Support Agreement dated as of October 7, 2007 (“Tender and Support Agreement”), with

Mr. Warren G. Lichtenstein, UIC’s Chairman, Glen M. Kassan, a UIC director, and certain entities controlled by Mr. Lichtenstein (collectively, the “Supporting Stockholders”). As of October 15, 2007, the Supporting Stockholders have represented that they collectively beneficially own approximately 1,935,950 Shares (which represents approximately 20% of the outstanding Shares) and options to acquire another 75,000 shares of UIC Common Stock. Under the Tender and Support Agreement, the Supporting Stockholders have agreed to tender all Shares beneficially owned by them (including shares of UIC Common Stock issued pursuant to any exercise of options) pursuant to and in accordance with the terms of the Offer. See Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents.”

How do I tender my Shares?

If you wish to accept the Offer and:

· You are a record holder (i.e., a stock certificate has been issued to you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in this Offer to Purchase for book-entry transfer), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other documents required by the Letter of Transmittal, to the Depositary. These materials must reach the Depositary before the Offer expires;

· You are a record holder, but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional New York Stock Exchange (“NYSE”) trading days to tender your Shares using the enclosed Notice of Guaranteed Delivery; or

· You hold your Shares through a broker or a bank, you should contact your broker or bank and give instructions that your Shares be tendered.

See the Letter of Transmittal and Section 3—“Procedures for Tendering Shares” for more information.

May I withdraw Shares I previously tendered in the Offer? Until what time may I withdraw tendered Shares?

Yes. You may withdraw some or all of the Shares that you previously tendered in the Offer at any time prior to the expiration date of the Offer as it may be extended, and, if we have not by December 15, 2007 accepted your Shares for payment, you may withdraw them at any time after such date unless and until we accept Shares for payment. In addition, you may not withdraw Shares tendered during a subsequent offering period, if we elect to have such a period. See Section 4—“Withdrawal Rights.”

How do I withdraw tendered Shares?

To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the American Stock Transfer & Trust Company, the depositary for the Offer, while you have the right to withdraw the Shares. If you tender Shares by giving instructions to a broker or other nominee, you must instruct the broker or other nominee to arrange for the withdrawal of your Shares. See Section 4—“Withdrawal Rights.”

If I decide not to tender, how will the Offer affect my Shares?

If the Merger between UIC and us takes place, UIC stockholders not tendering their Shares in the Offer (other than those properly exercising their appraisal rights) will be entitled to receive cash in an amount equal to the price per Share paid in the Offer. If you decide not to tender your Shares in the Offer and we purchase the Shares which are tendered in the Offer, but the Merger does not occur, there may be

so few remaining stockholders and publicly traded shares of UIC common stock that UIC common stock will no longer be eligible to be traded on the NYSE or other securities exchanges, and there may not be an active public trading market for UIC common stock. Also, UIC may no longer be required to make filings with the Securities and Exchange Commission or otherwise may no longer be required to comply with the Securities and Exchange Commission rules relating to publicly held companies. See Section 7—“Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations.”

How do participants in UIC’s 401(k) Retirement Savings Plan participate in the Offer?

Participants in UIC’s 401(k) Retirement Savings Plan may not use the Letter of Transmittal to direct the tender of their Shares in such plan, but instead must follow the instructions related to those Shares in a separate letter to be sent to participants in this plan. If you are a participant in UIC’s 401(k) Retirement Savings Plan and wish to have the trustee tender some or all of your Shares held in the plan, you must follow the instructions of the trustee set forth in the letter. Section 3—“Procedures for Tendering Shares.”

Are appraisal rights available in either the Offer or the Merger?

No appraisal rights are available in connection with the Offer. However, under Delaware law, stockholders who own their Shares at the time of the Merger and fulfill certain other requirements of the Delaware General Corporation Law will have appraisal rights in connection with the Merger.

If you successfully complete the Offer, what will happen to UIC’s board of directors?

If we accept Shares for payment pursuant to the Offer, under the Merger Agreement, Textron will become entitled to designate a pro rata portion (based on the percentage of outstanding Shares acquired by Purchaser) of the directors of UIC, and UIC has agreed in the Merger Agreement to use commercially reasonable efforts to cause Textron’s designees to be elected or appointed to UIC’s board of directors. Assuming Purchaser purchases outstanding Shares pursuant to the Offer, Textron currently intends to exercise its rights under the Merger Agreement to obtain pro rata representation on, and control of, the board of directors of UIC. See Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents.”

What is the market value of my Shares as of a recent date?

On October 5, 2007, the last full trading day before Textron and UIC announced the signing of the Merger Agreement, the closing price of the Shares reported on the NYSE was $75.62 per Share. The Offer Price of $81.00 per Share represents a premium of approximately 7.1 percent to UIC’s closing stock price on October 5, 2007. On October 15, 2007, the last full trading day before Purchaser commenced the Offer, the closing price of the Shares reported on the NYSE was $80.45 per Share.

We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares in the Offer. See Section 6—“Price Range of Shares; Dividends.”

What are the federal income tax consequences of participating in the Offer?

A U.S. Holder (as defined in Section 5—“Certain United States Federal Income Tax Consequences”) that disposes of Shares pursuant to the Offer generally will recognize capital gain or loss equal to the difference between the cash that the U.S. Holder is entitled to receive pursuant to the Offer and the U.S. Holder’s adjusted tax basis in the Shares disposed of pursuant to the Offer. A Non-U.S. Holder (as defined in Section 5—“Certain United States Federal Income Tax Consequences”) generally will not be subject to U.S. federal income tax on gains realized on the disposition of Shares pursuant to the Offer, provided that

(i) the gain is not effectively connected with the conduct of a trade or business by the Non-U.S. Holder in the U.S. and (ii) in the case of a Non-U.S. Holder that is an individual, such Non-U.S. Holder is not present in the U.S. for 183 days or more in the taxable year of the disposition.

UIC stockholders are urged to read carefully the section entitled “Certain United States Federal Income Tax Consequences” and to consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances. See Section 5—“Certain United States Federal Income Tax Consequences.”

Whom can I contact if I have questions about the Offer?

For further information, you can call D.F. King & Co., Inc., the Information Agent for the Offer, at (800) 967-7921 (toll free); Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Dealer Manager for the Offer, at (877) 653-2948 (toll free) or Rothschild Inc., a Dealer Manager for the Offer, at (800) 753-5151 (Ext. 3611) (toll free).

To The Holders of Shares of Common Stock of
United Industrial Corporation:

INTRODUCTION

Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), hereby offers to purchase all outstanding shares of common stock (“UIC Common Stock”), par value $1.00 per share (“Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

If your Shares are registered in your name and you tender directly to the Depositary, you will not be obligated to pay brokerage fees or commissions on the purchase of Shares by Purchaser. If you hold your Shares through a broker, bank or other nominee, you should check with your broker, bank or other nominee as to whether they charge any service fees. Purchaser will pay all charges and expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Rothschild Inc. (collectively, the “Dealer Managers”), the Depositary and the Information Agent.

The Offer is not subject to any financing conditions. The Offer is conditioned upon, among other things, that (a) there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended pursuant to the terms of the Merger Agreement) and not withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Textron, represents a majority of all Fully Diluted Shares (as defined below) as of immediately prior to the expiration of the Offer (as it may be extended pursuant to the terms of the Merger Agreement) (the “Minimum Condition”), (b) the waiting period (and any extension thereof) applicable to the transactions contemplated by the Merger Agreement (including the Offer and the Merger) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or been terminated (the “HSR Condition”), (c) approval pursuant to the German Act Against Restraints to Competition and the Austrian Cartel Act 2005 shall have been obtained and (d) subject to certain exceptions, no event, change, development or occurrence shall have occurred after October 7, 2007 that has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of UIC and its subsidiaries taken as a whole. See Section 13—“Conditions of the Offer” and the definition of “Material Adverse Effect” in Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents—Merger Agreement—Representations and Warranties.”

As used in this Offer to Purchase, “Fully Diluted Shares” means, as of a particular date, the sum of (a) all Shares outstanding on such date, and (b) all shares of UIC Common Stock into which securities convertible into or exercisable or exchangeable for shares of UIC Common Stock outstanding on such date are convertible, exercisable or exchangeable as of such date or would become convertible, exercisable or exchangeable after such date by reason of any of the transactions contemplated by the Merger Agreement, in each such case assuming UIC would not elect to pay cash to the holders of such securities to settle such conversion, exercise or exchange (other then with respect to any applicable make-whole premium payable to holders of the Notes), less the number of shares of UIC Common Stock represented by each Note, if any, outstanding on such date that is purchased concurrently by Purchaser pursuant to any tender offer for the Notes.

UIC has informed the Purchaser that as of October 15, 2007, there were 9,898,102 Shares outstanding, options outstanding to purchase 1,118,012 shares of UIC Common Stock and the Notes were convertible

into 3,058,356 shares of UIC Common Stock. Based on the foregoing, Purchaser believes that the Minimum Condition would be satisfied if 7,037,236 Shares are validly tendered and not withdrawn prior to expiration of the Offer (as extended).

The Offer will expire at 12:00 midnight, New York City time, on Tuesday, November 13, 2007, unless extended. See Sections 1, 13 and 15—“Terms of the Offer,” “Conditions of the Offer,” and “Certain Legal Matters.”

The UIC board of directors has unanimously (other than one recused director) approved the Merger Agreement, the Offer and the Merger and determined that the terms of the Merger Agreement, the Offer and the Merger are advisable and fair to and in the best interests of UIC and UIC’s stockholders. The UIC board of directors unanimously (other than one recused director) recommends that UIC’s stockholders accept the Offer and tender their Shares pursuant to the Offer. UIC has informed the Purchaser that one of the members of UIC’s board of directors recused himself from the discussions and deliberations of UIC’s board of directors with respect to the potential sale of UIC due to his affiliation with one of the parties that executed a confidentiality and standstill agreement. For factors considered by the board of directors of UIC, see UIC’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “Commission”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to UIC’s stockholders concurrently herewith.

On September 27, 2007, J.P. Morgan Securities Inc. (“JPMorgan”) delivered to the UIC board of directors a written opinion to the effect that, based upon and subject to the assumptions, qualifications and limitations set forth therein, the consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of JPMorgan’s written opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken, is attached as an exhibit to the Schedule 14D-9.

The Offer is being made pursuant to the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, the Merger will be effected. At the effective time of the Merger (the “Effective Time”), each outstanding Share (other than Shares held in the treasury of UIC, owned by Textron, Purchaser or any subsidiary of Textron or UIC, or held by stockholders who properly demanded and perfected appraisal rights under Delaware law) will by virtue of the Merger, and without action by the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the Offer Price without interest (the “Merger Consideration”) and subject to any required withholding taxes, payable to the holder thereof upon surrender of the certificate formerly representing such Share. The Merger Agreement is more fully described in Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents.” Section 5—“Certain United States Federal Income Tax Consequences” describes certain U.S. federal income tax consequences of the disposition of Shares pursuant to the Offer and the Merger.

Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of stockholders of UIC. Under the Delaware General Corporation Law (the “DGCL”), the affirmative vote of a majority of the outstanding Shares to adopt the Merger Agreement is the only vote of any class or series of UIC’s capital stock that would be necessary to approve the Merger Agreement and the Merger at any required meeting of UIC’s stockholders. If, following the purchase of Shares by Purchaser pursuant to the Offer, the top up option, or otherwise, Purchaser and its affiliates own at least a majority of the outstanding Shares, Purchaser will be able to effect the Merger without the affirmative vote of any other UIC stockholder. Textron has agreed pursuant to the Merger Agreement that all Shares beneficially owned by it or any of its subsidiaries will be voted in favor of the Merger.

The DGCL provides that, if a corporation owns at least 90 percent of the outstanding shares of each class of stock of a subsidiary corporation entitled to vote on a merger, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the stockholders of such subsidiary (a “short-form merger”). Pursuant to the Merger Agreement, in the event that, following completion of the Offer, Textron, Purchaser or any of their respective subsidiaries owns at least 90 percent of the outstanding Shares, including Shares acquired in any subsequent offering period and through any exercise of the top up option, Textron, Purchaser and UIC have agreed to effect a short-form merger of Purchaser with and into UIC in accordance with the DGCL as soon as practicable. See Section 15—“Certain Legal Matters.”

No appraisal rights are available in connection with the Offer. However, under the DGCL, stockholders who continue to own their Shares at the time of the Merger and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the Merger. See Section 15—“Certain Legal Matters.”

This Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

THE TENDER OFFER

1. Terms of the Offer

Upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we have agreed in the Merger Agreement to accept for payment and pay for all Shares validly tendered and not properly withdrawn by the Expiration Date in accordance with the procedures set forth in Section 4—“Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, on Tuesday, November 13, 2007, unless Purchaser, in accordance with the Merger Agreement, has extended the initial offering period of the Offer, in which event the term “Expiration Date” shall mean the latest time and date at which the offering period of the Offer, as so extended by Purchaser, will expire.

The Offer is conditioned upon the satisfaction of the Minimum Condition and the other conditions described in Section 13—“Conditions of the Offer.” Purchaser may terminate the Offer without purchasing any Shares if certain events described in Section 13 occur. See Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents—the Merger Agreement—Termination.”

Purchaser expressly reserves the right (but is not obligated), at any time or from time to time, to waive or otherwise modify or amend the terms and conditions of the Offer in any respect. However, pursuant to the Merger Agreement, Purchaser has agreed that it will not, without the prior written consent of UIC, (a) waive the Minimum Condition unless the Modified Minimum Condition (as defined below) is satisfied and Textron has made the Cash Election Request (as defined below), (b) change the form of consideration to be paid pursuant to the Offer, (c) decrease the Offer Price or the number of Shares sought in the Offer, (d) impose conditions to the Offer in addition to those set forth in Annex I of the Merger Agreement (and described below in Section 13—“Conditions of the Offer”), (e) otherwise amend or modify the conditions to the Offer in any manner materially adverse to the holders of Shares or (f) extend the expiration date of the Offer, except as required or permitted by the Merger Agreement.

“Modified Minimum Condition” as used in this Offer to Purchase means the term “Minimum Condition” (as defined in this Offer to Purchase) amended to replace the term “Fully Diluted Shares” (as defined in this Offer to Purchase) in all places where it appears therein with the term “Modified Fully Diluted Shares” (as defined below).

“Modified Fully Diluted Shares” as used in this Offer to Purchase means, as of a particular date, the sum of (a) all Shares outstanding on such date, and (b) all shares of UIC Common Stock into which securities convertible into or exercisable or exchangeable for shares of UIC Common Stock outstanding on such date are convertible, exercisable or exchangeable as of such date or would become convertible, exercisable or exchangeable after such date by reason of any of the transactions contemplated by the Merger Agreement, in each such case assuming UIC would not elect to pay cash to the holders of such securities to settle such conversion, exercise or exchange (other then with respect to any applicable make-whole premium payable to holders of the Notes), less the number of shares of UIC Common Stock represented by Notes outstanding on such date.

UIC has informed the Purchaser that as of October 15, 2007, there were 9,898,102 Shares outstanding and options outstanding to purchase 1,118,012 shares of UIC Common Stock. Based on the foregoing, Purchaser believes that the Modified Minimum Condition would be satisfied if 5,508,058 Shares are validly tendered and not withdrawn prior to expiration of the Offer (as extended).

Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer, Purchaser has agreed under the Merger Agreement, as promptly as practicable following the Expiration Date, to accept for payment and pay for any Shares validly tendered and not properly withdrawn by the Expiration Date.

Purchaser has agreed under the Merger Agreement to extend the Offer for one or more periods determined by Purchaser of up to 20 business days per extension if, at any scheduled expiration of the Offer, any of the conditions to the Offer have not been satisfied or waived by Purchaser and, in Purchaser’s reasonable determination, such condition is capable of being satisfied on or before February 7, 2008; provided, however, that:

· If all the Offer conditions, other than the Minimum Condition, are satisfied or waived as of the first scheduled expiration of the initial offering period, then, unless (i) Purchaser has previously commenced a tender offer for the Notes or (ii) the Modified Minimum Condition is satisfied, Purchaser has waived the Minimum Condition and Textron has made the Cash Election Request, Purchaser shall be obligated to extend the Offer for 10 business days;

· If at any other scheduled or extended expiration of the Offer, all the Offer conditions other than the Minimum Condition are satisfied or waived, Purchaser shall not be obligated to extend the Offer unless required by applicable Law (as defined below), but Purchaser shall be entitled to extend the Offer;

· If at any scheduled or extended expiration of the Offer, the Offer conditions set forth in paragraphs (a) and (b) of Section 13—“Conditions of the Offer” have not been satisfied (other than by reason of a judgment, injunction or order that is not final or remains subject to appeal) or waived by Purchaser, Purchaser shall not be obligated (but shall be entitled) to extend the Offer;

· If at any scheduled or extended expiration of the Offer, the Offer condition set forth in paragraphs (c) or (d) of Section 13—“Conditions of the Offer” has not been satisfied or waived by Purchaser and the breach or failure to perform or comply that has caused such non-satisfaction is not capable of being cured within 20 days after receipt by UIC of notice of such breach or failure from Purchaser (it being understood that a willful failure to comply with the obligations described in Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents—The Merger Agreement—Covenants—No Solicitation” shall be deemed incapable of being cured) or, if capable of being cured within such period, has not been cured within such period, Purchaser shall not be obligated (but shall be entitled) to extend the Offer; or

· If at any scheduled or extended expiration of the Offer, the Offer condition set forth in paragraph (e) of Section 13—“Conditions of the Offer” has not been satisfied or waived, Purchaser shall not be obligated (but shall be entitled) to extend the Offer.

In any event, Purchaser is not required (but shall be entitled) to extend the Offer at any time when Purchaser is permitted to terminate the Merger Agreement and Purchaser is not required or permitted to extend the Offer beyond February 7, 2008 without the consent of UIC. Purchaser may extend the Offer for any period required by applicable Law. See Sections 1 and 13—“Terms of the Offer” and “Conditions of the Offer.”

As used in the Offer to Purchase, “Law” means applicable statutes, laws, rules, ordinances, regulations, codes, orders (including executive orders), judgments, injunctions, writs, decrees and rulings, in each case of a government entity.

At the request of Textron (the “Cash Election Request”), UIC shall elect to satisfy in cash all or any portion of any Notes surrendered for conversion subject to Purchaser’s first acceptance of Shares pursuant to the Offer, which acceptance is subject to the satisfaction or waiver of various conditions, including the Minimum Condition. See Section 13—“Conditions of the Offer.”

There can be no assurance that Purchaser will exercise its right to extend the Offer or that Purchaser will be required under the Merger Agreement to extend the Offer. During any extension of the initial

offering period, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and subject to withdrawal rights. See Section 4—“Withdrawal Rights.”

If, subject to the terms of the Merger Agreement, Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or the information concerning the tender offer, other than a change in the consideration offered or a change in the percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the changes in terms or information. With respect to a change in the consideration offered or a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of 10 business days following such change to allow for adequate disclosure to stockholders.

Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, not to accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer set forth in Section 13—“Conditions of the Offer” have not been satisfied or upon the occurrence of any of the events set forth in Section 13 or Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents—The Merger Agreement—Termination.” Under certain circumstances, Textron and Purchaser may terminate the Merger Agreement and the Offer.

Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, to delay acceptance of Shares and to delay payment for Shares pending receipt of any governmental regulatory approvals specified in Section 15. See Sections 13 and 15—“Conditions of the Offer” and “Certain Legal Matters,” without prejudice to Purchaser’s rights set forth in Section 13—“Conditions of the Offer.” The reservation by Purchaser of the right to delay the acceptance of or payment for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer.

Any extension of the Offer, waiver, amendment of the Offer, delay in acceptance for payment or payment or termination of the Offer will be followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting the obligations of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a press release to the Dow Jones News Service (or such other national media outlet or outlets it deems prudent) and making any appropriate filing with the Commission.

Pursuant to Rule 14d-11 under the Exchange Act, Purchaser may provide a subsequent offering period upon expiration of the initial offering period of the Offer on the Expiration Date. A subsequent offering period would be an additional period of time of between three business days and 20 business days, beginning no later than 9:00 a.m., New York City time, on the next business day following the expiration of the initial offering period of the Offer on the Expiration Date, during which stockholders may tender Shares not tendered in the Offer. A subsequent offering period, if one is provided, is not an extension of the Offer, which already will have been completed. During a subsequent offering period, tendering stockholders will not have withdrawal rights, and Purchaser will promptly purchase and pay for any Shares tendered during the subsequent offering period at the same price paid in the Offer.

UIC has agreed to provide Purchaser with its list of stockholders, mailing labels and any available listing or computer files containing the names and addresses of record holders of Shares and lists of securities positions held in stock depositories for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on UIC’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser has agreed in the Merger Agreement to accept for payment, and pay for, promptly after the Expiration Date, all Shares validly tendered and not withdrawn at the Expiration Date if the conditions to the Offer set forth in Section 13—“Conditions of the Offer” are satisfied or waived. In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the Commission, Purchaser reserves the right to delay acceptance for payment of, or payment for, Shares, pending receipt of the regulatory or governmental approvals specified in Section 15—“Certain Legal Matters.” For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—“Certain Legal Matters.”

In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3—“Procedures for Tendering Shares.”

For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer.

If, prior to the Expiration Date, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

Purchaser reserves the right, under and subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any direct wholly owned subsidiary of Textron, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

3. Procedures for Tendering Shares

Valid Tender of Shares. Except as set forth below, to validly tender Shares pursuant to the Offer, (a) a properly completed and duly executed Letter of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (x) certificates representing Shares tendered must be delivered to the Depositary or (y) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states (i) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and (ii) that Purchaser may enforce such agreement against the participant.

Book-Entry Transfer. The Depositary has agreed to establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

Signature Guarantees and Stock Powers. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered owner has not completed the box entitled “Special Payment Instructions” or the box entitled “Special

Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered owner of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.

If certificates representing Shares are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each delivery of certificates.

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available, or who cannot comply with the procedure for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares by satisfying all of the requirements set forth below:

· such tender is made by or through an Eligible Institution;

· a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the Expiration Date; and

· the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which The New York Stock Exchange is open for business.

The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. Delivery of all such documents will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If such delivery is by mail, it is recommended that all such documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.

Other Requirements. Notwithstanding any provision hereof, Purchaser will pay for Shares pursuant to the Offer only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid by Purchaser on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment.

Binding Agreement. The acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of Purchaser as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of UIC, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s payment for such Shares Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by Purchaser in its sole and absolute discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Textron, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) will be final and binding.

UIC’s 401(k) Plan Participants. Participants in UIC’s 401(k) Retirement Savings Plan may not use the Letter of Transmittal to direct the tender of their Shares in such plan, but instead must follow the separate instructions related to those Shares in a letter sent to participants in this plan by the plan trustee. If you are a participant in UIC’s 401(k) Retirement Savings Plan and wish to have the trustee tender some or all of your Shares held in the plan, you must follow the separate instructions included in the letter. Participants are urged to read the separate instructions carefully including the response deadlines.

4. Withdrawal Rights

Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or prior to the Expiration Date, such Shares may also be withdrawn at any time after December 15, 2007 unless theretofore accepted for payment as provided herein.

For a withdrawal of Shares to be effective, a written or, with respect to Eligible Institutions, facsimile transmission notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. If a stockholder tenders Shares by giving instructions to a broker or other nominee, the stockholder must instruct the broker or other nominee to arrange for the withdrawal of such Shares.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Textron, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Managers, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering shares described in Section 3—“Procedures for Tendering Shares” at any time prior to the Expiration Date.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept for payment Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under this Offer, the Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after December 15, 2007 unless theretofore accepted for payment as provided herein.

In the event Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares tendered in the Offer and accepted for payment.

5. Certain United States Federal Income Tax Consequences

The following summary describes certain U.S. federal income tax consequences to holders of Shares with respect to the disposition of Shares pursuant to the Offer or the Merger. It addresses only holders that hold Shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). The following summary does not purport to be a complete analysis of all of the potential U.S. federal income tax considerations that may be relevant to particular holders in light of their particular circumstances nor does it deal with persons that are subject to special tax rules, such as brokers, dealers in securities or currencies, financial institutions, mutual funds, insurance companies, tax-exempt entities, qualified retirement plans or other tax deferred accounts, holders that own or have owned more than 5% of any class of UIC stock by vote or value (whether such stock is or was actually or constructively owned), regulated investment companies, common trust funds, holders subject to the alternative minimum tax, corporations that accumulate earnings to avoid U.S. federal income tax, persons holding Shares as part of a straddle, hedge or conversion transaction or as part of a synthetic security or other integrated

transaction, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, holders that have a “functional currency” other than the U.S. dollar, U.S. expatriates, dissenting stockholders, and persons that acquired Shares in a compensation transaction. In addition, this summary does not address persons that hold an interest in a partnership or other pass-through entity that holds Shares, or tax considerations arising under the laws of any state, local or non-U.S. jurisdiction or other U.S. federal tax considerations (e.g., estate or gift tax) other than those pertaining to the income tax.

The following is based on the Code, Treasury regulations promulgated thereunder (“Treasury Regulations”), and administrative rulings and court decisions, in each case as in effect on the date hereof, all of which are subject to change, possibly with retroactive effect.

As used herein, the term “U.S. Holder” means a beneficial owner of Shares that is (i) a citizen or individual resident of the U.S.; (ii) a corporation (or an entity classified as a corporation for U.S. federal tax purposes) created or organized in or under the laws of the U.S. or any political subdivision thereof; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons, within the meaning of Section 7701(a)(30) of the Code, have authority to control all of its substantial decisions or (B) it has properly elected under applicable Treasury Regulations to continue to be treated as a U.S. person. A “Non-U.S. Holder” is a beneficial owner of Shares that is not a U.S. Holder.

The tax treatment of a partner in a partnership (or other entity classified as a partnership for U.S. federal tax purposes) may depend on both the partnership’s and the partner’s status. Partnerships that are beneficial owners of Shares, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal, state, local and non-U.S. tax considerations applicable to them with respect to the disposition of Shares pursuant to the Offer or the Merger.

This summary is of a general nature only. It is not intended to constitute, and should not be construed to constitute, legal or tax advice to any particular holder. Holders should consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

U.S. Holders

A U.S. Holder that disposes of Shares pursuant to the Offer or the Merger generally will recognize capital gain or loss equal to the difference between the cash that the U.S. Holder is entitled to receive pursuant to the Offer or the Merger and the U.S. Holder’s adjusted tax basis in the Shares disposed of pursuant to the Offer or the Merger. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) disposed of pursuant to the Offer or the Merger. Capital gain of a non-corporate U.S. Holder derived with respect to a disposition of Shares in which the U.S. Holder has a holding period exceeding one year generally will be subject to a maximum U.S. federal income tax rate of 15% (whereas capital gain derived with respect to a disposition of Shares in which the U.S. Holder has a holding period of one year or less generally will be subject to U.S. federal income tax rates applicable to ordinary income). The deductibility of capital loss is subject to limitations. U.S. Holders are urged to consult their tax advisors regarding such limitations.

Non-U.S. Holders

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on the disposition of Shares pursuant to the Offer or the Merger provided that (i) the gain is not effectively connected with the conduct of a trade or business by the Non-U.S. Holder in the U.S. and (ii) in the case of a Non-U.S. Holder that is an individual, such Non-U.S. Holder is not present in the U.S. for 183 days or more in the taxable year of the disposition.

Information Reporting and Backup Withholding Tax

If certain information reporting requirements are not met, a holder may be subject to backup withholding tax (currently imposed at a rate of 28%) on proceeds received on the disposition of Shares pursuant to the Offer or the Merger. Backup withholding tax is not an additional tax. A holder subject to the backup withholding tax rules will be allowed a credit of the amount withheld against such holder’s U.S. federal income tax liability and, if backup withholding tax results in an overpayment of U.S. federal income tax, such holder may be entitled to a refund, provided that the requisite information is correctly furnished to the Internal Revenue Service in a timely manner. Holders should consult their own tax advisors as to the information reporting and backup withholding tax rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES TO HOLDERS OF SHARES WITH RESPECT TO THE DISPOSITION OF SHARES PURSUANT TO THE OFFER OR THE MERGER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

6. Price Range of Shares; Dividends

According to UIC’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006, the Shares are traded on the NYSE under the symbol “UIC.” The following table sets forth, for the calendar quarters indicated, the high and low sales prices per Share on the NYSE as reported in UIC’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006 with respect to periods occurring in 2005 and 2006 and as reported by published financial sources with respect to periods occurring in 2007:

Fiscal Year	High		Low
2005:
Third Quarter	$	38.30	$	31.86
Fourth Quarter	$	45.27	$	33.59
2006:
First Quarter	$	60.93	$	41.81
Second Quarter	$	69.80	$	44.22
Third Quarter	$	55.26	$	42.08
Fourth Quarter	$	54.70	$	41.40
2007:
First Quarter	$	57.94	$	49.57
Second Quarter	$	66.76	$	48.40
Third Quarter (through October 15, 2007)	$	81.22	$	55.13

On October 5, 2007, the last full trading day prior to the public announcement of the terms of the Offer and the Merger, the reported closing sales price per Share on the NYSE was $75.62 per Share. On October 15, 2007, the last full trading day prior to the commencement of the Offer, the reported closing sales price per Share on the NYSE was $80.45 per Share. Stockholders are urged to obtain a current market quotation for the Shares.

According to publicly available information, the payment of dividends is at the discretion of UIC’s board of directors and depends upon, among other things, UIC’s corporate strategy, future earnings, operations, capital requirements, the general financial condition of UIC and general business conditions. In addition, UIC has reported in its public filings that, under the terms of the indenture governing the Notes, should UIC distribute a cash dividend in any quarterly period in excess of $0.10 per Share, the conversion rate provided for in the Indenture would be adjusted. UIC has also reported that its current credit facility also restricts the amount and conditions under which the company may declare dividends.

Under the terms of the Merger Agreement, UIC is not permitted to declare or pay dividends with respect to the Shares without the prior written consent of Textron. See Section 14—“Dividends and Distributions.”

7. Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations

Possible Effects of the Offer on the Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer can also be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.

NYSE Listing. Depending on the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on the NYSE. According to the published guidelines of the NYSE, the NYSE would consider suspending and delisting the Shares if, among other possible grounds, (a) the number of total stockholders is less than 400, (b) the number of publicly held Shares falls below 600,000, (c) the number of total stockholders is less than 1,200 and the average monthly trading volume is less than 100,000 Shares, or (d) the average closing price of a Share is less than $1.00 over a consecutive 30 trading-day period. The NYSE may also consider market capitalization and certain qualitative criteria such as compliance with NYSE rules. According to UIC, as of October 7, 2007, there were 9,898,102 Shares outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are delisted from the Exchange, the market for Shares would be adversely affected.

If the NYSE were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Trading in the Shares will cease upon consummation of the Merger if trading has not ceased earlier.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated by UIC upon application to the Commission if the outstanding Shares are not listed on a “national securities exchange” and if there are fewer than 300 holders of record of Shares.

Termination of registration of the Shares under the Exchange Act would reduce the information required to be furnished by UIC to its stockholders and to the Commission and would make certain provisions of the Exchange Act (such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement or information statement in connection with stockholders’ meetings or actions in lieu of a stockholders’ meeting pursuant to Section 14(a) and 14(c) of the Exchange Act and the related requirement of furnishing an annual report to stockholders) no longer applicable with respect to the Shares. In addition, if the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 with respect to “going private” transactions would no longer be applicable to UIC. Furthermore, the ability of “affiliates” of UIC and persons holding “restricted securities” of UIC to dispose of such securities pursuant to Rule 144 under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares might no longer be eligible for continued inclusion on the Federal Reserve Board’s list of “margin

securities” or eligible for stock exchange listing or reporting on the NYSE. Purchaser intends to seek to cause UIC to apply for termination of registration of the Shares as soon as possible after consummation of the Offer if the requirements for termination of registration are met.

If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following completion of the Merger.

Margin Regulations. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit using such Shares as collateral. Depending upon factors similar to those described above regarding market quotations, the Shares might no longer constitute “margin securities” for the purposes of the margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers.

8. Certain Information Concerning UIC

The following description of UIC and its business has been taken from UIC’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006, and is qualified in its entirety by reference to such Form 10-K.

UIC is a Delaware corporation incorporated in Delaware in 1960, with its principal executive offices located at 124 Industry Lane, Hunt Valley, Maryland 21030. UIC’s telephone number at such principal executive offices is (410) 628-3500.

The company designs, produces, and supports aerospace and defense systems. The company operates through its wholly owned subsidiary AAI Corporation, and AAI Corporation’s direct and indirect wholly owned subsidiaries AAI Services Corporation, Aerosonde Pty Ltd, Aerosonde North America Incorporated (together with Aerosonde Pty Ltd. “Aerosonde”), ESL Defence Limited (“ESL”), McTurbine Inc. (“McTurbine”), and Symtx, Inc. (“Symtx”) (collectively together with AAI Corporation, “AAI”). Its high technology products and services include unmanned aircraft systems, training and simulation systems, automated aerospace test and maintenance equipment, armament systems, aviation ground support equipment, logistical and engineering services, and maintenance, repair and overhaul activities.

Available Information. UIC is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning UIC’s business, principal physical properties, capital structure, material pending litigation, operating results, financial condition, directors and officers (including their remuneration and stock options granted to them), the principal holders of UIC’s securities, any material interests of such persons in transactions with UIC, and other matters is required to be disclosed in proxy statements and periodic reports distributed to UIC’s stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference room at the Commission’s office at 100 F Street, NE, Washington, DC 20549. Copies may be obtained by mail, upon payment of the Commission’s customary charges, by writing to its principal office at 100 F Street, NE, Washington, DC 20549. Further information on the operation of the Commission’s Public Reference Room in Washington, DC can be obtained by calling the Commission at (800) SEC-0330. The Commission also maintains an Internet web site that contains reports, proxy statements and other information about issuers, such as UIC, who file electronically with the Commission. The address of that site is http://www.sec.gov.

Certain Projected Financial Information about UIC. During the course of the discussions and information exchange between Textron and UIC that led to the execution of the Merger Agreement, UIC provided Textron and its financial advisors and other potential acquirers with certain projected

information about UIC’s financial performance which is not publicly available. UIC has advised us that the financial projections were prepared by UIC management solely for use in connection with a potential transaction and not with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither UIC’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. The information provided to Textron included the following projected financial information for UIC as an independent company (i.e., without regard to the impact on UIC of the Offer and the Merger with Textron and Purchaser).

UIC—Management’s Financial Projections
(all amounts in millions of dollars)

	2007		2008		2009		2010		2011
Net Sales	$	696	$	817	$	878	$	970	$	1,057
Operating Income(1)	73		83		94		107		120
EBITDA(2)	90		101		115		130		144
Free Cash Flows(3)	75		85		98		112		125

(1) Excludes (i) non-cash expenses related to FAS 123, (ii) estimated non-cash expenses related to company long term incentive plan of $1.8 million in 2007 and (iii) estimated non-cash compensation expense of $3.4 million in 2007.

(2) EBITDA calculated as operating income plus depreciation and amortization expense and excludes other income.

(3) Free cash flows is defined as adjusted EBITDA less normalized capital expenditures.

UIC has advised us that the financial projections detailed above reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, such as probability of winning future bids and contracts, as well as matters specific to UIC’s business, all of which are difficult to predict and many of which are beyond UIC’s control. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such projections. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The financial projections cover multiple years and such information by its nature becomes less reliable with each successive year.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the Offer and the Merger. There can be no assurance that the announcement of the Offer and the Merger will not cause customers of UIC to delay or cancel purchases of UIC’s products and services pending the consummation of the Offer and the Merger or the clarification of our intentions with respect to the conduct of UIC’s business thereafter. Any such delay or cancellation of customer sales is likely to adversely affect the ability of UIC to achieve the results reflected in such financial projections. Further, the financial projections do not take into account the effect of any failure to occur of the Offer or the Merger and should not be viewed as accurate or continuing in that context.

The inclusion of this information should not be regarded as an indication that Textron, Purchaser or anyone who received this information then considered, or now considers, it a reliable prediction of future events, and this information should not be relied on as such. None of Textron, Purchaser, UIC or any of their respective financial advisors or the Dealer Managers makes any representation to any person that the analysis will reflect the future results of UIC. None of Textron, Purchaser, UIC or any of their respective financial advisors intends to update or revise the analysis to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, unless required by law.

UIC’s stockholders are cautioned not to place undue reliance on the above projections.

Sources of Information. Except as otherwise set forth herein, the information concerning UIC contained in this Offer to Purchase has been based upon publicly available documents and records on file with the Commission and other public sources. Although we have no knowledge that any such information contains any misstatements or omissions, none of Textron, Purchaser, or any of their respective affiliates or assigns, the Information Agent, the Dealer Managers or the Depositary assumes responsibility for the accuracy or completeness of the information concerning UIC contained in such documents and records or for any failure by UIC to disclose events which may have occurred or may affect the significance or accuracy of any such information.

9. Certain Information Concerning Purchaser and Textron

Purchaser. Purchaser is a Delaware corporation incorporated on September 25, 2007, and, to date, has engaged in no activities other than those incident to its formation and to the Offer and the Merger. Purchaser is an indirect wholly-owned subsidiary of Textron. The principal executive offices of Purchaser are located at 40 Westminster Street, Providence, RI 02903, and Purchaser’s telephone number at such principal executive offices is (401) 421-2800.

Textron. Textron is a Delaware corporation. Its shares are listed on the New York Stock Exchange and the Chicago Stock Exchange. The principal executive offices of Textron are located at 40 Westminster Street, Providence, RI 02903, and Textron’s telephone number at such principal executive offices is (401) 421-2800. Textron is a global multi-industry company operating in 32 countries with approximately 40,000 employees. Textron’s business was founded in 1923 and reincorporated in Delaware on July 31, 1967. Today, Textron leverages its global network of aircraft, industrial and finance businesses to provide customers with innovative solutions and services. Textron operates in four business segments—Bell, Cessna, Industrial and Finance. A description of the business of each of Textron’s business segments is set forth in Textron’s Annual Report on Form 10-K for its fiscal year ended December 30, 2006.

Available Information. Textron is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning Textron’s business, principal physical properties, capital structure, material pending litigation, operating results, financial condition, directors and officers (including their remuneration and stock options granted to them), any material interests of such persons in transactions with Textron, and other matters is required to be disclosed in proxy statements and periodic reports distributed to UIC’s stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference room at the Commission’s office at 100 F Street, NE, Washington, DC 20549. Copies may be obtained by mail, upon payment of the Commission’s customary charges, by writing to its principal office at 100 F Street, NE, Washington, DC 20549. Further information on the operation of the Commission’s Public Reference Room in Washington, DC can be obtained by calling the Commission at (800) SEC-0330. The Commission also maintains an Internet web site that contains reports, proxy statements and other information about issuers, such as Textron, who file electronically with the Commission. The address of that site is http://www.sec.gov.

Additional Information. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the members of the board of directors and the executive officers of Textron and the members of the board of directors and the executive officers of Purchaser are set forth in Schedule A to this Offer to Purchase.

None of Textron, Purchaser or, to the knowledge of Textron or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.

Except as set forth elsewhere in this Offer to Purchase or in Schedule A: (a) none of Textron, Purchaser or, to the knowledge of Textron or Purchaser after reasonable inquiry, any of the persons listed in Schedule A or any associate or majority-owned subsidiary of Textron, Purchaser or any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of UIC; (b) none of Textron, Purchaser or, to the knowledge of Textron or Purchaser after reasonable inquiry, any of the persons referred to in clause (a) above or any of their executive officers, directors, affiliates or subsidiaries has effected any transaction in Shares or any other equity securities of UIC during the past 60 days; (c) none of Textron, Purchaser, their subsidiaries or, to the knowledge of Textron or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, has any agreement, arrangement, or understanding, whether or not legally enforceable, with any other person with respect to any securities of UIC (including, but not limited to, any agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations); (d) in the past two years, there have been no transactions that would require reporting under the rules and regulations of the Commission between any of Textron, Purchaser, their subsidiaries or, to the knowledge of Textron or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, on the one hand, and UIC or any of its executive officers, directors or affiliates, on the other hand; and (e) in the past two years, there have been no negotiations, transactions or material contacts between any of Textron, Purchaser, their subsidiaries or, to the knowledge of Textron or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, on the one hand, and UIC or any of its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of UIC’s securities, an election of UIC’s directors or a sale or other transfer of a material amount of assets of UIC.

We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger, and (d) Textron has, and will arrange for Purchaser to have, sufficient funds to purchase all Shares validly tendered and not properly withdrawn in the Offer and to acquire all remaining outstanding Shares in the Merger.

10. Background of the Offer; Contacts with UIC

From time to time over the last four years, certain subsidiaries of Textron have maintained various business relationships with UIC. On July 21, 2004, Bell Helicopter Textron Inc., Textron Systems Corporation, Lockheed Martin Corporation and AAI Corporation (a subsidiary of UIC), entered into a teaming agreement with respect to the “Eagle Eye Systems Program” relating to vertical tactical unmanned aerial vehicles. From time to time over the last five years, members of management of Textron have had contact with UIC about a possible business combination. These contacts have been preliminary

and, prior to the events described below, none of these contacts led to any substantive discussions or negotiations of a possible transaction, such as this Offer.

On or about July 10, 2007, a representative of J.P. Morgan Securities Inc. (“JPMorgan”), financial advisor to UIC, telephoned a member of senior management of Textron to advise of UIC’s plan to conduct an auction and to discuss Textron’s interest in exploring a potential acquisition of UIC. Subsequent to the call, JPMorgan sent Textron information regarding UIC, together with a draft confidentiality agreement for Textron to sign.

From July 11, 2007 to July 17, 2007, members of Textron’s senior management reviewed Textron’s interest in pursuing an acquisition of UIC and decided to explore a potential acquisition of UIC. On July 18, 2007, Textron and UIC executed the Confidentiality Agreement.

From July 18, 2007 until October 7, 2007, Textron and its legal and financial advisors conducted financial, business and legal due diligence of UIC and its subsidiaries and participated with UIC in various meetings and conference calls to discuss due diligence information. UIC made available to Textron financial projections for UIC through the fiscal year ending December 31, 2011.

On July 25, 2007, Textron submitted to JPMorgan a confidential, non-binding indication of Textron’s interest to acquire UIC at a purchase price of $70 in cash per share. At a meeting of the Textron’s Board of Directors (the “Textron Board”) later that day, members of Textron senior management reviewed for the Textron Board the opportunity to explore a potential acquisition of UIC.

On August 9, 2007, members of UIC senior management, including Frederick Strader, UIC’s Chief Executive Officer, made in person presentations regarding UIC’s business to members of senior management of Textron and Textron Systems.

On August 17, 2007, Textron engaged Skadden, Arps, Slate, Meagher & Flom LLP to act as outside legal counsel to Textron with respect to the potential acquisition of UIC.

On August 23, 2007, a representative of JPMorgan contacted a member of senior management of Textron and requested that Textron submit by September 12, 2007 a definitive proposal for an acquisition of UIC.

UIC provided Textron with a proposed merger agreement on August 26, 2007 and draft disclosure letter on August 29, 2007.

During the week of August 27, 2007, Textron retained Merrill Lynch & Co. and, on September 7, 2007, Textron retained Rothschild Inc., to provide financial services and advice to Textron with respect to Textron’s potential acquisition of UIC.

On September 8, 2007, Frank L. Tempesta, President - Textron Systems, and Lewis B. Campbell, Chairman of the Textron Board, met with Mr. Strader and conveyed to him Textron’s interest in acquiring UIC and in having Mr. Strader remain in his leadership role at UIC after any potential acquisition by Textron. Mr. Strader expressed interest in continuing to lead UIC after an acquisition by Textron.

On September 11, 2007, Textron senior management updated the Textron Board on the status of the auction process for UIC, and proposed that Textron submit a revised bid for UIC at a price of $76 in cash per share. The Textron Board authorized management to submit the revised bid to UIC. The next day, Textron submitted its revised bid to UIC, together with Textron’s comments on UIC’s proposed draft merger agreement.

On September 16, 2007, Mr. Strader informed Mr. Tempesta that UIC was continuing to consider Textron’s bid. The next day, on September 17, 2007, Mr. Strader advised Mr. Tempesta that UIC’s Board of Directors (the “UIC Board”) had met to review the various proposals it had received. Mr. Strader indicated that UIC would likely request that all bidders submit a final proposal by sometime during the

following week. A representative of JPMorgan later called a member of Textron senior management to request that Textron submit a best and final offer by September 19, 2007.

On September 19, 2007, Textron sent UIC a revised written proposal to acquire UIC at a purchase price of $80 in cash per share.

On September 20, 2007, Mr. Strader informed Mr. Tempesta that the UIC Board would likely meet on September 25, 2007 and select one bidder with whom to complete negotiations of a mutually satisfactory merger agreement.

On September 23, 2007, representatives of Textron’s outside legal counsel, together with Textron’s Vice President and Deputy General Counsel, and representatives of Proskauer Rose LLP, UIC’s outside legal counsel, together with UIC’s General Counsel, held a telephonic meeting to negotiate the merger agreement.

On September 24, 2007, a representative of JPMorgan telephoned a member of senior management of Textron and requested that Textron submit another best and final proposal for an acquisition of UIC. The member of Textron senior management advised JPMorgan that Textron had submitted its best and final bid on September 19, 2007 and that a counteroffer would be considered and possibly submitted to the Textron board for approval if reasonable. Mr. Strader telephoned Mr. Tempesta later that day and proposed that Textron submit an offer, such as $81 per share. Mr. Tempesta advised Mr. Strader that Textron management would not submit an offer until it received a counteroffer. Mr Strader said then the counteroffer would be $82 per share. Mr Tempesta advised that he believed the Textron Board would reject $82 per share but likely approve a price of $81 per share, assuming the parties moved quickly to resolve all remaining issues. Later that day, a member of Textron senior management was informed that the UIC Board had authorized UIC’s management to proceed with negotiating a definitive merger agreement with Textron at a purchase price of $81 in cash per share.

On September 25, 2007, Mr. Tempesta telephoned Mr. Strader to discuss the status of negotiations regarding the merger agreement, as well as proposed changes to Mr. Strader’s employment agreement. Later that day, Textron’s legal counsel provided UIC’s legal counsel with suggested changes to Mr. Strader’s employment agreement with UIC.

On September 25, 2007, Textron senior management updated the Textron Board on the status of the potential acquisition of UIC. After deliberation, the Textron Board approved Textron management pursuing an acquisition of UIC at a purchase price of $81 in cash per share.

On September 26, 2007, Textron’s legal counsel sent a draft of the proposed tender and support agreement to legal counsel for UIC and to Olshan Grundman Frome Rosenzweig & Wolosky LLP, outside legal counsel for the Supporting Stockholders.

On September 27, 2007, the Textron Board met to discuss the potential acquisition of UIC, as well as the current draft merger agreement and tender and support agreement. After deliberation, the Textron Board voted to approve the acquisition of UIC, subject to negotiation of definitive agreements for the acquisition satisfactory to Textron senior management. Later on September 27, 2007, a member of UIC senior management informed Textron that the UIC Board had approved the transaction at a meeting held that evening.

From September 27, 2007 through October 7, 2007, representatives of Textron’s legal counsel and UIC’s legal counsel continued to negotiate the merger agreement, and Textron and its legal counsel continued to complete confirmatory due diligence. Representatives of Textron’s legal counsel and the Supporting Stockholders’ legal counsel also continued to negotiate unresolved provisions of the tender and support agreement.

On October 6, 2007, Textron’s management committee met to discuss the status of the potential acquisition of UIC and determined that Textron should proceed with the acquisition.

On October 7, 2007, representatives of Textron’s legal counsel and UIC’s legal counsel completed negotiations regarding all terms of the merger agreement, and a member of Textron senior management and one of the Supporting Stockholders completed negotiations regarding the tender and support agreement.

The Merger Agreement and the Tender and Support Agreement were signed the evening of October 7, 2007, and Textron announced the transaction in a press release issued the next morning prior to the opening of trading on the NYSE.

Teaming Agreement. On July 21, 2004, two Textron subsidiaries, Bell Helicopter Textron Inc. and Textron Systems Corporation, entered into a teaming agreement (the “Teaming Agreement”) with Lockheed Martin Corporation and AAI Corporation, a subsidiary of UIC. The Teaming Agreement was with respect to the “Eagle Eye Systems Program” relating to vertical tactical unmanned aerial vehicles. The purpose of the Teaming Agreement is to establish a teaming relationship among the parties to cooperate in the pursuit and performance of the “Eagle Eye Systems Program,” which includes opportunities to provide prototypes, demonstrators, system design and development, production, derivatives and logistics support to the U.S. Government and non-U.S. Government customers under prime contracts and subcontracts.

The foregoing summary is qualified in its entirety by reference to the complete text of the Teaming Agreement, which is filed as an exhibit to the Tender Offer Statement on Schedule TO that Textron and Purchaser filed with the Commission on October 16, 2007 (the “Schedule TO”) and which is incorporated herein by reference.

11. Purpose of the Offer and Plans for UIC; Transaction Documents

Purpose of the Offer and Plans for UIC. The purpose of the Offer and the Merger is for Textron, through Purchaser, to acquire control of, and the entire equity interest in, UIC. Pursuant to the Merger, Textron will acquire all of the capital stock of UIC not purchased pursuant to the Offer, the top up option or otherwise. Stockholders of UIC who sell their Shares in the Offer will cease to have any equity interest in UIC or any right to participate in its earnings and future growth. If the Merger is consummated, non-tendering stockholders also will no longer have an equity interest in UIC. On the other hand, after selling their Shares in the Offer or the subsequent Merger, stockholders of UIC will not bear the risk of any decrease in the value of UIC.

If Purchaser purchases Shares pursuant to the Offer, Textron is entitled and currently intends to exercise its rights under the Merger Agreement to obtain pro rata representation on, and control of, the board of directors of UIC. See “The Merger Agreement—Directors” below.

In accordance with the Merger Agreement, following the time of the purchase of Shares pursuant to the Offer (the time of such purchase, the “Purchase Time”), Textron has agreed under the Merger Agreement to acquire the remaining Shares pursuant to the Merger. We may also acquire Shares pursuant to the top up option.

Textron is conducting a detailed review of UIC and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel. Textron will continue to evaluate the business and operations of UIC during the pendency of the Offer and, after the consummation of the Offer and the Merger, will make such changes it deems desirable in any of the foregoing in light of the circumstances then existing. Thereafter, Textron intends to conduct a comprehensive review of UIC’s business, operations, capitalization and management with a view to

optimizing development of UIC’s potential in conjunction with Textron’s existing businesses. Without limiting the generality of the foregoing, in connection with Textron’s plan to acquire all of UIC’s outstanding equity interests pursuant to the Offer and the Merger, Textron intends to make changes to UIC’s charter, by-laws and board of directors as well as certain changes to its capitalization, indebtedness and benefit plans. Possible changes also include changes to UIC’s dividend policy, management and a reorganization of reporting responsibilities of certain of UIC’s business units within Textron’s business units. Textron does not have any current plans to effect an extraordinary corporate transaction with any third party involving UIC or any of its subsidiaries, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material amount of assets.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as an exhibit to the Schedule TO and which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 9 under “Available Information.”

The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions to the Offer described in Section 13—“Conditions of the Offer” (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not withdrawn prior to the Expiration Date. For purposes of the Merger Agreement, “Expiration Date” means 12:00 midnight, New York city time, on Tuesday, November 13, 2007, as the same may (or, to the extent required by the Merger Agreement, shall) be extended from time to time. Purchaser expressly reserves the right (but is not obligated), at any time or from time to time, to waive or otherwise make any change in the terms and conditions of the Offer; provided that, pursuant to the Merger Agreement, Purchaser has agreed that it will not, without the prior written consent of UIC, (a) waive the Minimum Condition unless the Modified Minimum Condition is satisfied and Textron has made the Cash Election Request, (b) change the form of consideration to be paid pursuant to the Offer, (c) decrease the Offer Price or the number of Shares sought in the Offer, (d) impose conditions to the Offer in addition to those set forth in Annex I of the Merger Agreement (and described in Section 13—“Conditions of the Offer”), (e) otherwise amend or modify the conditions to the Offer in any manner materially adverse to the holders of Shares or (f) extend the expiration of the Offer, except as required or permitted by the Merger Agreement.

Upon the terms and subject to the conditions of the Offer, Purchaser will be required, as promptly as practicable following the Expiration Date, to accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and will be required, as promptly as practicable, to accept and pay for any Shares validly tendered in any subsequent offering period. Purchaser may, without UIC’s consent, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act if there shall not have been validly tendered and not withdrawn that number of Shares necessary to effect a short-form merger of UIC. Subject to its obligations under the Merger Agreement to extend the Offer, under the Merger Ageement, Purchaser shall not be required to accept for payment or pay for any tendered Shares, may delay the acceptance for payment or payment for any tendered Shares and may terminate or amend the Offer as to Shares not then paid for in the event that any of the conditions described in Section 13—“Conditions of the Offer” exist.

· If at any scheduled or extended expiration of the Offer, the Offer condition set forth in paragraphs (c) or (d) of Section 13—“Conditions of the Offer” has not been satisfied or waived by Purchaser and the breach or failure to perform or comply that has caused such non-satisfaction is not capable of being cured within 20 days after receipt by UIC of notice of such breach or failure from Purchaser (it being understood that a willful failure to comply with the obligations described in the Section “—Covenants—No Solicitation” shall be deemed incapable of being cured) or, if capable of being cured within such period, has not been cured within such period, Purchaser shall not be obligated (but shall be entitled) to extend the Offer; or

In any event, Purchaser is not required (but shall be entitled) to extend the Offer at any time when Purchaser is permitted to terminate the Merger Agreement and Purchaser is not required or permitted to extend the Offer beyond February 7, 2008 without the consent of UIC. See Sections 1 and 13—“Terms of the Offer” and “Conditions of the Offer.” Purchaser may extend the offer for any period required by applicable Law.

Recommendation. UIC has represented in the Merger Agreement that its board of directors (at a meeting or meetings duly called and held) has unanimously (other than one recused director) (a) determined that the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interests of, UIC and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, (c) directed that the adoption of the Merger Agreement be submitted to UIC’s stockholders and (d) resolved to recommend that UIC’s stockholders accept the Offer, tender their Shares pursuant to the Offer and adopt the Merger Agreement (the “Board Recommendation”). UIC has further represented that its board of directors has taken all actions so that no restrictions contained in any “moratorium,” “control share acquisition,” “business combination,” “fair price,” “interested stockholder,” “stockholder protection,” or other similar anti-takeover law or regulation, including Section 203 of the DGCL, and no restrictive provision of UIC’s restated certificate of

incorporation or bylaws or of any comparable organizational document of any of UIC’s subsidiaries, will apply to Textron, Purchaser, the execution and delivery of the Merger Agreement, the Offer, the Merger or any other transaction contemplated by the Merger Agreement.

Directors. The Merger Agreement provides that, subject to the requirements of Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, effective upon Purchaser’s acceptance of Shares for payment pursuant to the Offer, Textron has the right to designate a number of directors of UIC, rounded up to the next whole number, that is equal to the product of the total number of directors on the UIC board of directors and the percentage that the number of Shares beneficially owned by Textron and/or Purchaser (including Shares accepted for payment) bears to the total number of Shares outstanding. UIC will use its commercially reasonable efforts to cause Textron’s designees to be elected or appointed to UIC’s board of directors, including seeking and accepting the resignations of incumbent directors and increasing the size of the UIC board of directors. UIC has also agreed in the Merger Agreement to use its commercially reasonable efforts to cause individuals designated by Textron to constitute the same percentage of each committee of the UIC board of directors and each board of directors of each subsidiary of UIC as the percentage of the entire board represented by the individuals designated by Textron.

However, the Merger Agreement further provides that, from the election or appointment of Textron’s designees until the Effective Time, certain actions of UIC may only be authorized by, and will require the authorization of, a majority of the directors of UIC then in office who were not designated by Textron (the “Continuing Directors”) or, if there are no Continuing Directors, by a majority vote of the UIC board of directors.

Top Up Option. UIC has irrevocably granted to Purchaser an option (the “top up option”), exercisable only after the acceptance by Purchaser of, and payment for, Shares tendered in the Offer, to purchase that number of shares of UIC Common Stock as is equal to the lowest number of shares of UIC Common Stock that, when added to the number of Shares owned directly or indirectly by Textron at the time of such exercise, will constitute one share more than 90 percent of the Fully Diluted Shares (after giving effect to the issuance of the shares of UIC Common Stock purchased under the top up option). The price per Share payable under the top-up option would be equal to the Offer Price. The top up option is exercisable in whole or in part at any time after consummation of the Offer and prior to the earlier to occur of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms, provided that, after giving effect to the issuance of the top up option shares, Textron will directly or indirectly own one Share more than 90 percent of the Shares then outstanding (after giving effect to the issuance of the shares of UIC Common Stock purchased under the top up option). In no event will the top-up option be exercisable for a number of shares of UIC Common Stock in excess of UIC’s then authorized and unissued shares (including as authorized and unissued shares any such Shares held in the treasury of UIC).

The Merger. The Merger Agreement provides that, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into UIC, and UIC will continue as the surviving corporation. UIC has agreed in the Merger Agreement that, if stockholder approval for the Merger is required other than pursuant to a short-form merger pursuant to Delaware law, UIC will hold a special meeting of its stockholders as promptly as practicable following the consummation of the Offer for the purpose of adopting the Merger Agreement. Textron and Purchaser have agreed that, at the special meeting, all of the Shares acquired pursuant to the Offer or otherwise owned by Textron or any of its subsidiaries will be voted in favor of adoption of the Merger Agreement.

The Merger Agreement further provides that, notwithstanding the foregoing, if following consummation of the Offer, the exercise of the top up option or otherwise, Textron, Purchaser or any other subsidiary of Textron holds at least 90 percent of the outstanding Shares, each of Textron, Purchaser

and UIC will take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after such acquisition, as a short-form merger without action of the stockholders of UIC.

Charter, Bylaws, Directors, and Officers. The Merger Agreement provides that at the Effective Time, the certificate of incorporation of UIC will be amended and restated in its entirety to read as the certificate of incorporation of Purchaser in effect immediately prior to the Effective Time. Also at the Effective Time, the bylaws of UIC will be amended and restated in their entirety so as to read as the bylaws of Purchaser as in effect immediately prior to the Effective Time. The Merger Agreement futher provides that the directors and officers of Purchaser immediately prior to the Effective Time will be the initial directors and officers of the surviving corporation.

Conversion of Shares. The Merger Agreement provides that each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of UIC, owned by Textron, Purchaser or any subsidiary of Textron or UIC, or held by stockholders who properly demand and perfect appraisal rights under Delaware law) will, by virtue of the Merger and without any action on the part of the holder, be converted at the Effective Time into the right to receive the Merger Consideration, payable to such holder upon surrender of the certificate formerly representing such Shares, without interest thereon. The Merger Agreement also provides that at the Effective Time, each Share owned by Textron, Purchaser or any subsidiary of Textron will be canceled (other than Shares held in the treasury of UIC or owned by any subsidiary of UIC), and no payment or distribution will be made with respect to such Shares. In addition, the Merger Agreement provides that at the Effective Time, each share of Purchaser’s common stock issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of common stock of the surviving corporation.

Treatment of Options and ESPP. The Merger Agreement provides that, at the Effective Time, each outstanding and unexercised option to acquire shares of UIC Common Stock granted under UIC’s 2006 Long-Term Incentive Plan, 2004 Stock Option Plan, 1996 Stock Option Plan for Non-employee Directors and the 1994 Stock Option Plan or any predecessor plan (each such option, a “UIC Option”) that is outstanding and unexercised immediately prior to the Effective Time, and that is not then vested and exercisable, shall become fully vested on an accelerated basis immediately prior to the Effective Time. The Merger Agreement further provides that, as of the Effective Time, each UIC Option, whether vested or unvested, will be canceled and will thereafter solely represent the right to receive from Textron or the surviving corporation, in exchange, an amount in cash equal to the product of the number of shares subject to such option and the excess, if any, of the Offer Price, without interest, over the exercise price per share of UIC Common Stock subject to such option, less any required withholding taxes (giving effect to the acceleration of vesting described above). UIC has agreed to ensure that following the Effective Time, no holder of a UIC Option (or former holder of a UIC Option) or any participant in any employment benefit plan shall have any right under any such plan to acquire any capital stock of UIC or the surviving corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights).

Pursuant to the Merger Agreement, as soon as practicable following October 7, 2007, the board of directors (or applicable committee thereof) of UIC is required to adopt resolutions and take other required actions under UIC’s Employee Stock Purchase Plan (“ESPP”) to provide that, with respect to the ESPP, (i) participants may not increase their payroll deductions or purchase elections from those in effect on October 7, 2007 and (ii) cause the ESPP to be suspended effective as of the last business day of October. Such suspension shall cause the “offering period” in effect as of October 7, 2007 to be the final “offering period” under the ESPP and subject to consummation of the transactions contemplated by the Merger Agreement, the ESPP shall terminate immediately prior to the Effective Time.

Representations and Warranties. In the Merger Agreement, UIC has made customary representations and warranties to Textron and Purchaser with respect to, among other matters, its organization and

qualification, capitalization, authority, the vote of UIC’s stockholders required to approve the Merger, conflicts, consents and approvals, compliance with law, permits, public filings, financial statements, absence of any Material Adverse Effect (as defined below), litigation, employee benefit plans, labor and employment matters, insurance, properties, tax matters, information to be included in this Offer to Purchase, and any other ancillary documents related to the Offer (collectively, the “Offer Documents”), the Schedule 14D-9 and in any proxy or information statement to be sent to stockholders in connection with the Merger, intellectual property, environmental matters, government contracts, other material contracts, affiliate transactions, the fairness opinion of JPMorgan, brokers’ fees, and the inapplicability of state takeover laws or restrictive provisions in UIC’s governing documents. Each of Textron and Purchaser has made customary representations and warranties to UIC with respect to, among other matters, organization and qualification, authority, conflicts, consents and approvals, litigation, information to be included in the Schedule 14D-9, the Offer Documents and any proxy or information statement to be sent to stockholders in connection with the Merger, brokers’ fees, “interested stockholder” status, Purchaser’s operations and financing.

As defined in the Merger Agreement, and for purposes of the Offer, “Material Adverse Effect” means any event, change, development or occurrence that, either individually or in the aggregate with all other events, changes, developments or occurrences, (a) has had or would reasonably be expected to have a material adverse effect on the properties, assets, liabilities, business, results of operations or financial condition of UIC and its subsidiaries, taken as a whole, but excluding any such event, change, development or occurrence to the extent resulting from or arising out of (i) changes in the financial markets generally in the United States or that are the result of any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, (ii) general national, international or regional economic, financial, political or business conditions (including changes in law or GAAP or authoritative interpretations thereof) affecting generally the defense industry, which do not have a materially disproportionate effect (relative to other industry participants) on UIC and its subsidiaries taken as a whole, (iii) the announcement of the Merger Agreement (including any cancellations or delays in contract awards and any impact on relationships with customers, prime contractors, subcontractors, suppliers or employees but in each case only to the extent related to the announcement), (iv) changes in the market price or trading volume of UIC’s securities; provided that the exception in this clause (iv) is strictly limited to any such change or failure in and of itself and shall not prevent or otherwise affect a determination that any event, change, development or occurrence underlying such change or failure has resulted in, or contributed to a Material Adverse Effect, (v) the suspension of trading of securities generally on the New York Stock Exchange; and (vi) change in appropriations arising from the U.S. fiscal year or supplemental budget or from any foreign government budget which does not have a materially disproportionate effect (relative to other defense industry participants) on UIC and its subsidiaries taken as a whole, or (b) prevents, materially delays or materially impairs the ability of UIC to consummate the Merger.

The representations and warranties contained in the Merger Agreement have been made by each party to the Merger Agreement solely for the benefit of the other parties, and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties:

· with respect to UIC, have been qualified by information set forth in a confidential disclosure letter of UIC provided to Textron and Purchaser in connection with the execution of the Merger Agreement—the information contained in this disclosure letter modifies, qualifies and creates exceptions to the representations and warranties in the Merger Agreement;

· will not survive consummation of the Merger;

· may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the Merger Agreement if those statements turn out to be inaccurate; and

· were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.

Covenants

Conduct of Business. The Merger Agreement obligates UIC, from the date of the Merger Agreement until the Effective Time, to conduct its operations according to its ordinary and usual course of business consistent with past practice, and to use its commercially reasonable efforts to preserve intact its business organization and goodwill, maintain and keep its material properties in good repair and free from non-permitted liens, maintain in effect all material governmental permits and timely make all required Commission filings. The Merger Agreement also contains specific restrictive covenants as to certain activities of UIC prior to the Effective Time which provide that UIC will not take certain actions without the prior written consent of Textron or otherwise as permitted by the Merger Agreement or required by Law including, among other things and subject to certain exceptions, amending its restated certificate of incorporation or bylaws, issuing or selling its securities or granting options, disposing of intellectual property rights, declaring or paying any dividends, reclassifying or redeeming its securities, amending any term of its capital stock, adopting a plan of reorganization of UIC, making material dispositions, entering into or terminating certain material contracts, incurring any capital expenditures inconsistent with a pre-determined budget, taking action that would result in an amendment or material default under any indebtedness, entering into severance or similar agreements, increasing compensation or adopting new employee benefit plans, changing accounting policies or practices, making, revoking or amending any material tax elections, settling or compromising any material tax liability, settling litigation or claims, entering into any material non-competiton agreements or line of business restrictions or agreeing to take any of the foregoing actions.

Stockholder Approval. In the Merger Agreement, UIC has agreed, if required under the DGCL in order to consummate the Merger other than in a short-form merger pursuant to Section 253 of the DGCL, that, (i) in accordance with the DGCL, UIC’s restated certificate of incorporation and bylaws, UIC, in consultation with Textron, shall establish a record date (which will be as promptly as reasonably practicable following the consummation of the Offer) for, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable after the consummation of the Offer, for the purpose of voting on the matters requiring the affirmative vote of holders of a majority of Shares entitled to be voted for the adoption of the Merger Agreement and, subject to certain provisions with respect to a Change of Recommendation of the board of directors described in “No Solicitation” below, the UIC board of directors will advise and recommend unanimously (other than one recused director) to its stockholders that the stockholders of UIC adopt the Merger Agreement.

In connection with any such stockholder’s meeting, the Merger Agreement further obligates Textron and UIC, in accordance with the DGCL, UIC’s restated certificate of incorporation and bylaws, as promptly as reasonably practicable after the consummation of the Offer, to prepare jointly for UIC to file with the Commission a preliminary proxy statement and all other proxy materials for such meeting. Subject to certain exceptions described in “No Solicitation” below, UIC has agreed to use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of the Merger Agreement and the approval of the Merger.

Notwithstanding any provision of the Merger Agreement to the contrary, Textron and Purchaser have agreed in the Merger Agreement that, if Textron, Purchaser or any other subsidiary of Textron acquire at least 90% of the then outstanding Shares pursuant to the Offer, through exercise of the top up option or otherwise, Textron, Purchaser and UIC shall take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after such acquisition without a meeting of stockholders of UIC, in accordance with Section 253 of the DGCL.

Contact with Employees. Textron and Purchaser have agreed not to (and to cause their respective representatives and affiliates not to) contact or otherwise communicate with the employees (other than senior executives) of UIC and its subsidiaries regarding the business of UIC, the Merger Agreement and the transactions contemplated hereby without the prior written consent of UIC, which consent shall not be unreasonably withheld, conditioned or delayed.

No Solicitation. In the Merger Agreement, UIC has agreed that neither it nor any of its subsidiaries nor any of their respective officers, directors or employees will, and to instruct and to use its reasonable best efforts and act in good faith to cause its other representatives not to, directly or indirectly, (i) solicit,, initiate, induce, encourage or knowingly facilitate any inquiry with respect to, or the making, submission or announcement of, any proposal that constitutes, or may reasonably likely to lead to, an Acquisition Proposal (as defined below), (ii) participate in, induce or encourage any discussions or negotiations regarding (or furnish to any person any information with respect to) UIC and its subsidiaries in connection with any proposal that constitutes, or may reasonably likely to lead to, an Acquisition Proposal, (iii) amend or grant any waiver or release, and use commercially reasonable efforts to enforce, any standstill or similar agreement with respect to any class of equity securities of UIC or any of its subsidiaries, (iv) approve any transaction under (other than the Merger Agreement, the Offer, the Merger and the transactions contemplated by the Merger Agreement), or any person (other than Textron or Purchaser) becoming an “interested stockholder” under, Section 203 of the DGCL, or (v) enter into any merger agreement, letter of intent, agreement in principle or similar agreement relating to any Acquisition Proposal (other than any confidentiality agreement with respect to a possible Superior Proposal (as defined below)). UIC further agreed to cease any existing discussions or negotiations with any persons with respect to any Acquisition Proposal and to request the return or destruction of all confidential information provided by or on behalf of UIC or any of its subsidiaries after January 1, 2007 with respect to any possible Acquisition Proposal or other possible significant transaction.

Notwithstanding the foregoing, before the Purchase Time (and not thereafter), UIC may furnish information and participate in discussions or negotiations with any person making an unsolicited, written bona fide Acquisition Proposal that the UIC board of directors believes in good faith (after consultation with an independent financial advisor and outside counsel) constitutes or is reasonably likely to result in a Superior Proposal (as defined below), provided that: (a) UIC has first given to Textron written notice of the Acquisition Proposal; (b) the Acquisition Proposal was made after the date of the Merger Agreement and did not result from a breach of the obligations described under “No Solicitation” (and as set forth in Section 7.5 of the Merger Agreement); (c) UIC receives from such person an executed confidentiality agreement no less protective to UIC than the confidentiality agreement between UIC and Textron and (d) the UIC board of directors determines in good faith, after consultation with its outside counsel, that the failure to take such action would reasonably be likely to constitute a violation of its fiduciary duties under applicable Law.

The Merger Agreement requires UIC to provide Textron as promptly as practicable (in any event within 24 hours) after receipt of an Acquisition Proposal or any request for information or discussions or inquiries reasonably likely to lead to an Acquisition Proposal with notice, including the identity of the person or group making the proposal, request, discussion or inquiry and the material terms and conditions thereof, and with a copy of all written materials provided in connection with such proposal, request, discussion or inquiry. The Merger Agreement also requires UIC promptly to keep Textron informed in all material respects of the status and details of the Acquisition Proposal, request, discussion or inquiry and promptly to provide a copy of all subsequently provided written materials.

The Merger Agreement provides that, except as described below, UIC may not (i) fail to make the Board Recommendation, (ii) withdraw or modify in a manner adverse to Textron or Purchaser (or publicly propose to withdraw or modify) or (iii) approve, recommend or otherwise declare advisable (or publicly

propose to approve or recommend) an Acquisition Proposal (any of the actions described in (i), (ii) and (iii), a “Change of Recommendation”).

The UIC board of directors may (i) make a Change of Recommendation or (ii) terminate the Merger Agreement prior to the first acceptance of Shares pursuant to the Offer upon (A) UIC’s substantially concurrent entry into a definitive agreement for the consummation of a Superior Proposal and (B) payment of the Termination Fee (as described under “Fees and Expenses” below), provided that, in either case, the UIC board of directors determines in good faith, after consultation with its outside counsel, that the failure to take such action would reasonably be likely to constitute a violation of its fiduciary duties under applicable Law. UIC’s right to terminate the Merger Agreement under this provision is subject to (i) UIC providing at least three business days written notice to Textron and Purchaser of the Superior Proposal and (ii) Textron and Purchaser not making an offer at least as favorable to UIC’s stockholders as such Superior Proposal.

Under the Merger Agreement: “Acquisition Proposal” means any inquiry, indication of interest, proposal or offer from any person or group of persons (other than Textron, Purchaser or their respective subsidiaries) relating to any acquisition or purchase of assets or a business that constitutes 20% or more of the net revenues, net income or assets of UIC and its subsidiaries, taken as a whole, or 20% or more of any class or series of UIC securities, any tender offer or exchange offer that if consummated would result in any person or group of persons beneficially owning 20% or more of any outstanding class or series of UIC securities, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving UIC (or any subsidiary or subsidiaries of UIC whose assets or businesses constitute 20% or more of the net revenues, net income or assets of UIC and its subsidiaries, taken as a whole), except, in each case, other than the Offer, the Merger, the top up option and the other transactions contemplated by the Merger Agreement; and “Superior Proposal” means any bona fide written Acquisition Proposal (on its most recently amended or modified terms, if amended or modified) (except that references in the definition of “Acquisition Proposal” to “20%” shall be replaced by “100%”) that the board of directors of UIC determines in its good faith business judgment (after consultation with UIC’s financial advisor and UIC’s outside legal counsel and in light of all relevant circumstances and all terms and conditions of such Acquisition Proposal and the Merger Agreement, to be more favorable to UIC’s stockholders than the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

Employee Benefits. The Merger Agreement provides that as of the Effective Time, Textron will cause the surviving corporation to honor, in accordance with their terms, certain existing employment, labor, retention and severance agreements, incentive bonus and benefit plans between UIC and any officer, director or employee of UIC.

In the Merger Agreement, subject to applicable Law, Textron and Purchaser have agreed with UIC that from the Effective Time until December 31, 2008, Textron will provide or cause to be provided for UIC’s and its subsidiaries’ current and former non-union employees compensation and benefits that are, in the aggregate, substantially comparable to those provided to such employees immediately before the Effective Time. Textron has also agreed to cause to be provided compensation and employee benefits to all union employees in accordance with the terms and conditions of the labor agreement then in effect applicable to such employees.

For all purposes (other than benefit accrual but including accrual under the vacation time off plans), each employee, without duplication, will be to credited such employee’s years of service, seniority status and accrued but unused vacation paid time off for which such employee was credited prior to the Effective Time. In addition, pursuant to the Merger Agreement, for the period beginning on the Effective Date and ending on the third anniversary thereafter, Textron will provide or cause to be provided to certain specified

individuals group medical and dental care coverage that is substantially comparable, in the aggregate, to the coverage provided to each such individual immediately prior to the Effective Time.

The Merger Agreement further provides that the foregoing obligations shall not prevent the amendment or termination of any employee benefit plan of UIC, subject to certain exceptions, and that the applicable provisions of the Merger Agreement are not intended to confer on any person other than the parties to the Merger Agreement any rights or remedies.

Indemnification and Insurance. In the Merger Agreement, Textron and Purchaser have agreed that the certificate of incorporation and bylaws of the surviving corporation in the Merger will contain provisions no less favorable to present or former UIC directors and officers than UIC’s restated certificate of incorporation and bylaws in effect as of October 7, 2007 with respect to indemnification and advancement of expenses for acts or omissions existing or occurring at or prior to the Effective Time. At all times after the acceptance for payment of Shares pursuant to the Offer, the parties to the Merger Agreement have agreed that UIC (and from and after the Effective Time, the surviving corporation) will indemnify each present and former officer and director of UIC and its subsidiaries and certain specified employees (each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters or in connection with the fact that such Indemnified Party is or was an officer, director, or fiduciary of UIC, or of another entity if such service was at the request or for the benefit of UIC, for acts or omissions existing or occurring at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement, to the fullest extent UIC is permitted to do so under applicable Law and its restated certificate of incorporation and bylaws as in effect on October 7, 2007. In the event of any such proceeding, each such Indemnified Party will be entitled to advancement of expenses incurred in the defense of the proceeding from UIC or the surviving corporation, as applicable, provided the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if a court of competent jurisdiction determines, by final, nonappealable order, that such Indemnified Party is not entitled to indemnification.

The Merger Agreement further provides that Textron will (or will cause the surviving corporation to) cause to be maintained, for a period of at least six years after the Effective Time, a directors’ and officers’ insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring prior to the Effective Time no less favorable than those of UIC’s directors’ and officers’ insurance policy as of the date of the Merger Agreement. Under the terms of the Merger Agreement, such insurance coverage is required to be maintained only to the extent of coverage that can be maintained at an aggregate cost of not greater than 200 percent of the current annual premium for UIC’s directors’ and officers’ liability insurance coverage.

Notes. UIC has agreed to elect to pay in cash any applicable make-whole premiums payable to holders of the Notes that becomes due in connection with the Merger Agreement and the transactions contemplated thereby.

UIC has further agreed to timely deliver all notices required to be delivered, and timely take all actions required to be taken, by the indenture, dated as of September 15, 2004 (the “Indenture”), by and among UIC, AAI Corporation, a Delaware corporation and a wholly owned subsidiary of UIC, and the U.S. Bank National Association, a national banking association organized and existing under the laws of the Unites States, as trustee (the “Trustee”), in respect of the Offer, the Merger or the other transactions contemplated hereby. UIC has also agreed to provide Textron and Purchaser certain rights with respect to such notices, elections under the Indenture and communications and material discussions or meetings with any holder of the Notes, the Trustee or any depository.

At the request of Textron (the Cash Election Request), UIC (i) shall elect to satisfy all or a portion of any Notes surrendered for conversion after the first acceptance of Shares pursuant to the Offer in cash and (ii) shall promptly notify the holders of the Notes and the Trustee of such election in accordance with the terms of the Indenture. If Textron makes such Cash Election Request, Textron shall lend or cause to be lent to UIC funds sufficient to pay the Conversion Obligation (as defined in the Indenture) that becomes due and payable under the Indenture in connection with the surrender of Notes for conversion by the holders thereof after the first acceptance of Shares pursuant to the Offer, such loan to be made at an interest rate equal to or less than the interest rate payable under, and on terms substantially comparable to the terms of, the Amended and Restated Revolving Credit Agreement, dated as of May 31, 2007, by and among UIC, AAI Corporation, SunTrust Bank, as administrative agent, and the lenders and other financial institutions party thereto.

At Textron’s sole option and discretion, Textron may cause Purchaser to commence a tender offer to purchase all or a portion of the outstanding Notes (the “Notes Offer”) upon such terms and conditions as Textron may determine in its sole discretion.

Regulatory Filings. The parties to the Merger Agreement have agreed to cooperate with respect to determining whether any action by or in respect of, or filing with, any governmental entity is required, or any actions, consents, approvals or waivers are required to be obtained from any parties to any contracts or government contracts, in connection with the consummation of the transactions contemplated by the Merger Agreement.

As promptly as reasonably practicable after the date of the Merger Agreement and in any event within 10 Business Days after the date of the Merger Agreement, UIC, Textron and Purchaser have agreed to prepare and file all necessary documentation to comply with the notification and antitrust requirements under the HSR Act the German Act Against Restraints to Competition and the Austrian Cartel Act 2005. See Section 15—“Certain Legal Matters” under subsections “U.S. Antitrust Compliance” and “Foreign Antitrust Laws.”

Notwithstanding anything in the Merger Agreement to the contrary, Textron has agreed to promptly use its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Merger Agreement, including the defense through litigation on the merits of any claim asserted by any court, agency or other proceeding by any person or governmental entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions.

Stockholder Litigation. In connection with any stockholder litigation which may be brought against UIC or its directors relating to any transaction contemplated by the Merger Agreement, UIC has agreed to keep Textron and Purchaser informed of the status of such litigation and provide the right to participate in its defense. UIC has further agreed not to settle any such litigation without Textron’s and Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Takeover Laws. UIC has agreed to take, upon the request of Textron or Purchaser, all reasonable steps to exclude the applicability of, or to assist in any challenge by Textron or Purchaser to the validity, or applicability to the Offer, the Merger or any other transaction contemplated by the Merger Agreement of, any “moratorium,” “control share acquisition,” “business combination,” “fair price,” “interested stockholder,” “stockholder protection” or other similar anti-takeover law or regulation.

Notification of Certain Matters. From and after the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, subject to applicable Law, each of UIC and Textron have agreed to promptly notify the other of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to the Merger Agreement

to effect the Offer and the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (b) the failure of UIC or Textron, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to the Merger Agreement that would reasonably be expected to result in any condition to the obligations of any party to the Merger Agreement to effect the Offer, the Merger and the other transactions contemplated by the Merger Agreement not to be satisfied; provided, however, that the delivery of any such notice will not cure any breach of any representation or warranty, the failure to comply with any covenant, the failure to meet any condition or otherwise limit or affect the remedies available under the Merger Agreement to the party receiving such notice.

Conditions to Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of Textron, Purchaser and UIC to consummate the Merger are subject to the satisfaction or waiver, where permissible, at or prior to the Effective Time, of the following conditions: (a) if required by the DGCL and Purchaser and UIC may not effect a short-form merger, the Merger Agreement shall have been adopted by the affirmative vote of holders of a majority of the outstanding Shares, (b) no order, judgment, injunction, writ, ruling or decree issued by any governmental entity and no applicable statute, law, rule, regulation, code shall be in effect that enjoins restrains, prevents or otherwise prohibits consummation of the Merger or makes the Merger illegal and (c) Purchaser (or Textron on Purchaser’s behalf) shall have accepted for purchase all Shares validly tendered (and not withdrawn) pursuant to the Offer. Textron and Purchaser have agreed pursuant to the Merger Agreement that all Shares owned by Textron or any of its subsidiaries will be voted in favor of adoption of the Merger Agreement.

Termination. The Merger Agreement provides that it may be terminated, and the Offer and Merger may be abandoned, at any time prior to the Effective Time:

(a) by mutual written consent of Textron and UIC;

(b) by written notice of either Textron or UIC at any time prior to the Purchase Time if the Offer has not been consummated by February 7, 2008, provided that the failure of such consummation was not principally caused by or resulted from the terminating party’s failure to fulfill any of its obligations under the Merger Agreement;

(c) by written notice of either UIC or Textron, if any governmental entity shall have issued an order, decree or ruling or taken any other action, (i) restraining, enjoining, preventing or otherwise prohibiting the acceptance for payment of, and payment for, the Shares pursuant to the Offer or consummation of the Merger, or (ii) making the acceptance for payment of, and payment for, the Shares pursuant to the Offer or consummation of the Merger illegal, and such Law, order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party terminating the Merger Agreement shall have complied with its obligations under the Merger Agreement to have any such order, decree or ruling lifted or vacated;

(d) by written notice of Textron, if (i) the UIC board of directors shall have effected a Change of Recommendation or resolved to do so or (ii) the board of directors of UIC shall have failed to publicly confirm its recommendation of the Offer and the Merger Agreement within three Business Days of a written request by Textron that it do so;

(e) by written notice of UIC prior to the acceptance for payment of Shares pursuant to the Offer, in accordance with its obligations under the Merger Agreement in respect of any possible Acquisition Proposal or Superior Proposal;

(f) by written notice of Textron (if Textron is not in material breach of its obligations or its representations and warranties under the Merger Agreement), if, prior to the acceptance for payment of Shares pursuant to the Offer, there has been a breach by UIC of any representation, warranty, covenant or agreement of UIC contained in the Merger Agreement that (i) would result in any condition to the Offer

not being satisfied and (ii) is either incurable or not cured (if curable through commercially reasonable efforts) by the earlier of (A) 20 days following receipt by UIC of written notice from Textron of such breach and (B) February 7, 2008;

(g) by written notice of UIC (if UIC is not in material breach of its obligations or its representations and warranties under the Merger Agreement), if, prior to the acceptance for payment of Shares pursuant to the Offer, there has been a breach by Textron of any representation, warranty, covenant or agreement of Textron contained in the Merger Agreement that (i) would have, either individually or in the aggregate, a material adverse effect on Textron’s or Purchaser’s ability to consummate the Offer or the Merger and (ii) is either incurable or not cured (if curable through commercially reasonable efforts) by the earlier of (A) 20 days following receipt by Textron of written notice from UIC of such breach and (B) February 7, 2008;

(h) by written notice of Textron, if UIC shall have breached any of its obligations described under “No Solicitation” above (and set forth in Section 7.5 of the Merger Agreement);

(i) by written notice of UIC or Textron, if the Offer shall have expired or been terminated without Purchaser having purchased any Shares under the Offer, subject to exceptions for breaches of the Merger Agreement or a failure of certain Offer conditions to be satisfied.

Fees and Expenses. Except as described below with respect to the Termination Fee, each party to the Merger Agreement will bear its own expenses in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer.

UIC has agreed to pay to Textron a termination fee of $33,000,000 in immediately available funds in the event that the Merger Agreement is terminated solely as follows: (i) if UIC terminates the Merger Agreement under the circumstances described in subparagraph (e) under “Termination” above, (ii) if Textron terminates the Merger Agreement under the circumstances described in subparagraph (d) or (h) under “Termination” above, or (iii) if Textron terminates the Merger Agreement under the circumstances described in subparagraph (b) or (f) under “Termination” above and, with respect to a termination referred to in this clause (iii), (A) at the time of termination, an Acquisition Proposal with respect to UIC shall have been made to the board of directors of UIC or UIC or publicly announced and not bona fidely and irrevocably withdrawn, and (B) UIC enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal within 12 months following the date the Merger Agreement is terminated. For purposes of clause (iii) of the preceding sentence, “Acquisition Proposal” shall have the meaning ascribed thereto in “No Solicitation” above except that references in the definition of “Acquisition Proposal” to “20%” shall be replaced by “50%”.

Amendment. The Merger Agreement provides that it may be amended by the parties to the Merger Agreement at any time before the Effective Time (subject in the case of UIC to certain actions requiring the approval of directors not designated by Textron as described under “Directors” above) if, but only if, such amendment or waiver is in writing and is signed by each party to the Merger Agreement; provided that after the requisite approval of UIC’s stockholders, without the further approval of UIC’s stockholders, no such amendment shall be made or given that requires the approval of UIC’s stockholders under the DGCL unless the required approval is obtained.

Waiver. The Merger Agreement provides that, at any time prior to the Effective Time, any party to the Merger Agreement may extend the time for performance for any of the acts of the other parties pursuant to the Merger Agreement, waive any inaccuracies in the representations and warranties contained in the Merger Agreement or any related document, and waive compliance under the Merger Agreement by the other parties with any of the agreements or conditions contained in the Merger Agreement.

The Tender and Support Agreement. The following is a summary of certain provisions of the Tender and Support Agreement. This summary is qualified in its entirety by reference to the full text of the Tender and Support Agreement, a copy of which is filed as an exhibit to the Schedule TO and which is incorporated herein by reference. The Tender and Support Agreement may be examined and copies may be obtained in the manner set forth in Section 9 under “Available Information.”

Simultaneously with the execution of the Merger Agreement, Textron and Purchaser entered into the Tender and Support Agreement dated as of October 7, 2007 (“Tender and Support Agreement”), with Mr. Warren G. Lichtenstein, UIC’s Chairman, Glen M. Kassan, a UIC director, and certain entities controlled by Mr. Lichtenstein (collectively, the “Supporting Stockholders”). As of October 15, 2007 the Supporting Stockholders have represented that they collectively beneficially own approximately 1,935,950 Shares (which represents approximately 20% of the Shares) and options to acquire another 75,000 shares of UIC Common Stock.

Pursuant to the Tender and Support Agreement, each Supporting Stockholder agreed to validly tender (or cause to be tendered) in the Offer all of such Supporting Stockholder’s Shares pursuant to the Offer as promptly as practicable, but in any event no later than two business days after the relevant procedures for tendering Shares in the Offer pursuant to book entry transfers have been implemented. In furtherance of the foregoing, each Supporting Stockholder has agreed to (i) deliver to the Depositary (A) a letter of transmittal with respect to such Supporting Stockholder’s Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (ii) instruct its broker or other holder of record of any Shares beneficially owned by such Supporting Stockholder to tender such Shares pursuant to the terms of the Offer. Each Supporting Stockholder has further agreed not to withdraw any of such Shares from the Offer, unless and until (A) the Offer has been terminated by Purchaser in accordance with the terms of the Merger Agreement or (B) the Tender and Support Agreement has been terminated in accordance with its terms.

The Tender and Support Agreement further provides that, at every meeting of the stockholders of UIC,, the Supporting Stockholders will (or will cause the holder of record on any applicable record date to) vote the Shares of such Supporting Stockholders (to the extent that any of such Shares are not purchased in the Offer) (i) in favor of (A) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (B) approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, and (ii) against (A) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of UIC or any of its subsidiaries, (C) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Textron of the transactions contemplated by the Merger Agreement, or (D) any action, proposal, transaction or agreement that would reasonably be expected to result in (x) a breach of any covenant, representation or warranty or other obligation or agreement of UIC under the Merger Agreement or of any such Supporting Stockholder under the Tender and Support Agreement or (y) the failure of any Offer condition to be satisfied, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement. In furtherance of the Supporting Stockholders’ covenants under the Tender and Support Agreement, each Supporting Stockholder has agreed to appoint Textron as attorney-in-fact and proxy to: (i) attend any and all stockholder meetings of UIC with respect to the above matters; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Supporting Stockholder’s Shares in accordance with the above matters at any such meeting; and (iii) grant or withhold,

or issue instructions to the record holder to grant or withhold, consistent with the provisions of the preceding paragraph, all written consents with respect to such Shares.

Pursuant to the Tender and Support Agreement, each Supporting Stockholder has agreed, except as provided under the Merger Agreement or the Tender and Support Agreement, not to, directly or indirectly, (i) create or permit to exist any lien on any of such Supporting Stockholder’s Shares, (ii) enter into any contract with respect to any transfer of such Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Shares, (iv) deposit or permit the deposit of such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under the Tender and Support Agreement or the transactions contemplated thereby or otherwise make any representation or warranty of such Supporting Stockholder in the Tender and Support Agreement untrue or incorrect.

Each Supporting Stockholder has also agreed under the Tender and Support Agreement not to solicit for employment, otherwise solicit the services of or employ certain current employees of UIC for a period of two years following the effective time of the Merger, subject to limited exceptions.

In addition to any termination of the Tender and Support Agreement by written consent of the parties to such agreement, the Tender and Support Agreement provides that it terminates automatically upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time. The Tender and Support Agreement further provides that officers and directors of UIC are not restricted by the Tender and Support Agreement in the exercise of their fiduciary duties provided that such officers or directors are not permitted to take actions that would cause UIC to breach the Merger Agreement or any agreements comtemplated thereby.

The Supporting Stockholders have also agreed to tender any Shares issued pursuant to any exercise of their outstanding options to acquire shares.

The foregoing summary is qualified in its entirety by reference to be complete text of the Tender and Support Agreement, which is filed as an exhibit to the Schedule TO and is incorporated herein by reference.

Confidentiality Agreement. On July 18, 2007, Textron and UIC executed the Confidentiality Agreement dated July 10, 2007. As a condition to being furnished certain information by UIC, Textron agreed (subject to limited exceptions) to keep such information confidential for a period of two years from the date of the Confidentiality Agreement unless otherwise required by law, and not to use such information for any purpose other than in connection with evaluating a potential transaction with UIC. Textron also agreed, among other things, that, without UIC’s consent, for a period of one year after the date of the Confidentiality Agreement Textron will not, directly or indirectly, alone or in concert with others, acquire or propose to acquire any securities or assets of UIC or any of its subsidiaries, participate in any solicitation of proxies to vote any securities of UIC, or offer or propose any extraordinary transaction involving control of UIC. Textron further agreed that, for a period of one year from the date of the Confidentiality Agreement, subject to specified exceptions, it would not offer to hire or hire any person currently or formerly employed by UIC with whom Textron has had contact during the period of its investigation of UIC as a result of the disclosure of confidential information pursuant to the agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Confidentiality Agreement, which is filed as an exhibit to the Schedule TO and is incorporated herein by reference.

Effects of Inability to Consummate the Merger. If, following the consummation of the Offer, the Merger is not consummated for any reason (see—“The Merger Agreement—Conditions to Consummation of the Merger”), Textron, which indirectly owns 100 percent of the common stock of Purchaser, will indirectly control the number of Shares acquired by Purchaser pursuant to the Offer, as well as any other Shares held

by Textron or its subsidiaries. Under the Merger Agreement, effective upon Purchaser’s acceptance of Shares for payment pursuant to the Offer, and from time to time thereafter, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, UIC has agreed to use commercially reasonable efforts to cause a pro rata portion (based on the percentage of outstanding shares acquired by Purchaser) of the directors of UIC to consist of persons designated by Textron (see “The Merger Agreement—Directors”). As a result of its ownership of such Shares and right to designate nominees for election to the board of directors of UIC, Textron indirectly will be able to control decisions of the board of directors of UIC and the decisions of Purchaser as a stockholder of UIC. This concentration of control in one stockholder may adversely affect the market value of the Shares.

If Textron controls more than 50 percent of the outstanding Shares following the consummation of the Offer but the Merger is not consummated, stockholders of UIC, other than those affiliated with Textron, will lack sufficient voting power to elect directors or to cause other actions to be taken which require majority approval.

12. Source and Amount of Funds

Purchaser will need approximately $1.2 billion to purchase all Shares validly tendered in the Offer (and not withdrawn), to cash out options to acquire Shares, to fund amounts that may become due and payable under the Notes, to pay fees and expenses related to the Offer and the Merger and to complete the Merger and to pay the consideration in respect of Shares converted in the Merger into the right to receive the Merger Consideration.

Textron expects to fund all these payments through a loan from Textron to Purchaser. Textron expects to fund the loan through a combination of approximately $350 to $600 million in available cash and the remaining amount with the proceeds of a private issuance of commercial paper notes under its existing commercial paper program. If necessary, Textron may obtain additional funds through borrowings under a $750 million interim senior unsecured, revolving-credit facility for which Textron has received a commitment from certain financial institutions (as described below) (the “Interim Facility”) or Textron’s current $1.25 billion revolving-credit facility (the “5-Year Facility”). Textron reserves the right to adjust the relative combination of financing sources based on availability of cash and prevailing market conditions.

Issuances under Textron’s existing commercial paper program are expected to be made on customary market terms. Interest expense is expected to be paid on maturity, and is expected to be based on prevailing market rates measured by reference to the London inter-bank offered rate (“LIBOR”).

The Offer is not conditioned upon any financing arrangements.

Structure of the Interim Facility

On October 12, 2007, pursuant to a commitment letter, Textron received financing commitments from Citigroup Global Markets Inc., Bank of America, N.A. and Goldman Sachs Credit Partners L.P. to provide Textron with a senior unsecured, revolving-credit facility in an aggregate principal amount of $750 million. The facility is expected to terminate by September 30, 2008 and otherwise be on substantially the same terms as the 5-Year Facility (summarized below). The commitments of Citibank, N.A., Bank of America, N.A. and Goldman Sachs Credit Partners L.P. are subject to customary terms and conditions, including negotiation and execution of definitive loan documentation.

A copy of the commitment letter has been filed as an exhibit to the Schedule TO. Reference is made to such exhibit for a more complete description of the terms and conditions of the commitment, and such exhibit is incorporated herein by reference.

Textron expects that approximately $350 million of the commercial paper and any indebtedness incurred under the Interim Facility or the 5-Year Facility in connection with the Offer, Merger or other

transactions contemplated by the Merger Agreement would be repaid through a public issuance of five to ten year notes to be effected sometime prior to December 31, 2007 and the balance will be repaid with cash from the ongoing operations of Textron.

Structure of the 5-Year Facility

The 5-Year Facility was entered into as of March 28, 2005 with JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, and other lenders and provides Textron as well as certain wholly owned subsidiaries of Textron with an unsecured revolving credit facility of up to $1.25 billion.

Interest is payable at the borrower’s election at rates that are based on the LIBOR plus an applicable margin that can range from 0.13% to 0.525% depending on Textron’s long term debt ratings as determined by Standard & Poor’s Ratings Services (“S&P”), Moody’s Investor Service, Inc. (“Moody’s”) and Fitch Ratings Ltd. (“Fitch”), subject to additional utilization fees on LIBOR borrowings ranging from .025% to .125% if the aggregate amount outstanding exceeds 50% of the banks’ total commitment under the 5-Year Facility. Based on Textron’s current S&P, Moody’s and Fitch ratings (A-, A3 and A-, respectively) the interest rate with respect to LIBOR would be LIBOR plus 0.19% (or 0.24% including the utilization fee). Alternatively, for borrowings denominated in U.S. Dollars, Textron may opt to pay interest under the 5-Year Facility at a rate per annum equal to the higher of (i) the administrative agent’s floating prime lending rate or (ii) the federal funds rate plus 0.50%. The 5-Year Facility also permits Textron to request the administrative agent to solicit competitive bids for borrowings from the lenders at a margin over LIBOR or at an absolute rate.

In addition to the utilization fee, Textron is required to pay quarterly facility fees and customary fees to the administrative agent.

Textron’s obligations under the 5-Year Facility are unsecured. Textron has unconditionally guaranteed the obligations of each of its subsidiary borrowers under the 5-Year Facility. The 5-Year Facility contains customary representations and warranties, conditions precedent, covenants, events of default, indemnities and other provisions. The 5-Year Facility is scheduled to terminate on April 20, 2012.

A copy of the 5-Year Facility and the amendments to the 5-Year Facility have been filed as exhibits to the Schedule TO. Reference is made to such exhibits for a more complete description of the terms and conditions of the 5-Year Facility and such exhibits are incorporated herein by reference.

Textron Financing Prior to the Effective Date

Textron and UIC have agreed pursuant to the Merger Agreement, that if Textron makes a Cash Election Request, Textron shall lend or cause to be lent to UIC funds sufficient to pay the Conversion Obligation (as defined in the Indenture) that becomes due and payable under the Indenture in connection with surrender of Notes for conversion by the holders thereof after the first acceptance of Shares pursuant to the Offer, such loan to be made at an interest rate equal to or less than the interest rate payable under, and on terms substantially comparable to the terms of, the Amended and Restated Revolving Credit Agreement dated as of May 31, 2007, by and among UIC, AAI Corporation, SunTrust Bank, as administrative agent, and the lenders and other financial institutions party thereto (filed as Exhibit 10.1 to UIC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2005).

13. Conditions of the Offer

Notwithstanding any other provision of the Offer, but subject to compliance with the terms of the Offer under the Merger Agreement, Purchaser (i) shall not be required to accept for payment or pay for any tendered Shares, (ii) may delay the acceptance for payment of, or the payment for, any tendered

Shares, and (iii) may terminate or amend the Offer as to Shares not then paid for, in the event that (x) at the scheduled expiration of the Offer (as it may be extended pursuant to the Merger Agreement): (A) the Minimum Condition shall not have been satisfied; (B) the HSR Condition shall not have been satisfied; or (C) approval pursuant to the German Act Against Restraints to Competition and the Austrian Cartel Act 2005 shall not have been obtained; or (y) immediately prior to acceptance of Shares for payment in the Offer any of the following conditions exists:

(a) any pending or overtly threatened action, proceeding or counterclaim by any governmental entity (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some or all of the Shares by Textron or Purchaser or the consummation of the Offer or the Merger, (ii) seeking to obtain material damages in connection with the Offer or the Merger, (iii) seeking to restrain, prohibit or limit Textron’s, UIC’s or any of the their respective material affiliates’ ownership or operation of all or any material portion of the business or assets of Textron, UIC or any such material affiliate, or to compel Textron, UIC or any of their respective material affiliates to dispose of, license or hold separate all or any material portion of the business or assets of Textron, UIC or any such material affiliate, or (iv) seeking to impose material limitations on the ability of Textron, Purchaser or any of Textron’s other affiliates effectively to acquire, hold or exercise full rights of ownership of any Shares or any shares of common stock of the surviving corporation, including the right to vote the Shares or the shares of common stock of the surviving corporation acquired or owned by Textron, Purchaser or any of Textron’s other affiliates on all matters properly presented to UIC’s stockholders; or

(b) any Law enacted, entered, enforced, issued or in effect that is reasonably likely to result in any of the consequences referred to in clauses (i) through (iv) of paragraph (a) above; or

(c) (i) the representations and warranties of UIC contained in the Merger Agreement (without regard to materiality or Material Adverse Effect qualifiers contained therein), other than representations and warranties in (1) Section 4.5 of the Merger Agreement (UIC’s capital stock), (2) Section 4.6(a) of the Merger Agreement (UIC’s filings with the Commission), (3) Section 4.6(b) of the Merger Agreement (UIC’s financial statements), (4) Section 4.6(d) of the Merger Agreement (UIC’s internal controls), (5) Section 4.6(f) of the Merger Agreement (deficiencies or weaknesses in UIC’s internal controls or fraud), (6) Section 4.7(i) of the Merger Agreement (absence of any Material Adverse Effect), (7) Section 4.14(j) of the Merger Agreement (UIC compensation committee actions for purposes of Rule 14d-10(d) under the Exchange Act) and (8) Section 4.21(c) of the Merger Agreement (information supplied by UIC for documents sent to UIC stockholders) shall not be true and correct in all respects, as of the date of the Merger Agreement or at any time prior to the consummation of the Offer as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which shall be true and correct in all respects as of such specified date), except where the failure to be so true and correct has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii) any of the representations and warranties in (1) Section 4.5 of the Merger Agreement (UIC’s capital stock), (2) Section 4.6(a) of the Merger Agreement (UIC’s filings with the Commission), (3) Section 4.6(b) of the Merger Agreement (UIC’s financial statements), (4) Section 4.6(d) of the Merger Agreement (UIC’s internal controls), (5) Section 4.6(f) of the Merger Agreement (deficiencies or weaknesses in UIC’s internal controls or fraud), (6) Section 4.7(i) of the Merger Agreement (absence of any Material Adverse Effect), (7) Section 4.14(j) of the Merger Agreement (UIC compensation committee actions for purposes of Rule 14d-10(d) under the Exchange Act) or (8) Section 4.21(c) of the Merger Agreement (information supplied by UIC for documents sent to UIC stockholders) shall not be true and correct in all respects as of the date of the Merger Agreement and at all times prior to the consummation of the Offer as if made at and as of such time; or

(d) (i) UIC shall have failed to perform or comply in any respect with (1) Section 7.4 of the Merger Agreement (UIC compensation committee actions for purposes of Rule 14d-10(d) under the Exchange

Act) or (2) Section 7.5 of the Merger Agreement (restrictions on UIC’s solicitation of Acquisition Proposals), or (ii) UIC shall have failed to perform or comply in any material respect with any other of its agreements, obligations or covenants under the Merger Agreement and such failure to perform or comply with such other agreements, obligations or covenants shall not have been cured to the good faith satisfaction of Textron; or

(e) any event, change, development or occurrence shall have occurred following the date of the Merger Agreement that, either individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; or

(f) the Merger Agreement shall have been terminated in accordance with its terms.

The Merger Agreement provides that the foregoing conditions are for the sole benefit of Textron and Purchaser and, subject to the terms and conditions of the Merger Agreement, may be waived by Textron or Purchaser, in whole or in part at any time and from time to time in the sole discretion of Textron or Purchaser. The failure by Textron or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

14. Dividends and Distributions

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, UIC shall not, and shall not permit any of its subsidiaries to, without the prior consent of Textron, declare, set aside or pay any dividends or make any other distribution (whether in cash, stock, property or otherwise) with respect to any of its capital stock (other than dividends or distributions by a direct or indirect wholly owned subsidiary of UIC to UIC). See Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents—The Merger Agreement—Covenants.”

15. Certain Legal Matters

General. Except as otherwise set forth in this Offer to Purchase, based on Textron’s and Purchaser’s review of publicly available filings by UIC with the Commission and other information regarding UIC, Textron and Purchaser are not aware of any licenses or other regulatory permits which appear to be material to the business of UIC and which might be adversely affected by the acquisition of Shares by Purchaser or Textron pursuant to the Offer or of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of Shares by Purchaser, or Textron pursuant to the Offer. In addition, except as set forth below, Textron and Purchaser are not aware of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for Textron’s and Purchaser’s acquisition or ownership of the Shares. Should any such approval or other action be required, Textron and Purchaser currently expect that such approval or action, except as described below under “State Takeover Laws,” would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to UIC’s or Textron’s business or that certain parts of UIC’s or Textron’s business might not have to be disposed of or held separate. In such an event, we may not be required to purchase any Shares in the Offer. See Section 13—“Conditions of the Offer” and Section 11—“Purpose of the Offer and Plans for UIC; Transaction Documents—The Merger Agreement—Termination.”

U.S. Antitrust Compliance. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain transactions having a value above specified thresholds may not be consummated until specified information and documentary material (“Premerger

Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied.

It is a condition to Purchaser’s obligation to accept for payment and pay for Shares tendered pursuant to the Offer that the waiting period (and any extension thereof) applicable to the purchase of Shares pursuant to the Offer under the HSR Act shall have expired or been terminated. Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15 calendar day waiting period following the filing by Textron, as the ultimate parent entity of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. If within the 15 calendar day waiting period either the FTC or the Antitrust Division were to issue a request for additional documentary material or information (a “Second Request”), the waiting period with respect to the Offer would be extended until ten calendar days following the date of substantial compliance by Textron with that request, unless the FTC or the Antitrust Division terminated the additional waiting period before its expiration. After the expiration of the ten calendar day waiting period, the waiting period could be extended only by court order or with consent of Textron. In practice, complying with a Second Request can take a significant period of time. If the HSR Act waiting period expired or was terminated, completion of the Merger would not require an additional filing under the HSR Act if Purchaser owns more than 50 percent of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expired or was terminated.

The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as Purchaser’s proposed acquisition of UIC. At any time before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of Purchaser, UIC, or any of their respective subsidiaries or affiliates. U.S. state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer or the Merger. See Section 13—“Conditions of the Offer.”

Textron and Purchaser filed their Premerger Notification and Report Form on October 10, 2007.

Foreign Antitrust Laws. It is also a condition to Purchaser’s obligation to accept for payment and pay for Shares tendered pursuant to the Offer that required approvals in respect of the transactions contemplated by the Merger Agreement shall have been obtained under the German Act Against Restraints to Competition and the Austrian Cartel Act 2005. Purchaser and UIC have agreed to make the requisite filings under the German Act Against Restraints to Competition and the Austrian Cartel Act 2005. Purchaser is not aware, and UIC has advised Purchaser that it is not aware, of any other applicable restrictions or requirements under antitrust or other competition laws of jurisdictions other than the United States; Austria and Germany (“Foreign Antitrust Laws”). If any other Foreign Antitrust Laws are applicable to the Offer or the Merger, UIC and Purchaser intend to promptly make any filings required thereunder and, subject to the terms and conditions of the Merger Agreement, take such other actions to enable consummation of the Offer and the Merger. If such approvals are not obtained, Purchaser may not be obligated to consummate the Offer or the Merger. See Section 13—“Conditions of the Offer.”

On October 15, 2007, Textron filed all documents required pursuant to the German Act Against Restraints to Competition. Textron intends to file all documents required pursuant to the Austrian Cartel Act 2005 on or before October 22, 2007.

Stockholder Approval. Pursuant to Section 251 of the DGCL, the adoption of the Merger Agreement by the holders of at least a majority in voting interest of the outstanding capital stock of UIC is required prior to the consummation of the Merger. As described below, such approval is not required if the Merger is consummated pursuant to the short-form merger provisions of the DGCL. According to UIC’s restated certificate of incorporation, the Shares are the only securities of UIC that entitle the holders thereof to voting rights. If following the purchase of Shares by Purchaser pursuant to the Offer, Purchaser and its affiliates own more than a majority of the outstanding Shares, Purchaser will be able to effect the Merger without the affirmative vote of any other stockholder of UIC. Textron has agreed pursuant to the Merger Agreement that all Shares acquired pursuant to the Offer or otherwise owned by Textron or any of its subsidiaries will be voted in favor of adoption of the Merger Agreement.

Short-Form Merger. The DGCL provides that if a parent company owns at least 90 percent of the outstanding shares of each class of stock of a subsidiary entitled to vote on a merger, the parent company can effect a short-form merger with that subsidiary without the action or approval of the other stockholders of the subsidiary. Accordingly, if as a result of the Offer, the top up option or otherwise, Purchaser directly or indirectly owns at least 90 percent of the outstanding Shares, Textron could, and (subject to the satisfaction of waiver of the conditions to its obligations to, effect the Merger contained in the Merger Agreement) is obligated under the Merger Agreement to, effect the Merger without prior notice to, or any action by, any other stockholder of UIC if permitted to do so under the DGCL. Even if Textron and Purchaser do not own 90 percent of the outstanding Shares following consummation of the Offer, Textron and Purchaser could seek to purchase additional Shares in the open market, from UIC or otherwise in order to reach the 90 percent threshold and effect a short-form merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the top-up option, may be greater or less than that paid in the Offer.

State Takeover Laws. A number of states (including Delaware, where UIC is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein.

As a Delaware corporation, UIC is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL would prevent an “interested stockholder” (generally defined in Section 203 of the DGCL as a person beneficially owning 15 percent or more of a corporation’s voting stock) from engaging in a “business combination” (as defined in Section 203 of the DGCL) with a Delaware corporation for three years following the time such person became an interested stockholder unless: (i) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (ii) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares); or (iii) following the transaction in which such person became an interested stockholder, the business combination is (A) approved by the board of directors of the corporation and (B) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3 percent of the outstanding voting stock of the corporation not owned by the interested stockholder.

UIC has represented to Textron and Purchaser in the Merger Agreement that its board of directors has taken all actions so that no restrictions contained in any “moratorium,” “control share acquisition,”

“business combination,” “fair price,” “interested stockholder,” “stockholder protection,” or other similar anti-takeover law or regulation, including Section 203 of the DGCL, will apply to Textron, Purchaser, the execution and delivery of the Merger Agreement, the Offer, the Merger or any other transactions contemplated by the Merger Agreement. Purchaser has not attempted to comply with any other state takeover statutes in connection with the Offer or the Merger. Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement or the transactions contemplated thereby, and nothing in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger or the Merger Agreement, as applicable, Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. In such case, Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 13—“Conditions of the Offer.”

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine for Shares held by such holder.

Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Shares. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the per share price to be paid in the Merger. Moreover, UIC may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Shares is less than the price paid in the Offer and the Merger.

The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law which will be set forth in their entirety in the proxy statement or information statement for the Merger, unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of merger. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law.

“Going Private” Transactions. Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions and may under certain circumstances be applicable to the Merger. However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Neither Textron nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.

16. Fees and Expenses

Each of the Dealer Managers is acting as dealer manager in connection with the Offer and has provided certain financial advisory services to Textron in connection with the proposed acquisition of UIC,

for which services each of the Dealer Managers will receive reasonable and customary compensation. Textron has also agreed to reimburse Merrill Lynch & Co. for certain reasonable expenses in connection with the Offer (including the reasonable fees and disbursements of outside counsel) and to indemnify each Dealer Manager against certain liabilities, including certain liabilities under the U.S. federal securities laws. In the ordinary course of business, each Dealer Manager and their respective successors and affiliates may trade Shares for their own accounts and accounts of customers, and, accordingly, may at any time hold a long or short position in the Shares.

Purchaser has retained the Depositary and the Information Agent in connection with the Offer. Each of the Depositary and the Information Agent will receive customary compensation, reimbursement for out-of-pocket expenses, and indemnification against certain liabilities in connection with the Offer, including liabilities under the federal securities laws. As part of the services included in such retention, the Information Agent may contact holders of Shares by personal interview, mail, electronic mail, telephone, telex, telegraph and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders of Shares.

Except as set forth above, Purchaser will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers.

17. Miscellaneous

Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, Purchaser cannot comply with the state statute, Purchaser will not make the Offer to, nor will Purchaser accept tenders from or on behalf of, the holders of Shares in that state. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, Purchaser will endeavor to make arrangements to have the Offer made on its behalf by the Dealer Managers or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Purchaser and Textron have filed with the Commission the Schedule TO (including exhibits) in accordance with the Exchange Act, furnishing certain additional information with respect to the Offer and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the Commission in the manner set forth in Section 9 under “Available Information.”

No person has been authorized to give any information or make any representation on behalf of Textron or Purchaser not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. Neither delivery of this Offer to Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of Textron, Purchaser, UIC or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

	Marco Acquisition Sub Inc.
October 16, 2007

SCHEDULE A

INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND
THE EXECUTIVE OFFICERS OF TEXTRON AND PURCHASER

TEXTRON

Set forth below are the name, business address and current principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Textron. Except as otherwise noted, positions specified are positions with Textron. Unless otherwise indicated, the business address of each person is c/o Textron Inc., 40 Westminster Street, Providence, RI 02903.

Name	Business Address	Principal Occupation or Employment	Citizenship
Board of Directors
Lewis B. Campbell		Chairman, President and Chief Executive Officer of Textron Inc.; prior to joining Textron in 1992, Vice President of General Motors Corporation and General Manager of its GMC Truck Division; Currently, Director of Bristol-Myers Squibb Co. and Dow Jones & Company	USA
H. Jesse Arnelle	400 Urbano Drive San Francisco, CA 94127	Senior partner in the law firm of Arnelle & Hastie, San Francisco, which later became Arnelle, Hastie, McGee, Willis & Greene from 1985 to 1996; Following his retirement from Arnelle & Hastie, Of Counsel to the North Carolina law firm of Womble, Carlyle, Sandridge & Rice until December 2005; Currently, Director of URS Corporation and Metropolitan Life Series Fund	USA
Kathleen M. Bader	5007 Nurmi Dr. Midland, MI 48640	Chairman, President and Chief Executive Officer of NatureWorks LLC from February 2005 to January 2006; prior thereto, Chairman, President and Chief Executive Officer of Cargill Dow LLC 2004 to 2006; Joined Dow in 1973 and held various management positions before becoming a Business President, Zurich Switzerland in 2000. Currently, director of Halliburton and Habitat, member of the Homeland Security Advisory Council	USA
R. Kerry Clark	7000 Cardinal Place Dublin, OH 43017	President and Chief Executive Officer and Director of Cardinal Health, Inc. since April 2006; prior thereto, Vice Chairman of the Board, P&G Family Health and a Director of The Procter and Gamble Company from 2004 to April 2006; Joined Procter and Gamble in 1974 and served in various key executive positions before becoming Vice Chairman of the Board in 2004	Canada

A-1

Ivor J. Evans	8 Catboat Hilton Head, SC 29928	Vice Chairman of Union Pacific Corporation from January 2004 to March 2005; Joined Union Pacific in 1998 as President and Chief Operating Officer of the Union Pacific Railroad, and became Vice Chairman in January 2004; Currently, Director of Cooper Industries, Arvin Meritor, Inc., Spirit Aero Systems; and an Operating Partner of Thayer Capital Partners and Chairman of Suntron, a portfolio company	USA
Lawrence K. Fish	171 Heath Street Chestnut Hill, MA 02467	Chairman, Citizens Financial Group, Inc. since 1992 and Chairman, RBS America since 2007. Currently, Director of The Royal Bank of Scotland Group, Member of the Board of Trustees of the Brookings Institution	USA
Joe T. Ford	2828 Hood Street Dallas, TX 75219	Chairman of the Board of ALLTEL Corporation since 1991; Currently, director of EnPro Industries, Inc.	USA
Paul E. Gagné	13 Senneville Road Senneville, Quebec, H9X1B4	Chairman of the Wajax Income Fund, a Canadian distributor and service support provider of mobile equipment, industrial components and power systems, since May 2005; Consultant in corporate strategic planning for Kruger Inc. from 1998 to December 2002; President and Chief Executive Officer of Avenor Inc., a Canadian forest products company from 1991 to November 1997; Currently, Director of CAE Inc., Fraser Papers Inc. and Inmet Mining Corporation	Canada
Dain M. Hancock	8881 Random Road Fort Worth, TX 76179	Executive Vice President of Lockheed Martin Corporation and President of Lockheed Martin's Aeronautics Company from 2000 to 2005; Currently, Consultant of Lockheed Martin Aeronautics	USA
Lord Powell of Bayswater KCMG	24 Queen Anne's Gate London SWIH 9AA, UK	Private Secretary and advisor on foreign affairs and defence to British Prime Ministers Lady Margaret Thatcher and John Major from 1983 to 1991; Currently, Chairman of Safinvest Limited, Chairman of Magna Holdings Ltd., Chairman of LVMH (UK), Director of Louis-Vuitton Moet Hennessy (LVMH), Caterpillar Inc., Mandarin Oriental Hotel Group, Yell Group, Northern Trust Global Services, Matheson and Co., and Schindler Corporation	UK
Thomas B. Wheeler	736 Kingstown Drive Naples, FL 34102	Chairman from 1996 to 2000 and Chief Executive Officer from 1996 to 1999 of Massachusetts Mutual Life Insurance Company, presently known as MassMutual Financial Group; Currently, Director of Genworth Financial	USA
James L. Ziemer	S67 W24275 Skyline Avenue Waukesha, WI 53189	President and Chief Executive Officer of Harley-Davidson, Inc. since April 2005; prior thereto, Vice President and Chief Financial Officer of Harley-Davidson from December 1990 to April 2005 and President of The Harley-Davidson Foundation, Inc. from 1993 to 2006	USA

A-2

Executive Officers
Lewis B. Campbell	Chairman, President and Chief Executive Officer of Textron Inc.; prior to joining Textron in 1992, Vice President of General Motors Corporation and General Manager of its GMC Truck Division; Currently, Director of Bristol-Myers Squibb Co. and Dow Jones & Company	USA
Kenneth C. Bohlen	Executive Vice President and Chief Innovation Officer of Textron Inc.; Mr. Bohlen joined Textron in November 1999 as Senior Vice President and Chief Information Officer and became Executive Vice President and Chief Innovation Officer in April 2000	USA
John D. Butler	Executive Vice President Administration and Chief Human Resources Officer of Textron Inc.; Mr. Butler joined Textron in July 1997 as Executive Vice President and Chief Human Resources Officer and became Executive Vice President Administration and Chief Human Resources Officer in January 1999	USA
Ted R. French	Executive Vice President and Chief Financial Officer of Textron Inc.; Mr. French joined Textron in December 2000 as Executive Vice President and Chief Financial Officer of Textron Inc. and assumed the additional position of Chairman and Chief Executive Officer of Textron Financial Corporation in January 2004	USA
Mary L. Howell	Executive Vice President Government, Strategy Development and International, Communications and Investor Relations of Textron Inc.; Ms. Howell has been Executive Vice President Government, Strategy Development and International, Communications and Investor Relations since October 2000 and serves on Textron’s International Advisory Council. Ms. Howell joined Textron in 1980 and became an Executive Vice President in August 1995	USA
Terrence O'Donnell	Executive Vice President and General Counsel of Textron Inc.; Mr. O'Donnell joined Textron as Executive Vice President and General Counsel in March 2000. Mr. O'Donnell is a Senior Partner in the Washington, D.C.-based law firm of Williams & Connolly, which he first joined in 1977. From 1989 to 1992, he served as General Counsel of the U.S. Department of Defense	USA

A-3

PURCHASER

Set forth below are the name, business address and current principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Purchaser. Unless otherwise indicated, the business address of each person is c/o Textron Inc., 40 Westminster Street, Providence, RI 02903.

Name	Principal Occupation or Employment	Citizenship
John R. Curran	Director and President of Purchaser; Vice President—Mergers & Acquisitions, Textron Inc. since 2000	USA
Arnold M. Friedman	Director and Vice President of Purchaser; Vice President and Deputy General Counsel, Textron Inc. since 1984	USA
Ann T. Willaman	Director, Vice President and Secretary of Purchaser; Executive Legal Department Administrator and Assistant Secretary, Textron Inc.; prior thereto Senior Legal Department Administrator and Assistant Secretary, Textron Inc. (2002-2007)	USA
Myrna L. Gagnon	Vice President of Purchaser, Executive Director—Mergers & Acquisitions, Textron Inc. since 2000	USA
Mary F. Lovejoy	Vice President and Treasurer of Purchaser, Vice President and Treasurer, Textron Inc. since 2000	USA
Norman B. Richter	Vice President—Taxes of Purchaser; Vice President—Taxes, Textron Inc. since 2000	USA

A-4

Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent by each stockholder of UIC or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:

The Depositary for the Offer is:

*By Mail or Overnight Courier:*	*By Hand:*
American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219	American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane New York, NY 10038

Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D. F. KING & CO., INC.

48 Wall Street
New York, NY 10005

Banks and Brokers Call: (212) 269-5550

All others call Toll Free: (800) 967-7921

The Dealer Managers for the Offer are:


Merrill Lynch & Co. Four World Financial Center New York, New York 10080 Call Toll Free: (877) 653-2948		Rothschild Inc. 1251 Avenue of the Americas New York, New York 10020 Call Toll Free: (800) 753-5151 (Ext. 3611)

EX-99.(A)(1)(B) 3 a07-26196_4ex99da1b.htm EX-99.(A)(1)(B)

EXHIBIT (a)(1)(B)

Letter of Transmittal
To Tender Shares of Common Stock
of

UNITED INDUSTRIAL CORPORATION

at
$81.00 Net Per Share
Pursuant to the Offer to Purchase dated October 16, 2007
by
Marco Acquisition Sub Inc.
an indirect wholly owned subsidiary of
Textron Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 13, 2007, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer Is:
American Stock Transfer & Trust Company

*By Mail or Overnight Courier:*		*By Hand:*
American Stock Transfer & Trust Company		American Stock Transfer & Trust Company
Operations Center		Attn: Reorganization Department
Attn: Reorganization Department		59 Maiden Lane
6201 15th Avenue		New York, NY 10038
Brooklyn, NY 11219
By Facsimile Transmission:
(for Eligible Institutions only)
(718) 234-5001
Confirm Facsimile Transmission
By Telephone Only
(877) 248-6417 or (718) 921-8317

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

DESCRIPTION OF SHARES TENDERED

Shares Tendered

(Attach additional list if necessary)

Total Number

Name(s) and Address(es) of Registered Owner(s)

Shares

of Shares

(If blank, please fill in exactly as

Certificate

Represented By

Number of Shares

name(s) appear(s) on share certificate(s))

Number(s)*

Shares Certificate (s) *

Tendered**

Total Shares

* Need not be completed by book-entry stockholders.

** Unless otherwise indicated, it will be assumed that all shares of common stock, par value $1.00 per share, of United Industrial Corporation represented by certificates described above are being tendered hereby. See Instruction 4.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE EITHER THE SUBSTITUTE FORM W-9 ACCOMPANYING THIS LETTER OF TRANSMITTAL OR AN APPLICABLE IRS FORM W-8. SEE INSTRUCTION 9 BELOW.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, D.F. KING & CO., INC., AT (800) 967-7921.

You have received this Letter of Transmittal in connection with the offer of Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), to purchase all outstanding shares of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share as defined below, net to the tendering stockholder in cash, without interest thereon and subject to reduction for any applicable withholding taxes, as described in the Offer to Purchase, dated October 16, 2007.

You should use this Letter of Transmittal to deliver to the Depositary shares of common stock, par value $1.00 per share, of UIC (“Shares”) represented by stock certificates for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you may use this Letter of Transmittal or you may use an Agent’s Message (as defined in Instruction 2 below). In this document, stockholders who deliver certificates representing their Shares are referred to as “Certificate Stockholders.” Stockholders who deliver their Shares through book-entry transfer are referred to as “Book-Entry Stockholders.”

If certificates for your Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), or you cannot comply with the book-entry transfer procedures on a timely basis, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to DTC will not constitute delivery to the Depositary.

o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

	Name of Tendering Institution:
	DTC Participant Number:
	Transaction Code Number:

o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.

	Name(s) of Registered Owner(s):
	Date of Execution of Notice of Guaranteed Delivery:
	Name of Institution which Guaranteed Delivery:
	If delivery is by book-entry transfer:
	Name of Tendering Institution:
	DTC Participant Number:
	Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), the above-described shares of common stock, par value $1.00 per share (“Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), pursuant to the Offer to Purchase, dated October 16, 2007 (the “Offer to Purchase”), at a price of $81.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The undersigned understands that Purchaser reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to purchase the Shares tendered herewith.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after October 16, 2007 (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints the American Stock Transfer & Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to the fullest extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of UIC, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of Purchaser will, with respect to the Shares and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of UIC’s stockholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are

accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares or the Share Certificate(s) have been endorsed to the undersigned in blank or the undersigned is a participant in DTC whose name appears on a security position listing participant as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary. It is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other documents shall pass only after the Depositary has actually received the Shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined below)).

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

Issue: o Check and/or o Share Certificates to:

Name:
(Please Print)
Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number) (See “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” included in this Letter of Transmittal)
o Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.

Deliver: o Check and/or o Share Certificates to:

Name:
(Please Print)
Address:

(Include Zip Code)

IMPORTANT—SIGN HERE

(Signature(s) of Stockholder(s))

Dated:

, 2007

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Name(s):

(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or

Social Security No.:

GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)

Name of Firm:

Address:

(Include Zip Code)

Authorized Signature:

Name:

(Please Type or Print)

Daytime Area Code and Telephone Number:

Dated:

, 2007

Place medallion guarantee in space below:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in DTC whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by stockholders either if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. For any Eligible Institution, a manually executed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, unless an Agent’s Message in the case of a book-entry transfer is utilized, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Please do not send your Share Certificates directly to Purchaser, Textron or UIC.

Stockholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary on or prior to the Expiration Date or who cannot comply with the procedures for book-entry transfer on a timely basis, may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary prior to the Expiration Date, and (c) Share Certificates representing all tendered Shares, in proper form for transfer (or a Book Entry Confirmation with respect to such Shares), as well as a Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (unless, in the case of a book-entry transfer, an Agent’s Message is utilized), and all other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery.

A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to validity, form and eligibility of the surrender of any Share Certificate hereunder will be determined by Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding. Purchaser reserves the right to waive any irregularities or defects in the surrender of any Shares or Share Certificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. Purchaser and the Depositary shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered” in the box titled “Description of Shares Tendered.” In such cases, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser will pay any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such certificates are to be mailed to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser’s expense.

9. Backup Withholding. Under U.S. federal income tax law, a UIC stockholder whose deposited Shares are accepted for payment pursuant to the Offer may be subject to backup withholding tax (currently imposed at a rate of 28%) on the gross proceeds of any payment received hereunder. Backup withholding tax is not an additional tax. A UIC stockholder subject to the backup withholding tax rules will be allowed a credit of the amount withheld against such stockholder’s U.S. federal income tax liability and, if backup withholding tax results in an overpayment of U.S. federal income tax, such stockholder may be entitled to a refund, provided that the requisite information is correctly furnished to the Internal Revenue Service in a timely manner.

U.S. Stockholders

To prevent backup withholding tax with respect to payments made to a U.S. stockholder pursuant to the Offer, the U.S. stockholder is required to timely notify the Depositary of the U.S. stockholder’s taxpayer identification number (“TIN”) by completing the enclosed Substitute Form W-9, certifying that the TIN provided on that form is correct (or that such U.S. stockholder is awaiting receipt of a TIN), and that (i) the U.S. stockholder has not been notified by the Internal Revenue Service that the U.S. stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) after being so notified, the Internal Revenue Service has notified the U.S. stockholder that the U.S. stockholder is no longer subject to backup withholding.

If the Depositary is not timely provided with the correct TIN, such U.S. stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such U.S. stockholder pursuant to the Offer may be subject to backup withholding. Each U.S. stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the registered holder of the Shares. If the Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which TIN to report. A U.S. stockholder who does not have a TIN may write “Applied For” in Part 1 of the Substitute Form W-9 if such U.S. stockholder has applied for a TIN or intends to apply for a TIN in the near future. If the U.S. stockholder writes “Applied For” in Part 1 of the Substitute Form W-9, (i) the U.S. stockholder must also complete the “Certificate of Awaiting Taxpayer Identification Number” below in order to avoid backup withholding on payments made pursuant to the Offer and (ii) payments made will be subject to backup withholding unless the U.S. stockholder has furnished the Depositary with his or her TIN by the time payment is made. A U.S. stockholder who writes “Applied For” in Part 1 of the Substitute Form W-9 in lieu of furnishing a TIN should furnish the Depositary with the U.S. stockholder’s TIN as soon as it is received.

Certain U.S. stockholders (including, among others, all corporations) are not subject to the backup withholding requirements described in this Instruction 9. To avoid possible erroneous backup withholding, a U.S. stockholder that is exempt from backup withholding should complete the Substitute Form W-9 by providing its correct TIN, signing and dating the form, and checking the “Exempt” box in Part 2 of the form.

Non-U.S. Stockholders

A stockholder who is not a resident or citizen of the U.S. for U.S. federal income tax purposes should submit to the Depositary the appropriate Internal Revenue Service Form W-8. Generally, a foreign individual or a foreign corporation that is not a pass-through entity for U.S. federal income tax purposes and is not engaged in a trade or business within the U.S. would provide a Form W-8BEN. A foreign entity that is a pass-through entity for U.S. federal income tax purposes and is not engaged in a trade or business within the U.S. would generally provide a Form W-8BEN and/or a Form W-8IMY (which may require additional Forms W-8BEN for each of its beneficial owners), depending on its particular circumstances. A foreign individual or a foreign entity that is engaged in a trade or business within the U.S. may be required to provide a Form W-8ECI. Such Internal Revenue Service Forms W-8 will be provided to you by the Depositary upon request.

All UIC stockholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and information reporting requirements and to determine which form should be used to avoid backup withholding.

10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify UIC’s stock transfer agent, the American Stock Transfer & Trust Company, at 1-877-248-6417 (toll free). The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

11. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations of the Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR, WITH RESPECT TO ELIGIBLE INSTITUTIONS, A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.

TO BE COMPLETED BY U.S. STOCKHOLDERS
(See “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” below)

SUBSTITUTE	Please fill out your name and address below:
Form W-9
Department of the	Name:
Treasury
Internal Revenue	Address
Service	(Number and street):


	City, State and Zip Code:


Payer’s Request for	Part 1—PLEASE PROVIDE YOUR TIN
Taxpayer Identification	IN THE BOX AT RIGHT AND CERTIFY			Social Security Number
Number (TIN)	BY SIGNING AND DATING BELOW			OR

				Employer Identification Number
	Part 2—
	Awaiting TIN	o

	Exempt	o

CERTIFICATION—UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. If you are exempt from backup withholding, check the “Exempt” box in Part 2.

SIGNATURE			DATE

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28 PERCENT OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

U.S. STOCKHOLDERS MUST COMPLETE THE FOLLOWING CERTIFICATE IF THEY CHECKED
THE “AWAITING TIN” BOX IN PART 2 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payer by the time of payment, 28% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding.


Signature		Date

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-000-000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give the NAME and SOCIAL SECURITY or EMPLOYER IDENTIFICATION number of—	For this type of account:	Give the NAME and EMPLOYER IDENTIFICATION number of—
1. Individual	The individual	6. A valid trust, estate, or pension trust	The legal entity(4)
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	7. Corporate or LLC electing corporate status on Form 8832	The corporation
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8. Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
4. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9. Partnership or multi-member LLC	The partnership
b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10. A broker or registered nominee	The broker or nominee
5. Sole proprietorship or disregarded entity	The owner(3)	11. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) Show the name of the owner. Use either SSN or EIN.

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN MORE THAN ONE NAME IS LISTED, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 (PAGE 2)

How to Get a TIN

To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses. Use Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Form SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

If you do not have a TIN, write “Applied For” in Part 1, check the “Awaiting TIN” box in Part 2, sign and date the form in the two spaces indicated, and return it to the payer. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN.

Note: Writing “Applied For” on the form means that you have already applied for a TIN or that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and return it to the payer.

Payees Exempt from Backup Withholding

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations generally are exempt from backup withholding.

Note: If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are exempt, enter your correct TIN in Part 1, check the “Exempt” box in Part 2, and sign and date the form.

Exempt Payees.

Backup withholding is not required on any payments made to the following payees:

(1) An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(4) A foreign government or any of its political subdivisions, agencies, or instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

(6) A corporation.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE “EXEMPT” BOX IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

The Depositary for the Offer is:

*By Mail or Overnight Courier:*		*By Hand:*
American Stock Transfer & Trust Company		American Stock Transfer & Trust Company
Operations Center		Attn: Reorganization Department
Attn: Reorganization Department		59 Maiden Lane
6201 15th Avenue		New York, NY 10038
Brooklyn, NY 11219
By Facsimile Transmission:
(for Eligible Institutions only)
(718) 234-5001
Confirm Facsimile Transmission
By Telephone Only
(877) 248-6417 or (718) 921-8317

The Information Agent for the Offer is:

D. F. KING & CO., INC.

48 Wall Street
New York, NY 10005

Banks and Brokers Call: (212) 269-5550
All other call Toll Free: (800) 967-7921

The Dealer Managers for the Offer are:


Merrill Lynch & Co.		Rothschild Inc.
Four World Financial Center		1251 Avenue of the Americas
New York, New York 10080		New York, New York 10020
Call Toll Free: (877) 653-2948		Call Toll Free: (800) 753-5151 (Ext. 3611)

EX-99.(A)(1)(C) 4 a07-26196_4ex99da1c.htm EX-99.(A)(1)(C)

EXHIBIT (a)(1)(C)

Notice of Guaranteed Delivery
for
Tender of Shares
of Common Stock
of
UNITED INDUSTRIAL CORPORATION
at
$81.00 Net Per Share
by
Marco Acquisition Sub Inc.
an indirect wholly owned subsidiary of
Textron Inc.

Do not use for signature guarantees

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 13, 2007, UNLESS THE OFFER IS EXTENDED.

This form of notice of guaranteed delivery, or a form substantially equivalent to this form, must be used to accept the offer of Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), to purchase all outstanding shares of common stock, par value $1.00 per share (“Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, as described in the Offer to Purchase dated October 16, 2007 and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), if certificates for Shares and all other required documents cannot be delivered to the American Stock Transfer & Trust Company (the “Depositary”) on or prior to the Expiration Date (as defined below), if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date.

The term “Expiration Date” has the meaning set forth in Section 1 of the Offer to Purchase. Such form may be delivered by hand or transmitted via facsimile or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined below). See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

*By Mail or Overnight Courier:*		*By Hand:*
American Stock Transfer & Trust Company		American Stock Transfer & Trust Company
Operations Center		Attn: Reorganization Department
Attn: Reorganization Department		59 Maiden Lane
6201 15th Avenue		New York, NY 10038
Brooklyn, NY 11219

By Facsimile Transmission:

(for Eligible Institutions only)

(718) 234-5001

Confirm Facsimile Transmission

By Telephone Only

(877) 248-6417 or (718) 921-8317

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

The guarantee on the back cover page must be completed.

Ladies and Gentlemen:

The undersigned hereby tenders to Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 16, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares Tendered:		Name(s) of Record Owner(s):
Share Certificate Numbers (if available):


		(Please Type or Print)
o Check here and complete the information below		Address(es):
if Shares will be tendered by book entry transfer.
Name of Tendering Institution:
		(Including Zip Code)
DTC Participant Number:		Area Code and Telephone Number:
Transaction Code Number:
Date:	, 2007	Signature(s):

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Incorporated, including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”), hereby guarantees that either the certificates representing the Shares tendered hereby, in proper form for transfer, or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal, will be received by the Depositary at one of its addresses set forth above within three (3) New York Stock Exchange trading days after the date of execution hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal, Share Certificates and/or any other required documents to the Depositary within the time period shown above. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:
Address:
(Including Zip Code)
Area Code and Telephone Number:
Authorized Signature:
Name:
(Please Type or Print)
Title:
Dated:								, 2007

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.

EX-99.(A)(1)(D) 5 a07-26196_4ex99da1d.htm EX-99.(A)(1)(D)

EXHIBIT (a)(1)(D)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
UNITED INDUSTRIAL CORPORATION
at
$81.00 Net Per Share
by
Marco Acquisition Sub Inc.
an indirect wholly owned subsidiary of
Textron Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 13, 2007, UNLESS THE OFFER IS EXTENDED.

October 16, 2007

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We have been engaged by Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), to act as dealer managers (“Dealer Managers”) in connection with Purchaser’s offer to purchase all outstanding shares of common stock (“UIC Common Stock”), par value $1.00 per share (“Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 16, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer is not subject to any financing condition. The Offer is conditioned upon, among others things, that (a) there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended) and not withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Textron, represents a majority of all fully diluted shares of UIC Common Stock which means the number at Shares outstanding, together with all shares of UIC Common Stock which UIC would be required to issue pursuant to outstanding options or other securities convertible into or exchangeable for UIC Common Stock, (b) the waiting period (and any extension thereof) applicable to the transactions contemplated by the Merger Agreement (including the Offer and the Merger (as defined below)) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (c) approval pursuant to the Act Against Restraints to Competition and the Austrian Cartel Act 2005 shall have been obtained and (d) subject to certain exceptions, no event, change, development or occurrence shall have occurred after October 7, 2007 that has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of UIC and its subsidiaries taken as a whole. The Offer is also subject to certain other terms and conditions. See Section 13 of the Offer to Purchase. The initial offering period of the Offer will expire at the Expiration Date (as defined in Section 1 of the Offer to Purchase). Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and at any time after December 15, 2007 unless theretofore accepted for payment as provided in the Offer to Purchase.

Enclosed herewith are the following documents:

1. Offer to Purchase, dated October 16, 2007;

2. Letter of Transmittal to be used by stockholders of UIC in accepting the Offer and tendering Shares;

3. Notice of Guaranteed Delivery;

4. Guidelines for Certification of Taxpayer Identification Number on Form W-9;

5. A letter to stockholders of UIC from the President and Chief Executive Officer of UIC, accompanied by UIC’s Solicitation/Recommendation Statement on Schedule 14D-9;

6. A printed letter that may be sent to your clients for whose accounts you hold Shares in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

7. Return envelope addressed to the Depositary (as defined below).

The Offer is being made pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 7, 2007, among Purchaser, UIC and Textron, pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into UIC, with UIC surviving as an indirect wholly owned subsidiary of Textron (the “Merger”) and each issued and outstanding Share (other than Shares held in the treasury of UIC, owned by Textron, Purchaser or any subsidiary of Textron or UIC, or held by stockholders who properly demand and perfect appraisal rights under Delaware law) will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the per Share price paid pursuant to the Offer, without interest and less any required withholding taxes, payable upon the surrender of the certificate formerly representing such Share.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will be deemed to have accepted for payment, and will pay for, all Shares validly tendered and not properly withdrawn by the Expiration Date if and when Purchaser gives oral or written notice to the American Stock Transfer & Trust Company (the “Depositary”) of Purchaser’s acceptance of the tenders of such Shares for payment pursuant to the Offer. Payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares pursuant to the procedures set forth in the Offer to Purchase, (b) a Letter of Transmittal (or, with respect to Eligible Institutions (as defined in the Offer to Purchase), facsimile thereof), properly completed and duly executed, with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, Purchaser cannot comply with the state statute, Purchaser will not make the Offer to, nor will Purchaser accept tenders from or on behalf of, the holders of Shares in that state. In any jurisdiction where the securities, “blue sky” or any other laws require the Offer to be made by a licensed broker or dealer, Purchaser will endeavor to make arrangements to have the Offer made on its behalf by the Dealer Managers or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

In order to tender Shares pursuant to the Offer, a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (in the case of any book-entry transfer), and any other documents required by the Letter of Transmittal, should be sent to and timely received by the Depositary, and either certificates representing the tendered Shares should be delivered or such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfers, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.

Neither Textron nor Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Dealer Managers, the Information Agent and the Depositary as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. The Offer will expire at 12:00 midnight, New York City time, on Tuesday, November 13, 2007, unless the Offer is extended. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and at any time after December 15, 2007 unless theretofore accepted for payment as provided in the Offer to Purchase.

If holders of Shares wish to tender their Shares, but it is impracticable for them to deliver their certificates representing tendered Shares or other required documents or to complete the procedures for delivery by book-entry transfer prior to the Expiration Date, a tender may be effected by following the guaranteed delivery procedures specified in the Offer to Purchase and the Letter of Transmittal.

Questions and requests for assistance or for additional copies of the enclosed materials may be directed to D.F. King & Co., Inc., the information agent for the Offer, at the address and telephone number set forth in the Offer to Purchase. Additional copies of the enclosed materials will be furnished at Purchaser’s expense.

	Very truly yours,
	MERRILL LYNCH & CO. AND ROTHSCHILD INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF TEXTRON, PURCHASER, UIC, THE INFORMATION AGENT, THE DEPOSITARY, THE DEALER MANAGERS OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

EX-99.(A)(1)(E) 6 a07-26196_4ex99da1e.htm EX-99.(A)(1)(E)

EXHIBIT (a)(1)(E)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 13, 2007, UNLESS THE OFFER IS EXTENDED.

To Our Clients:

Enclosed for your information is an Offer to Purchase, dated October 16, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), relating to the offer by Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), to purchase all outstanding shares of common stock (“UIC Common Stock”), par value $1.00 per share (“Shares”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a price of $81.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer. Also enclosed is a letter to stockholders of UIC from the President and Chief Executive Officer of UIC, accompanied by UIC’s Solicitation/Recommendation Statement on Schedule 14D-9.

We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish to tender any or all of the Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer.

Your attention is directed to the following:

1. The offer price is $81.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made pursuant to the Agreement and Plan of Merger dated as of October 7, 2007 (the “Merger Agreement”), among Purchaser, UIC and Textron, pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser has agreed to be merged with and into UIC, with UIC surviving as an indirect wholly owned subsidiary of Textron (the “Merger”), and each issued and outstanding Share (other than Shares held in the treasury of UIC, owned by Textron, Purchaser or any subsidiary of Textron or UIC, or held by stockholders who properly demand and perfect appraisal rights under Delaware law) will, by virtue of the Merger, and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the per Share price paid pursuant to the Offer, without interest and less any required withholding taxes, upon the surrender of the certificate formerly representing such Share.

4. The UIC board of directors has unanimously (other than one recused director) approved the Merger Agreement, the Offer and the Merger and determined that the terms of the Merger Agreement,

the Offer and the Merger are advisable and fair to and in the best interests of UIC and UIC’s stockholders. The UIC board of directors unanimously (other than one recused director) recommends that UIC’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

5. The Offer is not subject to any financing condition. The Offer is conditioned upon, among others things, that (a) there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended) and not withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Textron, represents a majority of all fully diluted shares of UIC Common Stock, which means the number at Shares outstanding, together with all shares at UIC Common Stock which UIC would be required to issue pursuant to outstanding options or other securities convertible or exchangeable for shares of UIC Common Stock, (b) the waiting period (and any extension thereof) applicable to the transactions contemplated by the Merger Agreement (including the Offer and the Merger) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (c) approval pursuant to the Act Against Restraints to Competition and the Austrian Cartel Act 2005 shall have been obtained and (d) subject to certain exceptions, no event, change, development or occurrence shall have occurred after October 7, 2007 that has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of UIC and its subsidiaries taken as a whole. The Offer is also subject to certain other terms and conditions. See Section 13 of the Offer to Purchase.

6. The initial offering period of the Offer will expire at the Expiration Date (as defined in Section 1 of the Offer to Purchase). Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and at any time after December 15, 2007 unless theretofore accepted for payment as provided in the Offer to Purchase.

7. Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the instruction form set forth on the reverse. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form set forth on the reverse.

Payment for Shares will be in all cases made only after such Shares are accepted by Purchaser for payment pursuant to the Offer and the timely receipt by the American Stock Transfer & Trust Company (the “Depositary”), of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares, (b) a Letter of Transmittal (or, with respect to Eligible Institutions (as defined in the Offer to Purchase), facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

EX-99.(A)(1)(I) 7 a07-26196_4ex99da1i.htm EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated October 16, 2007 and the related Letter of Transmittal and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser (as defined below) by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Rothschild Inc., the Dealer Managers, or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
United Industrial Corporation
at
$81.00 Net Per Share
by
Marco Acquisition Sub Inc.
an indirect wholly owned subsidiary of
Textron Inc.

Marco Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Textron Inc., a Delaware corporation (“Textron”), is offering to purchase all outstanding shares (the “Shares”) of common stock, par value $1.00 per share (the “UIC Common Stock”), of United Industrial Corporation, a Delaware corporation (“UIC”), at a purchase price of $81.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 16, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together constitute the “Offer”). Tendering shareholders whose Shares are registered in their names and who tender directly to the American Stock Transfer & Trust Company (the “Depositary”) will not be charged brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. Tendering shareholders whose Shares are registered in the name of their broker, bank or other nominee should consult such nominee to determine if any fees may apply. Following the consummation of the Offer, and subject to the conditions described in the Offer to Purchase, Purchaser intends to effect the Merger described below.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON NOVEMBER 13, 2007, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (i) there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended pursuant to the Merger Agreement (as defined below)) and not withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Textron, represents a majority of all Fully Diluted Shares (which means, as of a particular date, the sum of (a) all Shares outstanding on such date, and (b) all shares of UIC Common Stock into which securities convertible into or exercisable or exchangeable for shares of UIC Common Stock outstanding on such date are convertible, exercisable or exchangeable as of such date or would become convertible, exercisable or exchangeable after such date by reason of any of the transactions contemplated by the Merger Agreement, in each such case assuming UIC would not elect to pay cash to the holders of such securities to settle such conversion, exercise or exchange (other than with respect to any applicable make-whole premium payable to holders of the 3.75% convertible senior notes due 2024 (the “Notes”)) as of immediately prior to the expiration of the Offer (as it may be extended pursuant to the Merger Agreement) (the “Minimum Condition”); (ii) the waiting period (and any extension thereof) applicable to the transactions contemplated by the Merger Agreement (including the Offer and the Merger) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated; (iii) approval pursuant to applicable German and Austrian antitrust and competition laws having been obtained; and (iv) subject to certain exceptions, no event, change, development or occurrence shall have occurred after October 7, 2007 that has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of UIC and its subsidiaries, taken as a whole. The Offer is also subject to certain other terms and conditions. See Section 13 of the Offer to Purchase. There is no financing condition to the Offer.

The purpose of the Offer is for Textron, through Purchaser, to acquire control of, and the entire equity interest in, UIC.

The Offer is being made pursuant to the Agreement and Plan of Merger dated as of October 7, 2007 (the “Merger Agreement”), among Purchaser, Textron and UIC, pursuant to which, after completion of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into UIC, with UIC surviving as an indirect wholly owned subsidiary of Textron (the “Merger”), and each issued and outstanding Share (other than Shares held in the treasury of UIC, owned by Textron, Purchaser or any subsidiary of Textron or UIC, or held by shareholders who properly demand and perfect appraisal rights under Delaware law) will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the per Share price paid pursuant to the Offer, without interest and subject to reduction for any applicable withholding taxes, upon the surrender of the certificate formerly representing such Share. The Merger Agreement is more fully described in Section 11 of the Offer to Purchase.

Simultaneously with the execution of the Merger Agreement, Textron and Purchaser entered into a Tender and Support Agreement dated as of October 7, 2007 (the “Tender and Support Agreement”) with Mr. Warren G. Lichtenstein, UIC’s Chairman, and Mr. Glen M. Kassan, a UIC director, and certain entities controlled by Mr. Lichtenstein (collectively, the “Supporting Stockholders”). As of October 15, 2007, the Supporting Stockholders have represented that they collectively beneficially own approximately 1,935,950 Shares (which represents approximately 20% of the Shares) and options to acquire another 75,000 shares of UIC Common Stock. Pursuant to the Tender and Support Agreement, the Supporting Stockholders agreed to tender all Shares beneficially owned by them (including shares of UIC Common Stock issued pursuant to any exercise of options) pursuant to and in accordance with the terms of the Offer.

If by 12:00 Midnight, New York City time, on November 13, 2007 (or any later time to which Purchaser, subject to the terms of the Merger Agreement, extends the period of time during which the Offer is open) (the “Expiration Date”), any condition to the Offer is not satisfied or waived, and such condition to the Offer could reasonably be expected to be satisfied on or prior to February 7, 2008, subject to certain exceptions, Purchaser has agreed in the Merger Agreement to extend the Expiration Date for an additional period or periods (none of which periods will exceed 20 business days) until all of the conditions are satisfied or waived, provided that the Offer will not be extended beyond February 7, 2008 without the mutual written consent of UIC and Textron. Purchaser may extend the Offer in certain circumstances. Any extension of the Offer will be followed by a public announcement of such extension by no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder’s Shares.

Purchaser reserves the right (but shall not be obligated) to waive any of the conditions to the Offer and to make any change to the terms of or conditions to the Offer, provided that UIC’s consent is required for Purchaser to (i) waive the Minimum Condition, unless (a) there shall be validly tendered prior to the schedule expiration of the Offer (as it may be extended pursuant to the Merger Agreement) and not withdrawn, a number of Shares that together with the Shares then directly or indirectly owned by Textron, represents a majority of the Fully Diluted Shares less the number of shares of UIC Common Stock represented by Notes outstanding on such date (the “Modified Minimum Condition”) and (b) Textron shall have requested that UIC elect to satisfy all or a portion of any Note surrendered for conversion after Textron’s acceptance of Shares pursuant to the Offer in cash; (ii) change the form of consideration to be paid pursuant to the Offer, decrease the Offer Price or the number of Shares sought in the Offer, impose additional conditions to the Offer or otherwise amend or modify the terms of the conditions to the Offer in any manner materially adverse to the holders of Shares; or (iii) extend the Expiration Date, except as required or permitted in the Merger Agreement.

As of October 15, 2007, based on (i) 9,898,102 Shares outstanding, (ii) 3,058,356 shares of UIC Common Stock issuable pursuant to conversion of outstanding Notes and (iii) 1,118,012 shares of UIC Common Stock issuable upon exercise of outstanding options, in each case as represented to us by UIC, the number of Shares required to be tendered pursuant to the Offer to satisfy the Minimum Condition is 7,037,236 and the number of Shares required to be tendered pursuant to the Offer to satisfy the Modified Minimum Condition is 5,508,058.

If at the Expiration Date all of the conditions to the Offer have been satisfied or waived and Purchaser has accepted for payment all Shares tendered in the Offer, Purchaser expressly reserves the right to provide a subsequent offering period following the Expiration Date (a “Subsequent Offering Period”) during which shareholders may tender any Shares not tendered in the Offer. If Purchaser elects to include or extend a Subsequent Offering Period, Purchaser will make a public announcement of such inclusion or extension no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date or the date of termination of the prior Subsequent Offering Period.

In order to take advantage of the Offer, you should either (i) complete and sign the Letter of Transmittal included with the copy of the Offer to Purchase in accordance with the instructions in the Letter of Transmittal, have your signature guaranteed (if required by Instruction 1 to the Letter of Transmittal), mail or deliver (or with respect to Eligible Institutions (as defined in the Letter of Transmittal), fax) the Letter of Transmittal and any other required documents to the Depositary, and either deliver the certificates for your shares along with the Letter of Transmittal to the Depositary or tender your shares pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact such broker, dealer, commercial bank, trust company or other nominee to tender your shares. If you desire to tender shares, and certificates evidencing your shares are not immediately available, or if you cannot comply with the procedures for book-entry transfer described in the Offer to Purchase on a timely basis, or if you cannot deliver all required documents to our Depositary prior to the expiration of our Offer, you may tender your shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase.

For purposes of the Offer, Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if Purchaser gives oral or written notice of Purchaser’s acceptance to the Depositary. Purchaser will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments and transmitting such payments to tendering shareholders. Under no circumstances will Purchaser pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any delay in making such payment.

Except as otherwise provided in the Offer to Purchase, tenders of Shares made in the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date and if we have not by December 15, 2007 accepted your Shares for payment, you can withdraw them at any time after such time unless and until we accept such Shares for payment. For your withdrawal to be effective, a written (or, with respect to Eligible Institutions, a facsimile transmission) notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If Shares have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal must specify the name and number of the account at The Depositary Trust Company (“DTC”) to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. If you tender Shares by giving instructions to a broker or other nominee, you must instruct the broker or other nominee to arrange for the withdrawal of your Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Textron, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Managers, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering shares described in the Offer to Purchase at any time prior to the Expiration Date.

The receipt of cash in exchange for Shares pursuant to the Offer or the Merger generally will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under applicable state, local and other tax laws. All shareholders should consult with their own tax advisors as to the particular tax consequences of the Offer and the Merger.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

UIC has provided to Purchaser its list of shareholders and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase, the related Letter of Transmittal and other related materials are being mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

Questions and requests for assistance and copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer materials may be directed to the Information Agent or either Dealer Manager at their respective addresses and telephone numbers set forth below and will be furnished promptly at Purchaser’s expense. Neither Textron nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than to the Dealer Managers, the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer.

To ensure compliance with Treasury Department regulations, we advise you that, unless otherwise expressly indicated, any federal tax advice contained in this announcement was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.

The Information Agent for the Offer is:

D. F. King & Co., Inc.
48 Wall Street
New York, NY 10005
All others call toll free: (800) 967-7921
Banks and brokers call collect: (212) 269-5550

The Dealer Managers for the Offer are:



Merrill Lynch & Co.		Rothschild Inc.
Four World Financial Center		1251 Avenue of the Americas
New York, New York 10080		New York, New York 10020
Call Toll Free: (877) 653-2948		Call Toll Free: (800) 753-5151 (Ext. 3611)

October 16, 2007

EX-99.(B)(4) 8 a07-26196_4ex99db4.htm EX-99.(B)(4)

Exhibit 99.(b)(4)

		Execution Version

	October 12, 2007

TEXTRON INC.

$750,000,000 Senior Unsecured Credit Facility
Commitment Letter

Textron Inc.

40 Westminster Street

Providence, RI 02903

Attention: Mary F. Lovejoy, Vice President and Treasurer

Ladies and Gentlemen:

You have requested that Citigroup Global Markets Inc. (“CGMI”), Banc of America Securities LLC (“BAS”) and Goldman Sachs Credit Partners L.P. (together with any of its affiliates as may be appropriate to consummate the transactions contemplated herein, “GSCP”, and together with CGMI and BAS, the “Arrangers”) agree to structure and arrange a senior unsecured credit facility in an aggregate amount of $750,000,000 (the “Facility” ) for Textron Inc., a Delaware corporation (the “Company”), that Citigroup (as defined below) commit to provide a portion of the Facility and serve as administrative agent for the Facility, that Bank of America, N.A. (“BANA”) commit to provide a portion of the Facility and serve as syndication agent for the Facility and that GSCP commit to provide a portion of the Facility and serve as documentation agent for the Facility. For purposes of this Commitment letter, “Citigroup” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated herein.

Each Arranger is pleased to advise you that it is willing to act as lead arranger and joint bookrunner for the Facility.

Furthermore, each of Citigroup, BANA and GSCP (the “Lead Lenders” and, together with the Arrangers, the “Lead Lender Parties”) is pleased to advise you of its several commitment to provide $250,000,000 of the Facility upon the terms and subject to the conditions set forth or referred to in this commitment letter (the “Commitment Letter”) and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”); provided that such commitments shall be reduced ratably by an amount equal to 100% of the net cash

proceeds of issuances of any debt securities of the Company from the date hereof until the date of the closing of the Facility.

It is agreed that Citigroup will act as the sole and exclusive administrative agent, that BANA will act as the sole and exclusive syndication agent, that GSCP will act as the sole and exclusive documentation agent, and that CGMI, BAS and GSCP will act as lead arrangers and joint bookrunners for the Facility, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by them in such roles. You agree that, except as provided in the Term Sheet, no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet) will be paid in connection with the Facility unless you and we shall so agree.

We reserve the right to syndicate the Facility to a group of financial institutions (together with Citigroup, BANA and GSCP, the “Lenders”) identified by us in consultation with you. If we elect to do so, you agree actively to assist the Arrangers in completing a syndication satisfactory to them. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships, (b) direct contact between senior management and advisors of the Company and the proposed Lenders and (c) assistance in the preparation of marketing materials to be used in connection with the syndication.

The Arrangers, in consultation with the Company, will manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Arrangers in any such syndication efforts, you agree promptly to prepare and provide to the Arrangers all financial and other information with respect to the Company and its affiliates and the transactions contemplated hereby that they may reasonably request in connection with the arrangement and syndication of the Facility. You hereby represent and covenant that all information (the “Information”) that has been or will be made available to any of us by you or any of your representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. You understand that in arranging and syndicating the Facility we may use and rely on the Information without independent verification thereof.

The Lead Lenders’ respective commitments hereunder and each of the Arrangers’ agreement to perform the services described herein are subject to (a)

there not occurring or becoming known to such Lead Lender or Arranger any material adverse condition or material adverse change in or affecting the business, operations, property or condition (financial or otherwise) of the Company and its subsidiaries, in each case taken as a whole, (b) each of the Lead Lenders and Arrangers not becoming aware after the date hereof of any information or other matter affecting the Company or the transactions contemplated hereby which is inconsistent in a material and adverse manner with any such information or other matter disclosed to such Lead Lender or Arranger prior to the date hereof, (c) there not having occurred a material disruption of or material adverse change in financial, banking or capital market conditions that, in the judgment of such Lender or Arranger, could materially impair the syndication of the Facility, (d) each of the Lead Lenders’ and Arrangers’ satisfaction that prior to and during the syndication of the Facility there shall be no competing offering, placement or arrangement of any bank financing by or on behalf of the Company or any affiliate thereof, (e) the negotiation, execution and delivery on or before November 13, 2007 of definitive documentation with respect to the Facility satisfactory to each of the Lead Lenders and their counsel (such documentation, the “Facility Documentation”) and (f) the other conditions set forth or referred to in the Term Sheet. The terms and conditions of the Lead Lenders’ respective commitments hereunder and of the Facility are not limited to those set forth herein and in the Term Sheet. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of each of the Lead Lenders and the Company.

You agree (a) to indemnify and hold harmless the Lead Lender Parties, their affiliates and their respective officers, directors, partners, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such indemnified person, and (b) to reimburse the Lead Lender Parties and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, syndication expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet and the definitive Facility Documentation) or the amendment, modification or waiver thereof. No indemnified person shall be

liable to you for any indirect or consequential damages in connection with its activities related to the Facility.

You acknowledge that each Lead Lender and its affiliates (the term “Lead Lender” being understood to refer hereinafter in this paragraph to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. No Lead Lender will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you in connection with the performance by it of services for other companies, and no Lead Lender will furnish any such information to other companies. You also acknowledge that no Lead Lender has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies.

This Commitment Letter shall not be assignable by you without the prior written consent of the Lead Lender Parties (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, and the Lead Lender Parties. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (together with the Term Sheet) is the only agreement that has been entered into among us with respect to the Facility and sets forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter or the Term Sheet nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person except (a) to your directors, officers, employees, agents and advisors who are directly involved in the consideration of this matter, (b) as may be compelled in a judicial or administrative or other legal proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof) or (c) with our consent, provided, that the foregoing restrictions shall cease to apply after this

Commitment Letter has been accepted by you. Notwithstanding anything herein to the contrary, the Company (and any employee, representative or other agent of the Company) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no disclosure of any information relating to such tax treatment or tax structure may be made to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.

The reimbursement, indemnification and confidentiality provisions contained herein shall remain in full force and effect regardless of whether the Facility Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder.

Each Lead Lender Party hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “Act” ) it is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow it to identify you in accordance with the Act.

The Company and each Lead Lender Party acknowledge and agree that the structuring, arranging and syndication of the Facility is an arm’s length transaction between the Company, on the one hand, and the Lead Lender Parties, on the other. In connection therewith and with the process leading to such transaction, the Company acknowledges and agrees that each Lead Lender Party is acting solely as a principal and not as the agent or fiduciary or in any other position of higher trust of the Company and that no Lead Lender Party has assumed (i) any fiduciary responsibility in favor of the Company with respect to the financing contemplated hereby or (ii) any other obligation to the Company except for the obligations expressly set forth in this Commitment Letter. The Company covenants and agrees that it will not claim that any Lead Lender Party owes a fiduciary or other similar duty to the Company in connection with the financing contemplated hereby or the process leading thereto.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet by returning to our counsel, Davis Polk & Wardwell, executed counterparts hereof not later than 5:00 p.m., New York City time, on October 15, 2007. The Lead Lenders’ respective commitments and the Arrangers’ agreements herein will expire at such time in the event such counsel has not received such executed counterparts in accordance with the immediately preceding sentence.

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,


	CITIGROUP GLOBAL MARKETS INC.


	By:	/s/ Peter Kettle
		Name: Peter Kettle
		Title: Director


	BANC OF AMERICA SECURITIES LLC


	By:
		Name:
		Title:


	BANK OF AMERICA, N.A.


	By:
		Name:
		Title:


	GOLDMAN SACHS CREDIT PARTNERS L.P.


	By:
		Name:
		Title:

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,


	CITIGROUP GLOBAL MARKETS INC.


	By:
		Name:
		Title:


	BANC OF AMERICA SECURITIES LLC


	By:	/s/ Peter C. Hall
		Name: Peter C. Hall
		Title: Managing Director


	BANK OF AMERICA, N.A.


	By:
		Name:
		Title:


	GOLDMAN SACHS CREDIT PARTNERS L.P.


	By:
		Name:
		Title:

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,


	CITIGROUP GLOBAL MARKETS INC.


	By:
		Name:
		Title:


	BANC OF AMERICA SECURITIES LLC


	By:
		Name:
		Title:


	BANK OF AMERICA, N.A.


	By:	/s/ Jeff Hallmark
		Name: Jeff Hallmark
		Title: Senior Vice President


	GOLDMAN SACHS CREDIT PARTNERS L.P.


	By:
		Name:
		Title:

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,


	CITIGROUP GLOBAL MARKETS INC.


	By:
		Name:
		Title:


	BANC OF AMERICA SECURITIES LLC


	By:
		Name:
		Title:


	BANK OF AMERICA, N.A.


	By:
		Name:
		Title:


	GOLDMAN SACHS CREDIT PARTNERS L.P.


	By:	/s/ Bruce Mendelsohn
		Name: Bruce Mendelsohn
		Title: Authorized Signatory

Accepted and agreed to as of the date first written above by:

TEXTRON INC.


By:	/s/ Mary F. Lovejoy
	Name: Mary F. Lovejoy
	Title: Vice President and Treasurer

SUMMARY OF TERMS AND CONDITIONS

FOR TEXTRON INC.

$750,000,000 Senior Unsecured Credit Facility

Borrower:		Textron Inc., a Delaware corporation (the “Company”).

Facility Description:		$750,000,000 available on a fully revolving basis until September 30, 2008 (the “Facility”).

Purpose:		General corporate purposes, including the backstop of the Borrower’s commercial paper programs and acquisitions.

Lead Arrangers and Joint Bookrunners:		Citigroup Global Markets Inc., Banc of America Securities LLC and Goldman Sachs Credit Partners, L.P. (the “Arrangers”).

Administrative Agent:		Citibank, N.A. (“Citibank” or the “Administrative Agent”).

Syndication Agent:		Bank of America, N.A.

Documentation Agent:		Goldman Sachs Credit Partners, L.P.

Borrowing Options:		Providing for:
*Syndicated:*		(i) LIBOR advances;
		(ii) Base Rate advances;

*Non-Syndicated:*		(iii) Competitive Bid Rate option for banks to bid for advances in U.S. dollars.

		LIBOR adjustments for Regulation D will be charged by the lender banks (the “Banks”) individually.

Bid Option Description:		The Borrower may request the Administrative Agent to solicit competitive bids from the Banks at a margin over LIBOR (“Competition Bid LIBOR Loans”) or at an absolute rate (“Competition Bid Absolute Rate”).

Availability:		In multiple drawings from time to time, in an amount of $10 million or an integral multiple of $1 million in

		excess thereof. In no event shall there be more than five (5) different interest periods in effect for the Facility at any given time.

Interest Rates:		LIBOR (determined on the basis of the appropriate Telerate screen) plus an applicable margin (see attached Pricing Grid), expressed in basis points per annum, payable at the end of each interest period or, in the case of interest periods of 6 months, quarterly in arrears and calculated based on a 360-day year for actual days elapsed (loans bearing such a LIBOR based interest rate being “LIBOR Loans”).

		In the event that for any reason the Administrative Agent is unable to calculate LIBOR as indicated above, such interest rate shall be calculated by adding the applicable margin (see attached Pricing Grid), expressed in basis points per annum, to the interbank offered rate, as determined by the Reference Banks, for US Dollars.

		Alternatively, the higher of (i) the Administrative Agent’s floating prime lending rate or (ii) the federal funds rate plus 0.50% per annum (such rate being the “Base Rate” and such loans being “Base Rate Loans”). Interest for Base Rate Loans shall be paid quarterly on the basis of a 365 day year for actual days elapsed.

Default Rate:		Two percent (2%) per annum above the higher of the rate applicable to the loans or the Base Rate as specified above.

Interest Periods:		Syndicated Borrowings:

		LIBOR Loans – 1, 2, 3 or 6 months.

		Non-Syndicated Borrowings:

		Competitive Bid LIBOR Loans – minimum 1 month. Competitive Bid Absolute Rate Loans – minimum 7 days.

Notice of Borrowing:		The Borrower will give the Administrative Agent and the Banks five (5) business days’ notice of intent for

	Competitive Bid LIBOR Loans, three (3) business days’ notice for LIBOR Loans, one (1) business day’s notice for Competitive Bid Absolute Loans and same day notice for Base Rate Loans.

Termination or Reduction of the Credit Facility:	The Company may terminate all or any portion (subject to a minimum of $10 million or the equivalent) of the Facility at any time upon three (3) business days’ notice.

Optional Prepayments:	Base Rate Loans may be prepaid at any time with one (1) business day’s notice. LIBOR Loans may be prepaid at any time within four (4) business days’ notice, subject to reimbursement of breakage costs. Any optional partial prepayment shall be in an amount of $10 million or an integral multiple of $1 million in excess thereof.

Mandatory Prepayments/Reductions:	Loans under the Facility shall be prepaid, and the commitments thereunder permanently reduced, by amounts equal to 100% of the net cash proceeds of issuances of debt securities of the Company after October 12, 2007.

Facility Fee:	A per annum fee calculated on a 360-day basis payable on each Bank’s commitment irrespective of usage, payable quarterly in arrears, as shown in the attached Pricing Grid.

Representations and Warranties:	Substantially similar to those contained in the existing Five-Year Credit Agreement dated as of March 28, 2005, as amended (the “Existing Credit Agreement”):

	1.	Organization, Powers and Good Standing.
	2.	Authorization of Borrowing, etc.
	3.	Financial Condition.
	4.	No Material Adverse Change.
	5.	Litigation.
	6.	Payment of Taxes.
	7.	Governmental Regulation.
	8.	Securities Activities.
	9.	ERISA Compliance.
	10.	Certain Fees.

Conditions to Effectiveness:	Substantially similar to those contained in the Existing Credit Agreement:
Conditions to Effectiveness:
	1.	Execution of satisfactory loan documentation.
	2.	The Banks shall have received (i) satisfactory opinions of counsel to the Company and of counsel to the Administrative Agent as to the transactions contemplated hereby and (ii) such other corporate resolutions, certificates and other documents as the Administrative Agent shall reasonably request.

Conditions to Borrowing:	Substantially similar to those contained in the Existing Credit Agreement:

	1.	There shall exist no default under the loan documentation.
	2.	All representations and warranties (except for No Material Adverse Change) of the Company contained in the loan documentation shall be true and correct.
	3.	There shall exist no order, judgment or decree of any court, arbitration or governmental authority purporting to enjoin or restrain the proposed borrowing.
	4.	All loans made by the Bank shall be in full compliance with the Federal Reserve’s Margin Regulations.
	5.	In the case of the first borrowing, consummation of the acquisition of the majority of the equity interests in United Industrials Corp.

Covenants:	Substantially similar to those contained in the Existing Credit Agreement:

	1.	Financial statements and other reports.
	2.	Corporate existence.
	3.	Payment of taxes.
	4.	Maintenance of property and insurance.
	5.	Inspection.
	6.	Compliance with laws.
	7.	Mergers.
	8.	Liens.
	9.	Use of proceeds.

Financial Covenant:	Consolidated Indebtedness of Textron Manufacturing not to exceed 65% of Consolidated Capitalization (with each term defined as in the Existing Credit Agreement).

Events of Default:	Substantially similar to those contained in the Existing Credit Agreement:

	1.	Failure to make payments when due; failure to pay any interest or fees payable under the credit agreement within 5 days of when due.
	2.	Failure to meet any term, covenant, or agreement within grace periods where appropriate.
	3.	Inaccurate or false representations or warranties.
	4.	Cross default to other debt, aggregating more than $100 million.
	5.	Judgment defaults aggregating more than $100 million.
	6.	Certain ERISA events giving rise to a Material Adverse Effect.
	7.	Other defaults, including, but not limited to, insolvency and bankruptcy.

Increased Cost; Yield Protection; etc.:	Usual for facilities of this type, including, but not limited to, compensation with respect to prepayments, failure to borrow after giving notice, changes in capital adequacy, illegality, change in circumstances, reserves and withholding taxes.

Required Banks:	More than 50%.

Assignments and Participations:	Assignments by the Banks are permitted with the consent of the Company and the Administrative Agent, which consents shall not be unreasonably withheld. However, assignments will not require the consent of the Company in the event of (i) an event of default or (ii) a change of ownership or control of the Company.

	Assignments to Federal Reserve Banks, incumbent Banks or Bank affiliates will not require consent of the Company.

	Assignments shall be made in minimum amounts of $10

		million or the aggregate amount of the assigning Bank’s commitment, whichever is less; however, if the assignee is an incumbent Bank the minimum amount of assignment shall be $5 million. Following any such assignment, in no event shall the assigning Bank under the Facility hold less than $10 million in loans or commitments unless such Bank shall have assigned all of its interest in the Facility.

		Participations will not require consent and may be granted with voting rights limited to decisions affecting changes in amount, rate, fee and maturity date.

Indemnification:		As contained in the Existing Credit Agreement.

Governing Law:		State of New York.

Counsel to Administrative Agent:		Davis Polk & Wardwell

PRICING SCHEDULE

Each of “Facility Fee Rate” and “Euro-Dollar Margin” means, for any date, the rate set forth below in the row opposite such term and in the row corresponding to the “Utilization” at such date:

Facility Fee Rate	0.04	%

Euro-Dollar Margin
Utilization < 50%	0.21	%
Utilization > 50%	0.26	%

For purposes of this Schedule, “Utilization” means, at any date, the percentage equivalent of a fraction (i) the numerator of which is the aggregate outstanding principal amount of the loans under the Facility at such date (after giving effect to any borrowing or payment on such date) and (ii) the denominator of which is the aggregate amount of the commitments under the Facility at such date (after giving effect to any reduction on such date). If for any reason any Loans remain outstanding after termination of the commitments under the Facility, Utilization shall be deemed to be 100%.

EX-99.(D)(2) 9 a07-26196_4ex99dd2.htm EX-99.(D)(2)

Exhibit 99.(d)(2)

TENDER AND SUPPORT AGREEMENT

TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 7, 2007, is by and among Textron Inc., a Delaware corporation (“Parent”), Marco Acquisition Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”).

WHEREAS, each Stockholder beneficially owns the shares of common stock, par value $1.00 per share, of United Industrial Corporation, a Delaware corporation (the “Company”), set forth opposite such Stockholder’s name on Schedule A (all such shares set forth on Schedule A, together with any shares of Company Common Stock that are hereafter issued to or otherwise acquired or owned by any Stockholder prior to the termination of this Agreement being referred to herein as the “Subject Shares”);

WHEREAS, as a condition to their willingness to enter into the Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof, among Parent, Merger Sub and the Company, Parent and Merger Sub have required that each Stockholder, and in order to induce Parent and Merger Sub to enter into the Merger Agreement each Stockholder (in such Stockholder’s capacity as a holder of the Subject Shares) has agreed to, enter into this Agreement; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I
AGREEMENT TO TENDER

Section 1.1. Agreement to Tender. Unless this Agreement shall have been terminated in accordance with its terms, each Stockholder shall validly tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event no later than two Business Days after the relevant procedures for tendering Shares in the Offer pursuant to book entry transfers have been implemented, each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company

pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder agrees that, once its Subject Shares are tendered, such Stockholder (i) shall promptly notify Parent that such Subject Shares have been tendered and (ii) will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. The obligations of each Stockholder under this Section 1.1 are several and not joint with any other Stockholder.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each Stockholder represents and warrants to Parent and Merger Sub as to itself, severally and not jointly, that:

Section 2.1. Authorization; Binding Agreement. The consummation of the transactions contemplated hereby are within such Stockholder’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational actions on the part of such Stockholder. Such Stockholder signing this Agreement has full power and authority to execute, deliver and perform this Agreement.

Section 2.2. Non-Contravention. The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any organizational documents of such Stockholder, (ii) violate any Law applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Stockholder is entitled under any Law or any provision of any agreement or other instrument binding on such Stockholder or (iv) result in the imposition of any Lien on any asset of such Stockholder, in the case of each of clauses (ii) through (iv) such as would impair or adversely affect such Stockholder’s ability to perform its obligations hereunder.

Section 2.3. Ownership of Subject Shares; Total Shares. Such Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of its Subject Shares and, as of the date of Merger Sub’s acceptance of the shares of Company Common Stock in the Offer, such Subject Shares will be free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise transfer such Subject Shares), except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act. The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock beneficially owed by such Stockholder as of the date hereof.

Section 2.4. Voting Power. Except as set forth on Schedule A, such Stockholder has full voting power, with respect to its Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of its Subject Shares. None of such Stockholder’s Subject Shares are subject to any voting trust or other agreement or arrangement with respect to the voting of such shares, except as provided hereunder.

Section 2.5. Absence of Litigation. With respect to such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder or any of its or his properties or assets (including such Stockholder’s Subject Shares) that could reasonably be expected to impair the ability of such Stockholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Section 2.6. Opportunity to Review; Reliance. Such Stockholder has had the opportunity to review this Agreement and the Merger Agreement with counsel of his or its own choosing. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

Section 2.7. Finders’ Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder in his capacity as such.

ARTICLE III
ADDITIONAL COVENANTS OF THE STOCKHOLDERS

Each Stockholder hereby covenants and agrees jointly and severally with respect to Sections 3.1 and 3.2 and as to itself, severally and not jointly, with respect to Sections 3.3 through 3.8 that:

Section 3.1. Voting of Subject Shares. At every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, the Stockholders shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer) (i) in favor of (A) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (B) approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, and (ii) against (A) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (C) any other transaction the consummation of which would reasonably be

expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) any action, proposal, transaction or agreement that would reasonably be expected to result in (x) a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement or (y) the failure of any Offer Condition to be satisfied, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of stockholders, and in connection therewith to execute any documents reasonably requested by Parent that are necessary or appropriate in order to effectuate the foregoing.

Section 3.2. Irrevocable Proxies. Each Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof.

Section 3.3. No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) create or permit to exist any Lien on any such Subject Shares, (ii) enter into any contract with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect.

Section 3.4. No Exercise of Appraisal Rights. Such Stockholder agrees not to exercise any appraisal rights or dissenter’s rights in respect of its Subject Shares that may arise with respect to the Merger.

Section 3.5. Documentation and Information. Such Stockholder (i) consents to and authorizes the publication and disclosure by Parent of its identity and holding of Subject Shares, the nature of its commitments and obligations under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case that Parent reasonably determines is required to be disclosed by applicable law in any press release, the Offer Documents, the Proxy Statement or any other disclosure document in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement and (ii) agrees promptly to give to Parent any information it may reasonably require for the preparation of any such disclosure documents. Parent will consult, to the extent practicable, with counsel to the Stockholders concerning the disclosure referred to in clause (i) of the preceding sentence. Such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect.

Section 3.6. Notices of Certain Events. Such Stockholder shall notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of the representations and warranties of such Stockholder set forth in Article II.

Section 3.7 Street Name Subject Shares. Such Stockholder shall deliver a letter to each financial intermediary or other Person through which such Stockholder holds Subject Shares that informs such Person of such Stockholder’s obligations under this Agreement and that informs such Person that such Person may not act in disregard of such obligations without the prior written consent of Parent.

Section 3.8 Non-Solicitation of Certain Employees of the Company. Each Stockholder agrees that for a period commencing on the date hereof and ending two years following the Effective Time, none of the Stockholders or their Affiliates (other than publicly traded companies) shall, directly or indirectly, solicit for employment, otherwise solicit the services of or employ any of the persons listed on Schedule B hereto and shall not cause, encourage or influence any such solicitation by an Affiliate which is a publicly traded company; provided, however, that this Section 3.8 shall not restrict the solicitation or employment by the Stockholder or its Affiliate of any such person whose employment is terminated by the Company or such Subsidiary without cause or who terminates his employment for good reason in accordance with his employment contract with the Company provided in each case the solicitation of such person occurs after the date of such termination.

ARTICLE IV
MISCELLANEOUS

Section 4.1. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, (i) if to Parent, Merger Sub or the Company, in accordance with the provisions of the Merger Agreement and (ii) if to a Stockholder, to his, her or its address set forth on a signature page hereto, with copies to Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Facsimile: (212) 451-2222, Attention: Steven Wolosky, Esq., or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to each other party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

Section 4.2. Termination. This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the Effective Time. Notwithstanding the foregoing, nothing set forth in this Section 4.2 or elsewhere in this Agreement shall relieve either party hereto from liability, or otherwise limit the liability of either party hereto, for any material breach of this Agreement.

Section 4.3. Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 4.4. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 4.5. Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided, that such transfer or assignment shall not relieve Parent or Merger Sub of any of its obligations hereunder.

Section 4.6. Governing Law; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other place of competent jurisdiction by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.1. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR CONCERNING THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF OR CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING.

Section 4.7. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by each other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 4.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter.

Section 4.9. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.10. Specific Performance. The parties hereto agree that each of Parent and Merger Sub would be irreparably damaged if for any reason any Stockholder fails to perform any of its obligations under this Agreement and that each of Parent and Merger Sub would not have an adequate remedy at law for money damages in such event. Accordingly, each of Parent and Merger Sub shall be entitled to specific performance and injunctive and other equitable relief to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity.

Section 4.11. Headings. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 4.12. No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 4.13. Further Assurances. Parent and each Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, to perform their respective obligations under this Agreement.

Section 4.14. Interpretation. Unless the context otherwise requires, as used in this Agreement: (i) “or” is not exclusive; (ii) “including” and its variants mean “including, without limitation” and its variants; (iii) words defined in the singular have the parallel meaning in the plural and vice versa; (iv) words of one gender shall be construed to apply to each gender; and (v) the terms “Article”, “Section” and “Schedule” refer to the specified Article, Section or Schedule of or to this Agreement.

Section 4.15 Stockholder Capacity. Notwithstanding anything herein to the contrary, nothing set forth herein shall restrict any officer or director of the Company in the exercise of his fiduciary duties as an officer or director of the Company, but such officer or director shall take no action that would cause the Company to breach the Merger Agreement or any agreements contemplated thereby.

[SIGNATURE PAGE FOLLOWS]

The parties are executing this Agreement on the date set forth in the introductory clause.

TEXTRON INC.


By:	/s/ John R. Curran
	Name:			John R. Curran
	Title:			Vice President, Mergers and
				Acquisitions

MARCO ACQUISITION SUB INC.


By:		/s/ John R. Curran
		Name:		John R. Curran
		Title:		President

STEEL PARTNERS II, L.P.


By:		STEEL PARTNERS, L.L.C., ITS GENERAL
PARTNER

By:		/s/ Warren G. Lichtenstein
		Name:	Warren G. Lichtenstein
		Address: 590 Madison Avenue, 32nd Floor
		New York, New York 10022

STEEL PARTNERS, L.L.C.


By:		/s/ Warren G. Lichtenstein
		Name: Warren G. Lichtenstein
		Address: c/o Steel Partners II, L.P.
		590 Madison Avenue, 32nd Floor
		New York, New York 10022

Signature Page to
Tender and Support Agreement


		/s/ Warren G. Lichtenstein
		Warren G. Lichtenstein
		Address: c/o Steel Partners II, L.P.
		590 Madison Avenue, 32nd Floor
		New York, New York 10022


		/s/ Glen M. Kassan
		Glen M. Kassan
		Address: c/o Steel Partners II, L.P.
		590 Madison Avenue, 32nd Floor
		New York, New York 10022

Signature Page to
Tender and Support Agreement

SCHEDULE A

Name	Number of Subject Shares
Steel Partners II, L.P. Address: 590 Madison Avenue, 32nd Floor New York, New York 10022	1,935,950
Steel Partners, L.L.C. Address: c/o Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022	1,935,950	(1)(2)
Warren G. Lichtenstein Address: c/o Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022	1,975,950	(1)(3)
Glen M. Kassan Address: c/o Steel Partners II, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022	35,000	(6)

(1) Number of Subject Shares in the table above includes number of Subject Shares owned by Steel Partners II, L.P.

(2) Steel Partners, L.L.C. is the general partner of Steel Partners II, L.P. and may be deemed to beneficially own the Subject Shares owned by Steel Partners II, L.P.

(3) The number of Subject Shares includes 35,000 in stock options exercisable by Mr. Lichtenstein into Company Common Stock and 5,000 in stock options that will become exercisable on the earlier to occur of (i) a “Change in Control” as defined under the 2006 Long Term Incentive Plan (“2006 LTIP”) of the Company or (ii) the date of the next annual meeting of shareholders of the Company provided Mr. Lichtenstein has not experienced a “Termination of Directorship” as defined under the 2006 LTIP prior to such date. Mr. Lichtenstein is the sole executive officer and managing member of Steel Partners, L.L.C., the general partner of Steel Partners II, L.P., and may be deemed to beneficially own the shares owned by Steel Partners II, L.P.

(4) All Subject Shares (other than shares underlying stock options) are voted by Warren G. Lichtenstein.

(5) No Stockholder owns, directly or indirectly, the Company’s 3.75% convertible senior notes due 2024.

(6) The number of Subject Shares includes 30,000 in stock options exercisable by Mr. Kassan into Company Common Stock and 5,000 in stock options that will become exercisable on the earlier to occur of (i) a “Change in Control” as defined under the 2006 LTIP of the Company or (ii) the date of the next annual meeting of shareholders of the Company provided Mr. Kassan has not experienced a “Termination of Directorship” as defined under the 2006 LTIP prior to such date.

SCHEDULE B

Fred Strader

Stephen Reid

Paul Lavin

Robert Peters

David Phillips

Michael Boden

EX-99.(D)(3) 10 a07-26196_4ex99dd3.htm EX-99.(D)(3)

Exhibit 99.(d)(3)

July 10, 2007

Jack Curran

VP, Mergers & Acquisitions

Textron

40 Westminster St.

Providence, Rl 02903

Jack,

United Industrial Corp. (the “Company”) has engaged J.P. Morgan Securities Inc. (“JPMorgan”) to advise the Company with respect to one or more possible transactions with you concerning your possible purchase of all or a portion of the stock, assets or business of the Company, or any related transactions as may be mutually agreed between you and the Company (each, a “Transaction”). In connection with your consideration of a Transaction with the Company, the Company is prepared to furnish you with certain confidential and proprietary information concerning the business, properties and assets of the Company and the Transaction. All such information (whether written or oral) and all analyses, compilations, forecasts, studies or other documents (“Notes”) prepared by you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “Representatives”) in connection with your or their interest in the Transaction that contains or reflects such information is herein collectively referred to as the “Evaluation Material”.

To maintain the confidentiality of the Evaluation Material, you and your Representatives agree: (a) not to use any Evaluation Material except to determine whether you wish to propose to enter into a Transaction with the Company and the terms thereof; (b) not to disclose any Evaluation Material other than to your Representatives with a need to know the information contained therein; provided, that such Representatives shall have agreed to be bound by the terms of this Agreement; provided, further, that you agree to be responsible for any breach of this Agreement by any of your Representatives; and (c) not to disclose that the Evaluation Material has been made available, that you or your Representatives have inspected any Evaluation Material, or that you and the Company may be considering a Transaction or have had, are having or propose to have any discussions with respect thereto.

The Company (directly or through JPMorgan) may elect at any time to terminate further access by you to Evaluation Material. You agree that upon any such termination or if you decide not to proceed with the Transaction, you will promptly (and in any case within 14 days of the Company’s or JPMorgan’s request) return to JPMorgan or the Company all Evaluation Material except Notes, cause all Notes to be destroyed and confirm in writing to the Company that all such material has been returned or destroyed in compliance with this Agreement. No such termination will affect your obligations hereunder or those of your Representatives, all of which obligations shall continue in effect for the term of this Agreement.

This Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) becomes generally available to the public other than as a result of a disclosure by you or your Representatives in violation of this Agreement, (ii) was available to you on a non-confidential basis prior to its disclosure to you by the Company or its representatives or (iii) becomes available to you on a non-confidential basis from a source other than the Company or its representatives when such source is entitled, to the best of your knowledge, to make such disclosure.

If you or your Representatives are requested or required (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material, it is agreed that you will provide the Company with prompt written notice of such request(s) so that the Company may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, you or your Representatives are, in the opinion of your or your Representatives’ counsel, as the case may be, compelled to disclose Evaluation Material under pain of liability for contempt or other censure or penalty, you may disclose only that portion of such information as is legally required without liability hereunder; provided, that you agree to exercise your commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such information.

You acknowledge that, in your examination of the Evaluation Material, you will have access to material non-public information concerning the Company. You agree that, for a period of one year following the date hereof (the “Standstill Period”), you will not (and you will ensure that your subsidiaries and directors and officers in their capacity as such (and any person acting on behalf of or in concert with you or any of your subsidiaries or directors or officers in their capacity as such) will not), directly or indirectly, without the prior written consent of the Board of Directors of the Company, (i) acquire, agree to acquire, propose, seek or offer to acquire or facilitate the acquisition or ownership of any securities or assets of the Company or any of its subsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any such securities, any other right to acquire such securities or any bank debt, claims or other obligations of the Company (other than those claims or obligations arising between you and the Company in the ordinary course of business), (ii) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its subsidiaries, (iii) make, or in any way participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any voting securities of the Company, (v) call, request the calling of or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company, (vii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (viii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. You further agree that during the Standstill Period you will not (and you will ensure that your subsidiaries and directors and officers in their capacity as such (and any person acting on behalf of or in concert with you or any of your subsidiaries or directors or officers in their capacity as such) will not), directly or indirectly, without the prior written consent of the Board of Directors of the Company, (x) make any request directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), or (y) take any action that might require the Company to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph.

For a period of one year following the date hereof, you agree not to initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director or employee of the Company regarding the business, operations or prospects of the Company, except with the express written consent of the Company. It is understood that JPMorgan will arrange for appropriate contacts for due diligence purposes. Unless otherwise agreed to by the Company, all (i) communications regarding any possible Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures in connection with any possible Transaction, will be submitted or directed exclusively to JPMorgan.

For a period of one year following the date hereof, those of your employees who have access to or knowledge of this Agreement or the Evaluation Material will not, directly or indirectly, solicit for employment or hire any officer, director or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Transaction, except that you shall not be precluded from hiring any such employee who (i) responds to any public advertisement placed by you or (ii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director or employee.

You understand and agree that none of the Company, JPMorgan or their respective affiliates or representatives make any representations or warranties, express or implied, with respect to any of the Evaluation Material. You also agree that none of the Company, JPMorgan or their respective affiliates or representatives shall assume any responsibility or have any liability to you or your Representatives resulting from the selection or use of the Evaluation Material by you or your Representatives. You further agree that you are not entitled to rely on the accuracy or completeness of the Evaluation Material and that you will be entitled to rely solely on such representations and warranties as may be included in any Transaction Agreement (as defined below), subject to such limitations and restrictions as may be contained therein.

You agree that no contract or agreement providing for any Transaction shall be deemed to exist between you and the Company unless and until you and the Company execute and deliver a final definitive agreement relating thereto (a “Transaction Agreement”), and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Transaction unless and until you and the Company shall have executed and delivered a Transaction Agreement. You also agree that unless and until you and the Company shall have executed and delivered a Transaction Agreement, neither you nor the Company will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or your Representatives with regard to a Transaction, and to terminate discussions and negotiations with you at any time. You further understand that the Company shall be free to establish and change any process or procedure with respect to a Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a final definitive agreement relating to a Transaction with any other party without prior notice to you or any other person).

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that the Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity to the Company.

This Agreement shall terminate two years from the date hereof and be governed by New York law. Each party hereto consents to personal jurisdiction in New York and voluntarily submits to the jurisdiction of the state and federal courts located in New York, New York in any action or proceeding with respect to this Agreement and each party hereby waives unconditionally any objection to the laying of venue in such forum, including any claim of inconvenient forum, and neither party shall bring any claim regarding this Agreement in any other court.

Very truly yours,

UNITED INDUSTRIAL CORPORATION

By:	/s/ Jonathan Greenberg
	Name: Jonathan Greenberg
	Title: VP, General Counsel and Secretary

Accepted as of the
date first above written:

TEXTRON, INC.

By:	/s/ John R. Curran
	Name: John R. Curran
	Title: Vice President Mergers & Acquisitions

EX-99.(D)(4) 11 a07-26196_4ex99dd4.htm EX-99.(D)(4)

Exhibit 99.(d)(4)

EAGLE EYE CORE TEAM

TEAMING AGREEMENT

This Teaming Agreement, hereinafter referred to as “Agreement”, is entered into by and between Bell Helicopter Textron Inc., a company organized and existing under the laws of Delaware having a place of business at 600 East Hurst, Hurst, Texas 76053 (hereinafter referred to as “Bell”), Lockheed Martin Corporation, a corporation organized and existing under the laws of the State of Maryland, USA, acting through its Lockheed Martin Aeronautics Company, having a place of business in Fort Worth, Texas, USA (hereinafter referred to as “LM Aero”), AAI Corporation, a corporation organized and existing under the laws of the State of Maryland, having a place of business at 124 Industry Lane Hunt Valley, MD 21030-0126 (hereinafter referred to as “AAI”), and Textron Systems Corporation, a corporation organized and existing under the laws of the State of Delaware, having a place of business at 201 Lowell Street, Wilmington, MA 01887 (hereinafter referred to as “Textron Systems”). Throughout this Agreement, the aforementioned parties may be individually referred to as “Party” or collectively as “Parties”.

BACKGROUND

Bell is experienced in the design, development, production and support of rotorcraft and unique Vertical Take-off and Landing (VTOL) systems, including VTOL Unmanned Vehicles, and possesses related proprietary technical data and know-how that is valuable and unique to Bell.

LM Aero has extensive experience in advanced technology application, prototyping, C4ISR, low cost composites capability, and classified air vehicle design and possesses related proprietary technical data and know-how that is valuable and unique to LM Aero.

AAI has extensive experience and expertise in ground control equipment, integration and support and possesses related proprietary technical data and know-how that is valuable and unique to AAI.

Textron Systems has extensive experience in specialized UAV weapons payloads specifically designed or adapted for a Tiltrotor UAV, as hereinafter defined, and possesses related proprietary technical data and know-how that is valuable and unique to Textron Systems.

For the purposes of this Agreement, a Tiltrotor UAV is defined as an unmanned air vehicle equipped with rotor systems and transmission nacelles that are mounted on each wingtip, a single engine centrally located within the fuselage, and a flight control system that enables the aircraft to operate as a helicopter when taking off and landing vertically, and operate as an airplane when the nacelles are rotated 90 degrees forward.

The Parties, because of their diverse experience and capabilities, have determined that they would benefit from a teaming arrangement among their respective organizations for the purpose

of collaborating in the pursuit and performance of Tiltrotor UAV programs utilizing the Eagle Eye System, or modifications or derivatives thereof, including one or more Tiltrotor UAV, ground control equipment, the payload(s) (sensors, weapons and other items carried internally or externally by the air vehicle), communications, and integrated logistics support, (hereinafter referred to as “Program”). Individual opportunities to pursue Program business are referred to as “Program Opportunities”.

This Agreement is entered into to enable each Party to enjoy the benefits of the other Parties capabilities in areas of work which are not independently available within the respective companies.

It is desirable to set forth the following division of responsibilities and understandings in writing.

Accordingly, in consideration of the foregoing and the mutual agreements contained herein, the Parties agree as follows:

1.0 Purpose and Scope of the Agreement

The purpose of this Agreement is to establish a teaming relationship among Bell, LM Aero, AAI and Textron Systems to cooperate in the pursuit and performance of the Program. The Program includes opportunities to provide prototypes, demonstrators, system design and development, production, derivatives, and logistics support to the U.S. Government and non-U.S. Government customers (collectively the “Customers”) under prime contracts and subcontracts. However, opportunities for direct contracts with customers in European Union countries are specifically excluded from the scope of this Agreement. Collectively, the Parties represent the core team for TEAM EAGLE EYE and are responsible for jointly pursuing Program Opportunities that offer a competitive solution to Customers with a requirement for a Vertical Tactical Unmanned Aerial Vehicle (VTUAV) or Vertical Unmanned Aerial Vehicle (VUAV) that could be addressed with a Tiltrotor UAV.

This Agreement is intended to facilitate a cooperative working relationship among the Parties to define, prepare and submit coordinated proposals for each Program Opportunity.

2.0 Responsibilities of the Parties

The Parties will utilize reasonable efforts to establish fair work content for each Party for each Program Opportunity. It is the objective of the Parties that the work share relative to the prime contract value will approximate the following distribution for each Program Opportunity. As the Parties establish detailed strategies for each Program Opportunity, it is understood that performance relative to these objective percentages may vary with each Program Opportunity. In the event that cumulative contract efforts materially deviate from these objectives, the Parties will apply reasonable efforts to adjust work scope and allocations of future efforts to compensate for such deviations.

Bell – Prime

LM Aero – 20%

AAI – 20%

Textron Systems – 10%

The following paragraphs specify the tentative work content to be performed by each of the respective Parties, subject to Customer approval, as required:

a. Except as provided in paragraph 2.0 b below, Bell will serve as the prime contractor (hereinafter “Prime”). Except as provided in paragraph 2.0 b and Article 3.0 below with respect to the Business Development Lead roles, Bell will be responsible for overall program capture, business development leadership, system performance and integration, program management, Tiltrotor UAV design, development, production, flight-testing, delivery and support for the Tiltrotor UAV.

b. LM Aero will participate as a subcontractor. LM Aero will provide advanced technology expertise, prototyping, C4ISR applications and low cost composite capability applied to the realm of vertical lift UAVs. LM Aero will be responsible for classified Tiltrotor UAV design, development and fabrication of the Outer Mold Line, fuselage, tail, and special technology details. In the event that classified Tiltrotor UAV demonstrators are contracted, LM Aero will be the Prime with the attendant prime contractor responsibilities summarized in paragraph 2.0 a, and the work share will be jointly determined by the Parties.

c. AAI will participate as a subcontractor. AAI will provide the AAI One System™ Ground Control Station (GCS), all Common Ground Control Equipment (GCE), GCS integration expertise, and embedded and institutional GCE training systems. AAI will be responsible for all ground control equipment design, development, production and integration of the ground control equipment into the Eagle Eye System. AAI will support Tiltrotor UAV design, development, production, integration, flight-testing, and delivery and will provide support for GCS and GSE. AAI will also be responsible for design, development and production of the forward fuselage section for the prototype Tiltrotor UAV. AAI will be considered by Bell as a potential source for the production of the front fuselage if AAI can meet the needs of production throughput, capability, cost, performance, etc.

d. Textron Systems will participate as a subcontractor. Textron Systems will provide specialized UAV weapons payloads specifically designed or adapted for a Tiltrotor UAV and will provide ordnance integration support as required.

3.0 Program Opportunities and Cooperation

The Parties have identified the following primary opportunities for collaboration in the marketing, capture, development, production and sustainment of the Program.

Opportunity		Business Development Lead
a. Deepwater UAV Program		Bell
b. USMC VUAV Program		Bell
c. USN VTUAV Program		Bell
d. US Army		AAI
e. SOCOM UAV opportunity		LM Aero
f. Classified Programs		LM Aero

The Parties agree to evaluate other Program Opportunities, including international sales, as mutually determined on a case-by-case basis, except as excluded above. However, one or more of the Parties may elect not to participate in the pursuit and performance of such Program Opportunities. In the event that one or more Parties elects not to participate in the pursuit and performance of a particular Program Opportunity, this Agreement shall continue to apply with respect to the other Parties with regard to that Program Opportunity.

The Parties recognize and agree that a successful prototype demonstration at the NAVAIR/AUVSI Webster Field, MD UAV Demonstration event in the summer of 2005 is a high priority. The Parties agree to cooperate in trade shows, exhibitions, conferences and air shows where Team Eagle Eye will exhibit, as mutually agreed to by the Parties.

It is understood by the Parties that Bell owns and has the right to use the Prototype Tiltrotor UAV on a non-interference basis for demonstrations outside of Team Eagle Eye Core Team activities.

The Parties agree to jointly participate in Team Eagle Eye strategic planning, program capture, bid and proposal funding, business development, cross-product integration/coordination, operational analysis, and mission success planning and execution. The Parties hereby establish a Team Eagle Eye Steering Committee, comprised of one representative from each company, to be briefed by the capture team organization on status and issues for resolution. The Steering Committee will meet at least quarterly. The Parties also hereby establish an Executive Committee (EXCOM) comprised of the CEO of Bell, the Vice President and General Manager of LM Aero Advanced Development Projects, the President & CEO of AAI and the President of Textron Systems (or their respective fully empowered delegates) to meet as required to provide strategic direction, assure program success and resolve any issues.

4.0 Proposal Support

For each Program Opportunity, in which the Prime elects to participate, the Prime is expected to submit proposals to the Customer, to identify the other Parties as subcontractors for the applicable portions of the work contained therein (including their respective responsibilities), and to identify the proposed contractual relationship of the Parties.

For each Program Opportunity in which a Party elects to participate, it is anticipated that each participating Party will furnish, as reasonably required for incorporation into any final proposal, all proposal material pertinent to the work identified for the respective Parties, including but not limited to manuscripts, artwork, and if required by the Customer, cost or pricing data, as appropriate. It is also anticipated that each participating Party will furnish qualified personnel who will cooperate together in drafting a proposal and will work to ensure that proposal inputs are provided in accordance with the proposal schedule and requirements, as determined by the Prime. Although no Party is obligated to produce a proposal under this Agreement, if a Party

prepares a proposal for any Program Opportunity, that proposal may only be used in a manner consistent with the purposes and requirements of this Agreement.

If a Party prepares a proposal, that Party will exert reasonable efforts to cause the selection of the Prime and the acceptance of the other Parties as subcontractors and will continue to exert reasonable efforts toward this objective throughout any and all negotiations concerning a proposed contract or subcontract which may follow the submission of such proposal or proposals.

In the event that the Prime should be requested or is presented the opportunity to make oral or written presentations to interested Customers concerning the Program, the Parties will support such presentations as reasonably requested by the Prime, for those areas that relate to the Parties’ respective efforts.

Unless funded by the Customer, each Party will separately bear all costs, risks and liabilities incurred by it arising out of its obligations and efforts under this Agreement during pre-proposal and proposal efforts. No Party shall have any right to any reimbursement, payment or compensation of any kind from another Party during the period up to the award of the prime contract.

The Prime will have the sole right to decide the form and content of all documents submitted to the Customer; however, the Prime will afford each of the other Parties the opportunity to review the form and content of its respective sections of the proposal and will make reasonable efforts to ensure that the other Parties’ data is accurately portrayed. Each of the other Parties will offer the Prime advice and assistance, and will prepare the substantive content of its respective portion(s) of the proposal, as identified in Article 2.0. The Prime will provide each of the other Parties a copy of the proposal which was submitted to the Customer, less any Proprietary Information, including but not limited to cost or pricing data.

Overall marketing, sales, business and technical strategies in furtherance of this Agreement shall be reviewed at least annually by the Team Eagle Eye Steering Committee for updating and modification as mutually determined by the Parties.

5.0 Subcontracting

Each Party will exert reasonable efforts to cause the selection of the Prime for the Program Opportunities and the acceptance of the other Parties as subcontractors for the Program Opportunities for the work identified in Article 2.0, as is reflected in the proposal(s).

If a prime contract is awarded as a result of the efforts of the Parties, the Prime will, to the extent permitted by the Customer and applicable government rules, regulations and law, enter into subcontract negotiations with the other Parties. The Prime will make every reasonable effort to subcontract to the other Parties that portion of the work set forth in Article 2.0, as was specifically set forth in the respective proposal. The work to be performed by the Parties will be in accordance with the prime contract including its schedule, specifications and requirements. The terms of the subcontracts will be generally consistent with and no more onerous than the

terms and conditions of the prime contract. It is agreed that said terms and conditions will not conflict with any applicable government rules, regulations, or laws.

Any subcontract entered into pursuant to this Agreement may be terminated for convenience of the Prime only if the Customer terminates the Prime’s contract for the Customer’s convenience in whole, or in part, provided, in the latter instance, such partial termination relates to the work to be performed by the subcontractor under the subcontract, or in any case, if such termination for convenience of the subcontract is formally recommended to the Prime by the Customer.

At Prime’s discretion, negotiations for subcontracts shall commence and be concluded prior to its submission of a response to a Request for Proposal (RFP) tor a Program. The Parties agree to negotiate in good faith to reach agreement on terms and conditions to enable Prime to be in a position to respond to the RFP and flow down its obligations under a prime contract. Subcontract negotiations are to be concluded within a reasonable period of time, not to exceed 90 days from commencement of negotiation unless a further extension of time is mutually agreed to by the Parties.

In the event of any conflict between the terms of a subcontract and this Agreement, the subcontract shall prevail.

Nothing contained herein is intended to affect the rights of the Customer to negotiate directly with any of the Parties hereto on any basis the Customer may desire.

Except for the Business Development Lead roles addressed in Article 3.0, it is agreed that the Prime shall be the primary contact with the Customer concerning the Program.

6.0 Relationship of the Parties

The Parties shall remain independent contractors at all times. This Agreement does not constitute, give effect to or otherwise imply the formation of a partnership, joint venture or other formal business organization of any kind. No Party shall have the authority to bind another to contract, or create a liability against another or for any purpose, regardless of the legal theory or basis therefore, unless such authority is expressly granted in writing by the other Party. Except to the extent specified in this Agreement, no Party is directly or indirectly authorized, express or by inference to act as an agent of another Party. The rights and obligations of the Parties shall only be those expressly set forth herein. Nothing herein shall be construed as providing for the sharing of profits or loses arising out of the efforts of the Parties.

7.0 Expenses

Each Party shall separately bear its own expenses in connection with the performance of this Agreement, expressly including all costs of any type for which one Party is not under subcontract to another Party.

8.0 Disclosure and Protection of Proprietary Information

During the term of this Agreement, it is expected that each of the Parties may disclose to the other Parties, data and information that the disclosing Party considers to be proprietary and/or confidential. Any disclosure of proprietary or confidential data by a Party to another will be done in accordance with the one or more Proprietary Information Exchange Agreements (“PIEAs”) which are separately executed by and among the Parties, subject to the terms and conditions stated therein.

9.0 Classified Information

Access to U.S. or foreign classified information may be required in the performance of tasks contemplated by this Agreement and/or resulting contracts / subcontracts. The Parties are cognizant of their respective responsibilities in the care and handling of classified information. The Parties agree that they shall comply with applicable security requirements of the U.S. Government set forth in the current edition of the National Industrial Security Program Operating Manual (NISPOM) and other pertinent government regulations. The Parties agree that all of their personnel who, pursuant to this Agreement, will have access to classified information, shall have an appropriate security clearance, then in effect, prior to being accorded access to such information.

10.0 Intellectual Property Rights

For the purposes of this Agreement, the term Intellectual Property shall mean patented and unpatented inventions designs and discoveries, mask work, copyrighted works, trade secrets, know-how, trademarks, other intellectual property, and Proprietary Information of the Parties (hereinafter “Intellectual Property”). It is mutually understood and agreed that no Party shall acquire, directly or by implication, any rights in any Intellectual Property of another Party which is owned, controlled, acquired, developed, authored, conceived or reduced to practice prior to the date of this Agreement, including but not limited to, inventions described and claimed in applications for the U.S. Letter patent filed prior to the date of this Agreement, except as expressly provided herein or in any resulting subcontract between the Parties.

Each Party or its appropriate intellectual property holding company shall own all right, title and interest in any Intellectual Property if developed, authored, conceived or reduced to practice independently and solely by that Party during the performance of this Agreement. Subject to any rights of the U.S. Government, all inventions conceived by a Party in the course of or under a Program contract or a work assignment shall be owned by that Party (“Program Invention”). Each Party hereto, insofar as it is free to do so without obligation to others, hereby authorizes the other Parties to use its Intellectual Property that is a Program Invention solely as necessary for the performance of each Party’s respective obligations under this Agreement. No license, expressed or implied, shall inure to the benefit of any of the other Parties to prepare copies and derivative works of such Intellectual Property or to make, use, sell export/import products or processes incorporating such Intellectual Property, except as expressly provided herein or in any resulting subcontract between the Parties.

Unless expressly provided otherwise in any subsequent subcontract between the Parties, each Inventing Party, as defined below, shall have an equal, undivided interest in all Intellectual Property conceived or reduced to practice jointly by employees of such Party and of one or more of the other Parties during performance under this Agreement, and in the related copyright, patent, trade secret, and other proprietary rights therein. To that end, each such Party shall require its employees to assign all inventions thus conceived or reduced to practice to such Party, so as to permit the filing, prosecution, and maintenance of any necessary patent applications regarding such inventions. Each Party whose employees participated in such conception or reduction to practice (hereinafter, a “Inventing Party”) shall share equally in all costs related to obtaining and maintaining any such patents or Intellectual Property rights, including any costs related to preparation and prosecution of applications, annual taxes or annuities, or the litigation of the patentability, validity, or enforceability of any such patents in any and all countries. If at any time, an Inventing Party declines to share in the costs described above, the Inventing Party so declining shall assign its ownership rights in the Intellectual Property to the other Inventing Parties; subject however to the retention of a fully-paid, non-exclusive, non-assignable license, in favor of the relinquishing Inventing Party and its subsidiaries, to make, have made, use, lease, sell or otherwise dispose of apparatus or practice methods under the Intellectual Property rights.

The Parties shall establish a mutually agreeable procedure for determining inventorship and for determining which of the Parties are Inventing Parties with respect to Intellectual Property that is jointly conceived or reduced to practice during performance under this Agreement, which determinations shall be made in accordance with applicable U.S. law.

The Inventing Parties shall, with respect to patentable Intellectual Property that is jointly conceived or reduced to practice during performance under this Agreement, designate a Party to be responsible for filing a patent application (the “Filing Party”), subject to the sharing of costs as provided hereinabove. The Filing Party shall file an initial priority application and, within one (1) year of such filing, shall file an international application under the Patent Cooperation Treaty (PCT) claiming priority from such initial priority application and designating all available countries. The Filing Party shall provide draft patent application to the other Inventing Parties sufficiently in advance of filing for the other Inventing Parties to have the opportunity to comment thereon and shall take such comments into consideration in the application filed. The Filing Party shall also promptly furnish the other Inventing Parties with copies of all substantive communications between the Filing Party and applicable patent offices relating to such patent applications, and shall take the other Inventing Parties’ comments and suggestions into consideration when framing responses and submissions to such patent offices. The Filing Party shall timely inform the other Inventing Parties of any patent issuing or granting from a patent application file hereunder. The Filing Party shall also provide an annual summary of the status of each patent application filed hereunder and any patent issuing or granting therefrom, and shall, except as otherwise agreed among the Inventing Parties and subject to the sharing of costs as provided hereinabove, take all actions reasonably necessary to maintain said patent. No Party other than an Inventing Party shall have the right, express or implied, to make, use, sell, have made, export or import, products or processes incorporating such Intellectual Property, except as expressly provided herein or in any resulting subcontract between the Parties.

11.0 No License

Except as expressly provided herein or in any resulting subcontract between the Parties, no license to the other Party, under any trademark, trade secret, patent, copyright, other intellectual property rights, or applications which are now or may thereafter be owned by such Party, is either granted or implied by the conveying of information to that Party. None of the information which may be submitted or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by any Party to another with respect to the infringement of trademarks, trade secrets, patents, copyrights, other intellectual property rights or any right of privacy, or other rights of third persons.

12.0 Applicable Law

If this Agreement is issued pursuant to a U.S. Government prime contract, these terms and conditions shall be construed and applied in accordance with the Federal common law of Government contracts. To the extent that the Federal common law of Government contracts is not dispositive or this Agreement is not issued pursuant to a U.S. Government contract, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, excluding its choice of law rules. Each Party in the performance of this Agreement shall comply with applicable provisions of all United States, foreign, state and local laws and regulations promulgated thereunder including but not limited to U.S. export laws and regulations, and the U.S. Foreign Corrupt Practices Act as amended. Failure to effect compliance in all material respects of this Agreement shall be construed as a material breach under this Agreement.

13.0 Limitation of Liability

In no event shall any Party be liable to another Party for indirect, special, incidental or consequential damages arising out of or connected in any way with this Agreement.

14.0 Assignment

Neither this Agreement nor any rights or obligations of any Party hereunder shall be assigned or transferred by a Party without the prior written consent of the other Parties, which consent will not be unreasonably withheld; except that a Party may assign this Agreement to a corporation or entity controlling, controlled by or under common control with such Party.

15.0 Term and Termination

This Agreement shall commerce on the date of its signing by the last Party to sign (the Effective Date) and shall unless extended or terminated earlier, remain in effect until first to occur of any of the following:

a. Failure of the Parties to receive a contract for a Program Opportunity during the period of five (5) years following the Effective Date;

b. Notification by the Customer that any of the Parties is not an acceptable contractor or subcontractor for any Program Opportunity, in which case this Agreement shall terminate with respect to such Party for such Program Opportunity to which such notification relates but shall continue with respect to other Programs for such Party and shall also continue with respect to the remaining Parties;

c. Any of the Parties has been suspended or debarred from doing business with the U.S. Government and such suspension or debarment is not lifted within three (3) months, in which case this Agreement shall terminate with respect to such Party but shall continue with respect to the remaining Parties;

d. Unanimous written consent of the Parties;

e. Inability of Prime and any other Party, negotiating in good faith, to reach agreement on an appropriate subcontract in accordance with this Agreement, in which case this Agreement shall terminate with respect to such other Party for such Program Opportunities to which such subcontract relates but shall continue with respect to other Program Opportunities for such other Party and shall continue with respect to the remaining Parties;

f. In the event any Party is liquidated, placed in receivership or makes a general assignment for the benefit of creditors or has become insolvent in which case this Agreement shall terminate with respect to such Party but shall continue with respect to the remaining Parties;

g. Upon the expiration of sixty (60) days after the giving of written notice by the Prime or by the aggrieved Party, to any Party committing any breach of a material obligation under this Agreement, provided that the breaching Party has not cured said breach within such sixty (60) day period, in which case this Agreement shall terminate with respect to such Party but shall continue with respect to the remaining Parties;

h. Five (5) years after the Effective Date of this Agreement, or until three (3) years after completion of any contract, whichever is later; or

i. Ten (10) years after the Effective Date.

In the event that this Agreement is terminated as to a Party, such Party shall be free to pursue opportunities using its individual technical approach; however, if a Party is terminated pursuant to paragraph 15.0 g, such Party shall be free to pursue only technical solutions not using a Tiltrotor UAV during the term of this Agreement.

The provisions of Articles 10.0, 11.0, 13.0, and 18 .0 shall survive termination of this Agreement.

16.0 Publicity

Except as required by law or regulation, any news release, public announcements, advertisements released by any Party concerning this Agreement or any proposal or any resulting contract or subcontract, to be carried out hereunder, will be subject to prior written approval of each of the Parties.

17.0 Miscellaneous

a. The Parties acknowledge that there is no obligation on the part of the Parties to enter into a definitive contract / subcontract or to continue to maintain or pursue any business arrangement or relationship other than as described herein.

b. Each Party shall keep the others timely informed of activities of mutual interest undertaken in furtherance of this Agreement and shall devote the necessary personnel, resources and reasonable assistance to the others in the pursuit of the objectives of this Agreement.

c. Except as otherwise provided herein, the Parties agree that they will not compete independently or as a part of another team for Tiltrotor UAV work covered by a Program Opportunity during the term of this Agreement. Nothing in this Agreement shall be construed to restrict a Party from competing independently or as part of another team offering non-Tiltrotor UAV technology in response to a Program Opportunity. Nothing in this Agreement shall be construed to restrict any business unit of Lockheed Martin Corporation, other than its Lockheed Martin Aeronautics Company business unit, or any business unit of Textron Inc. (the corporate parent of Bell and Textron Systems), other than Bell and Textron Systems, from engaging in any business pursuit whatsoever.

d. Nothing in this Agreement shall be construed to prohibit a Party from offering for sale or from marketing and selling its products and services to any existing or future customers or markets including equipment, systems and services competitive with those planned to be pursued under this Agreement provided the obligations of the Parties under this Agreement are respected.

e. Each Party will designate in writing one or more individuals within their own organization as their representative(s) responsible to direct performance of the Parties’ necessary functions. Such representative(s) shall have the responsibility to effectuate the requirements and responsibilities of the Parties under this Agreement.

f. No Party shall during the term of this Agreement and for a period of one year after termination or expiration, solicit for employment any person(s) employed by the other Parties and working on the specific Programs contemplated by this Agreement without the advance written consent of the other Party. For the purposes of this Agreement, the term “solicit for employment” does not include the placement of advertisements for employment in publications of general circulation or other general solicitations for employment.

g. A waiver of any breach of any term, covenant or condition herein contained shall not be deemed to be a continuing waiver of any term, covenant or condition unless expressly so stated in writing.

h. This Agreement shall be executed in four originals, with one original being provided to each Party. A copy of an original shall have the same force and effect as an original for all purposes of this Agreement.

18.0 Disputes

If any dispute arises under this Agreement, the Parties shall make a good faith effort to resolve the dispute before taking any action. The Parties shall meet to discuss the dispute no later than 30 days after a Party gives written notice to the other Parties that such a dispute exists. Such meeting may be held telephonically if travel is impractical for the Parties. At such meeting, a senior representative of each Party who has authority to resolve the dispute shall be in attendance. No suit, arbitration or other proceeding may be commenced before the Parties have met pursuant to this provision unless immediate injunctive relief is being sought. Any disputes arising under this Agreement that are unable to be settled by the Parties pursuant to the above procedure shall be resolved in a court of appropriate jurisdiction located in the State of Texas.

19.0 Severability

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be constructed in all respects as if such invalid or unenforceable provision were omitted.

20.0 Force Majeure

No Party to this Agreement shall be responsible for delay or failure in performance under this Agreement caused by a Force Majeure event, which term shall include, without limitation, strikes, labor disturbances, lockouts, riots, epidemics, quarantines, wars or conditions of war, actions, inactions or regulations of the Government of the United States, fires, acts of nature, acts of terrorists, insurrections, embargoes or trade restrictions, delays or subcontractors or suppliers caused by a Force Majeure, or any other similar action beyond such Party’s reasonable ability to control.

21.0 Notices

Notices or demands required or permitted hereunder shall be given by mail, e-mail, courier service or electronic facsimile to the respective Parties at the addresses identified below, or at such address or addresses as the respective Parties may herein after designate:

If to Bell:	If to LM Aero:
Bell Helicopter Textron Inc.	Lockheed Martin Corporation
P.O. Box 482	Lockheed Martin Aeronautics Company
Fort Worth, TX 76101	Post Office Box 748, MZ 1524

Attn: Loretta Wheeler	Fort Worth, TX, USA 76101-0748
R&D Contracts	Attn: Mr. Rex M. Potter
Facsimile: (817) 280-8880	Facsimile: (817) 777-2115
Email: lwheeler@bellhelicopter.textron.com	Email: rex.m.potter@lmco.com
Telephone: (817) 280-7490	Telephone: (817) 777-1646

If to AAI:	If to Textron Systems:
AAI Corporation	Textron Systems Corporation
P.O. Box 126	201 Lowell Street
Hunt Valley, MD 21030-0126	Wilmington, MA 01887
Attn: Pete Mullowney	Attn: Carl Buzawa
Facsimile: (410) 628-3077	Facsimile: (978) 657-6913
Email: mullow@aaicorp.com	Email: cbuzawa@systems.textron.com
Telephone: (410) 628-3420	Telephone: (978) 657-1376

22.0 Entire Agreement

This Agreement is the complete and exclusive statement of the terms of this Agreement, and there are no prior or contemporaneous difference or additional agreements, oral or written, between the Parties, with the exception of the PIEAs cited above, pertaining to the subject addressed herein. This Agreement shall not be modified except by a subsequent written document signed by duly authorized representatives of the Parties. The rights and obligations of the Parties shall be limited to those expressly set forth herein.

IN RECOGNITION OF THE ABOVE, THE PARTIES HAVE CAUSED THIS BINDING AGREEMENT TO BE EXECUTED BY THEIR DULY AUTHORIZED REPRESENTATIVES.

BELL HELICOPTER TEXTRON INC.		LOCKHEED MARTIN CORPORATION Lockheed Martin Aeronautics Company

By:	/s/ Rudy C. Lopez	By:	/s/ Larry L. McQuien
Name:	Rudy C. Lopez	Name:	Larry L. McQuien
Title:	Dir – USG Contract Mgmt	Title:	Vice President – Business Ventures
Date:	21 Jul 04	Date:	21 July 2004


AAI CORPORATION		TEXTRON SYSTEMS CORPORATION

By:	/s/ Robert J. Peters	By:	/s/ Frank Tempesta
Name:	Robert J. Peters	Name:	Frank Tempesta
Title:	Vice President – Business Development	Title:	Executive Vice President
Date:	16 Aug 2004	Date:	22 July 04
	Originally signed 21 July 2004

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