X0202 4 2007-11-30 1 0000101271 UNITED INDUSTRIAL CORP /DE/ UIC 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 0 Option (right to buy) 15.66 2007-11-30 4 D 0 15000 65.34 D 2011-05-08 Common Stock, $1.00 par value per share 15000 0 D Option (right to buy) 21.90 2007-11-30 4 D 0 15000 59.10 D 2014-06-10 Common Stock, $1.00 par value per share 15000 0 D Option (right to buy) 48.70 2007-11-30 4 D 0 5000 32.30 D 2016-05-18 Common Stock, $1.00 par value per share 5000 0 D Option (right to buy) 61.15 2007-11-30 4 D 0 5000 19.85 D 2017-05-18 Common Stock, $1.00 par value per share 5000 0 D This option, which provided for vesting in three equal annual installments beginning May 8, 2001, was cancelled by resolution of the Board of Directors of the Issuer in anticipation of the consummation of the Agreement and Plan of Merger, dated as of October 7, 2007, by and among Marco Acquisition Sub Inc. ("Marco"), Textron Inc. and the Issuer (the "Merger Agreement"), in exchange for a cash payment of $980,100, representing the difference between the full exercise price of the option and the $81.00 per share price offered to shareholders (the "Offer Price") in connection with the tender offer by Marco to purchase all of the outstanding common stock of the Issuer (the "Tender Offer"). This option, which provided for vesting in three equal annual installments beginning June 10, 2004, was cancelled by resolution of the Board of Directors of the Issuer in anticipation of the consummation of the Merger Agreement, in exchange for a cash payment of $886,500, representing the difference between the full exercise price of the option and the Offer Price. This option, which provided for vesting in a single installment on May 18, 2007, was cancelled by resolution of the Board of Directors of the Issuer in anticipation of the consummation of the Merger Agreement, in exchange for a cash payment of $161,500, representing the difference between the full exercise price of the option and the Offer Price. This option, which became fully exercisable on November 14, 2007 as a result of the "Change in Control" (as defined under the Issuer's 2006 Long Term Incentive Plan) that occurred upon the consummation of the Tender Offer, was cancelled by resolution of the Board of Directors of the Issuer in anticipation of the consummation of the Merger Agreement, in exchange for a cash payment of $99,250, representing the difference between the full exercise price of the option and the Offer Price. By: /s/ Lauren Isenman, as Attorney in Fact for Warren G. Lichtenstein 2007-12-04