0001104659-07-073757 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among TEXTRON INC., MARCO ACQUISITION SUB INC. and UNITED INDUSTRIAL CORPORATION October 7, 2007

Merger Agreement • October 9th, 2007 • Textron Inc • Aircraft & parts • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 9th, 2007
• Company
  Textron Inc
• Industry
  Aircraft & parts
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 7, 2007 by and among Textron Inc., a Delaware corporation (“Parent”), Marco Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and United Industrial Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in ARTICLE X.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • October 9th, 2007 • Textron Inc • Aircraft & parts • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  October 9th, 2007
• Company
  Textron Inc
• Industry
  Aircraft & parts
• Jurisdiction
  Delaware

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”).