Strader Frederick M – ‘4’ for 3/21/05 re: United Industrial Corp./DE – ‘EX-24’

On:  Tuesday, 3/22/05, at 1:58pm ET   ·   For:  3/21/05   ·   As:  Officer   ·   Accession #:  1179110-5-6345   ·   File #:  1-04252

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      6K 
                Securities by an Insider -- edgar.xml/2.2                        
 2: EX-24       Power of Attorney                                      3±    10K 

‘EX-24’   —   Power of Attorney

FREDERICK M. STRADER                      

LIMITED POWER OF ATTORNEY FOR                   
SECTION 16 REPORTING OBLIGATIONS                    

Know all by these presents, that the undersigned                      
hereby makes, constitutes and appoints each of Lara L.                          
Hjortsberg and Cynthia A. Eaton, acting individually,                           
as the undersigned's true and lawful attorney-in-fact,                          
with full power and authority as hereinafter described                          
on behalf of and in the name, place and stead of the                            
undersigned to:                                                                 

(1)  prepare, execute, acknowledge, deliver and                       
file Forms 4 and 5 (including any amendments thereto)                           
with respect to the securities of United Industrial                             
Corporation, a Delaware corporation (the "Company"),                            
with the United States Securities and Exchange                                  
Commission, any national securities exchanges and the                           
Company, as considered necessary or advisable under                             
Section 16(a) of the Securities Exchange Act of 1934                            
and the rules and regulations promulgated there under,                          
as amended from time to time (the "Exchange Act");                              

(2)  seek or obtain, as the undersigned's                             
representative and on the undersigned's behalf,                                 
information on transactions in the Company's                                    
securities from any third party, including brokers,                             
employee benefit plan administrators and trustees, and                          
the undersigned hereby authorizes any such person to                            
release any such information to the undersigned and                             
approves and ratifies any such release of information;                          
and                                                                             

(3)  perform any and all other acts which in the                      
discretion of such attorney- in-fact are necessary or                           
desirable for and on behalf of the undersigned in                               
connection with the foregoing.                                                  

The undersigned acknowledges that:                                    

(1)  this Power of Attorney authorizes, but does                      
not require, each such attorney-in-fact to act in                               
their discretion on information provided to such                                
attorney-in- fact without independent verification of                           
such information;                                                               

(2)  any documents prepared and/or executed by                        
either such attorney-in-fact on behalf of the                                   
undersigned pursuant to this Power of Attorney will be                          
in such form and will contain such information and                              
disclosure as such attorney-in-fact, in his or her                              
discretion, deems necessary or desirable;                                       

(3)  neither the Company nor either of such                           
attorneys-in-fact assumes (i) any liability for the                             
undersigned's responsibility to comply with the                                 
requirement of the Exchange Act, (ii) any liability of                          
the undersigned for any failure to comply with such                             
requirements, or (iii) any obligation or liability of                           
the undersigned for profit disgorgement under Section                           
16(b) of the Exchange Act; and                                                  

(4)  this Power of Attorney does not relieve the                      
undersigned from responsibility for compliance with                             
the undersigned's obligations under the Exchange Act,                           
including without limitation the reporting                                      
requirements under Section 16 of the Exchange Act.                              

The undersigned hereby gives and grants each of                       
the foregoing attorneys-in-fact full power and                                  
authority to do and perform all and every act and                               
thing whatsoever requisite, necessary or appropriate                            
to be done in and about the foregoing matters as fully                          
to all intents and purposes as the undersigned might                            
or could do if present, hereby ratifying all that each                          
such attorney-in-fact of, for and on behalf of the                              
undersigned, shall lawfully do or cause to be done by                           
virtue of this Limited Power of Attorney.                                       

This Limited Power of Attorney shall remain in                        
full force and effect until revoked by the undersigned                          
in a signed writing delivered to each such attorney-                            
in-fact.                                                                        

IN WITNESS WHEREOF, the undersigned has caused                        
this Limited Power of Attorney to be executed as of                             
this 10th day of June, 2004.                                                    

FREDERICK M. STRADER                                                            

/s/ Frederick M. Strader                                                        
Signature                                                                       

STATE OF MARYLAND        )                                                      
)                             
COUNTY OF BALTIMORE      )                                                      

On this 10th day of June, 2004, Frederick M. Strader                            
personally appeared before me, and acknowledged that                            
s/he executed the foregoing instrument for the                                  
purposes therein contained.                                                     

IN WITNESS WHEREOF, I have hereunto set my hand and                             
official seal.                                                                  

/s/ Cynthia A. Eaton                                                            
Notary Public  Commissioned as Cynthia A. Sibley                                

My Commission Expires:                                                          
Cynthia A. Sibley, Notary Public                                                
Baltimore County                                                                
State of Maryland                                                               
My Commission Expires Oct. 24, 2004                                             

2                                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘4’ Filing		Date		Other Filings
Filed on:		3/22/05
For Period end:		3/21/05		4/A
		10/24/04
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