3 - Q. Had you discussed the exchange ratio with Al Way? A. No, I didn't get into that negotiation. That responsibility was for the Chief Executives, Jones & EWL. Our investment bankers were advised of the proposed exchange ratio before the announcement. Q. I don't understand the role of the investment banker at this stage? A. In our case they reviewed the exchange terms in the light of past mergers & advised whether they would be in a position to go forward with a detailed analysis once the proposed merger was announced. Q. But the ratio was already negotiated? A. Yes. That's true but I think it is important to remember that the exchange ratio first has to be negotiated by the judgment of the businessmen involved -- then, the bankers' studies and opinions follow. The merger agreement was subject to receipt of favorable bankers' opinions & the merger would probably be changed or called off if their reviews could not support the proposed exchange ratio. One of the important reasons for not including more people in the early stages, of course, was security. The extended investigation conducted by task forces can be done only after a public announcement. Q. This sounds like a dumb question, but where did the GE stock come from? A. GE issued new stock into a subsidiary (GE SUB) with which we merged so that Utah was the surviving subsidiary. (JTC explained reverse merger idea). Q. The reason was to keep the Utah identity? A. Yes. Q. The initial reaction by most of the employees was one of shock? A. Yes, that's unfortunate of course in many respects, but the passage of time has helped. By the time the merger closed we had a very good feeling about our future because GE management was telling us things that we wanted to hear and that's the way things have been going. Q. How long do you think you will continue to be autonomous? A. I don't know, but I do have confidence that it will continue. Of course we must