ANNEX I AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of April 1, 1976, by and among General Electric Company, a New York corporation ("GE"), GESUB of Delaware, Inc., a Delaware corporation ("GE Subsidiary"), and Utah International Inc., a Delaware corporation ("Utah"). WITNESSETH: Whereas, all of the outstanding capital stock of GE Subsidiary is owned by GE; and Whereas, the Boards of Directors of GE, GE Subsidiary and Utah, respectively, deem it advisable and in the best interests of GE, GE Subsidiary and Utah and their respective stockholders that GE Subsidiary merge with and into Utah pursuant to this Agreement and an agreement of merger (the "Agreement of Merger") between GE Subsidiary and Utah substantially in the form of Exhibit A attached hereto; and Whereas, GE Subsidiary and Utah propose to enter into the Agreement of Merger which provides, among other things, for the merger of GE Subsidiary with and into Utah (the "Merger"), the conversion of the shares of GE Subsidiary's common stock, par value $2 per share ("GE Subsidiary Common Stock"), issued and outstanding immediately prior to the effective time of the Merger into shares of Utah's Common Stock, par value $2 per share ("Utah Common Stock"), and the exchange of each share of Utah Common Stock issued and outstanding immediately prior to the effective time of the Merger into shares of GE Common Stock, par value $2.50 per share ("GE Common Stock"), all as more fully described in the Agreement of Merger; and Whereas, the Boards of Directors of GE, GE Subsidiary and Utah, respectively, have approved and adopted this Agreement and the Agreement of Merger as a plan of reorganization within the provisions of the Internal Revenue Code of 1954, as amended (the "Code"); Now, Therefore, in consideration of the premises and of the mutual agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows: ARTICLE I The Merger Subject to Article V of this Agreement, the Agreement of Merger shall be executed and acknowledged by each of GE Subsidiary and Utah and delivered to the Secretary of State of the State of Delaware for filing as provided in Sections 251 and 103 of the General Corporation Law of the State of Delaware on the fifth business day (no Saturday, Sunday or legal holiday in New York, California or Delaware being deemed to be a business day) following the day on which the last of the stockholder approvals referred to in Section 2 of Article IV hereof shall have been obtained, or such earlier or later date as may be mutually agreed to by GE and Utah. The time of the delivery to the Secretary of State pursuant to the preceding sentence is herein referred to as the "Time of Filing." The "effective time of the Merger" shall be the time to be specified in the Agreement of Merger at the Time of Filing. At the effective time of the Merger, the separate existence of GE Subsidiary shall cease and GE Subsidiary shall be merged with and into Utah. GE Subsidiary and Utah are hereinafter sometimes referred to as the "Constituent Corporations" and Utah, the party to the Merger surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation." GE agrees as at the effective time of the Merger to issue shares of GE Common Stock to the extent set forth in, and in accordance with the terms of, the Agreement of Merger. The exchange ratio of 1.3 shares of GE Common Stock for each share of Utah Common Stock outstanding immediately prior to the effective time of the Merger, as set forth in the first sentence of paragraph (1 )(a) of Article V of the