(b) Each holder of an outstanding certificate or certificates theretofore representing shares of GE Subsidiary Common Stock shall be entitled, upon surrender of such certificate or certificates to Utah, to receive therefor a certificate or certificates representing the number of full shares of Utah Common Stock into which the shares of GE Subsidiary Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as aforesaid. Until so surrendered, each such outstanding certificate which prior to the effective time of the Merger represented shares of GE Subsidiary Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of shares of Utah Common Stock into which such shares of GE Subsidiary Common Stock shall have been so converted. (c) If any certificate for GE Common Stock is to be issued in a name other than that in which the certificate for Utah Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of such GE Common Stock in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (d) Neither certificates nor scrip for fractional shares of GE Common Stock will be issued but until the close of business on the 60th day after the effective time of the Merger any holder of Utah Common Stock may, through the Exchange Agent and upon due surrender of his certificate or certificates representing Utah Common Stock outstanding immediately prior to the effective time of the Merger, elect to purchase any additional fractional share interest required to make up a full share of such GE Common Stock or sell any fractional share interest to which he is entitled. During such 60-day period such purchases and sales will be made by the Exchange Agent, and the holders electing to purchase the additional fractional share interest will be required to pay to the Exchange Agent the purchase price thereof upon being billed therefor by the Exchange Agent. After the expiration of such period the Exchange Agent will sell, for the account of the holders of such fractional share interests who have not duly surrendered stock certificates, shares of GE Common Stock equivalent to the aggregate of such fractional share interests then outstanding. The Exchange Agent will thereafter, subject to any applicable abandoned property or similar law, until six years after the effective time of the Merger, pay to such holders upon due surrender of their certificates representing Utah Common Stock their pro rata proceeds of any such sale, without interest. Any balance of such proceeds and any amounts paid to the Exchange Agent in respect of GE Common Stock issued in the Merger, for which certificates representing Utah Common Stock outstanding immediately prior to the effective time of the Merger shall not have been duly surrendered by the expiration of such six year period, will, together with any interest thereon, be paid over to GE as soon as practicable after the expiration of such period, subject to any applicable abandoned property or similar law. In connection with the aforementioned purchases and sales of fractional share interests, buying and selling orders may be offset, but the prices at which offsets shall be made shall be determined by New York Stock Exchange market transactions. The fee of the Exchange Agent shall be paid by the Surviving Corporation but the expenses of the Exchange Agent (including any brokerage commissions) incidental to the purchase and sale of fractional share interests shall be borne by those holders of Utah Common Stock outstanding immediately prior to the effective time of the Merger who are entitled to a fractional share interest. ARTICLE VI Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of Utah shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of GE Subsidiary shall be merged into Utah and Utah shall, as the Surviving Corporation, be fully vested therewith. At the effective time of the Merger, the separate existence of GE Subsidiary shall cease and in accordance with the terms of this Agreement the Surviving Corporation shall possess all the rights, privileges, powers and franchises as well of a public as of a private 4 nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, including stock subscriptions, and all other things in action and all and every other interest of or belonging to or due to each of such corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate or interest therein, vested by deed or otherwise in either of such corporations, shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Constituent Corporations, and any claim existing or action or proceeding pending by or against either of said Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the Merger, and all debts, liabilities and duties of each of said Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. ARTICLE VII From time to time, as and when requested by the Surviving Corporation, or by its successors or assigns, GE Subsidiary shall execute and deliver or cause to be executed and delivered all such other instruments, and shall take or cause to be taken all such further or other actions, as the Surviving Corporation, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation and its successors and assigns, title to and possession of all the property, rights, privileges, powers and franchises referred to in Article VI hereof and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII For the convenience of the parties hereto and to facilitate the filing and recording of this Agreement, counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument. In Witness Whereof, each of the Constituent Corporations has caused this Agreement to be signed in its corporate name by its Chairman, attested by its Secretary, and its corporate seal to be affixed hereto, all as of the date first above written. (Corporate Seal) GESUB of Delaware, Inc. Attest: ..................... By................................................................................ Secretary Chairman (Corporate Seal) Utah International Inc. Attest: ..................... By............................................................................... Secretary Chairman 5