EXHIBIT B Date: , 1976 General Electric Company 3135 Easton Turnpike Fairfield, Conn. 06431 Gentlemen: I have been advised that I may be deemed an "affiliate" as defined in paragraph (a) of Rule 144 of the Rules and Regulations of the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Act"), of Utah International Inc., a Delaware corporation ("Utah"), and might have been deemed such at the time the merger of GESUB of Delaware, Inc. with and into Utah (the "Merger") was submitted for vote of the stockholders of Utah. Pursuant to the Merger, I will acquire shares of the common stock, par value $2.50 per share (the "Shares"), of General Electric Company, a New York corporation ("GE"). I agree that I shall not make any sale, transfer or other disposition of the Shares in violation of the Act or the rules and regulations promulgated thereunder by the SEC, and I further agree that I will not sell, transfer or otherwise dispose of any Shares (except by way of contribution to a bona fide charitable institution or to a charitable trust over which I have no control) until after such time as results covering at least 30 days of combined operations of GE and Utah have been published by GE. I have been advised that the issuance of the Shares to me pursuant to the Merger has been registered under the Act on a registration statement on SEC Form S-14. However, I have also been advised that since at the effective time of the Merger I was deemed an "affiliate" of Utah any public offering or sale by me of any of the Shares will, under current law, require either (i) the further registration under the Act of the Shares to be sold or (ii) compliance with Rule 145 promulgated under the Act or (iii) the availability of another exemption from such registration. I represent and warrant to GE that: 1. I have carefully read this letter and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of the Shares, to the extent I felt necessary, with my counsel or counsel for Utah. 2. I have carefully read the aforementioned Agreement and Plan of Reorganization and discussed its requirements and its impact upon my ability to sell, transfer or otherwise dispose of the Shares, to the extent I felt necessary, with my counsel or counsel for Utah. 3. I have been informed by GE that the distribution by me of the Shares has not been registered under the Act and that the Shares must be held by me indefinitely unless (i) such distribution of the Shares has been registered under the Act, (ii) a sale of the Shares is made in conformity with the volume and other applicable limitations of Rule 144 promulgated by the SEC under the Act, or (iii) some other exemption from registration is available with respect to any such proposed sale, transfer or other disposition of the Shares. 4. I understand that GE is under no obligation to register the sale, transfer or other disposition of the Shares by me or on my behalf or to take any other action necessary in order to make compliance with an exemption from registration available. 5. I also understand that stop transfer instructions will be given to GE's transfer agents with respect to the Shares and that there will be placed on the certificates for the Shares, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933, as amended (the "Act"), applies and may only be sold in compliance with applicable requirements of Rule 144 promulgated under the Act or sold or otherwise transferred pursuant to a registration statement under the Act or an exemption from such registration." Very truly yours, ANNEX II AMENDMENT, dated as of August 13, 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 GE, GE Subsidiary and Utah are parties to an Agreement and Plan of Reorganization, dated as of April 1, 1976 (the "Agreement") providing among other things for the merger of GE Subsidiary with and into Utah (the "Merger"); and Whereas GE, GE Subsidiary and Utah now desire to amend the Agreement as hereinafter provided; Now, Therefore, in consideration of the promises and of the mutual agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows: 1. At or before the mailing of proxy material concerning the Merger to the respective shareholders of GE and Utah, Utah shall transfer all of the assets of its uranium business to a subsidiary incorporated under the laws of the State of Delaware (the "Uranium Subsidiary"), and the Uranium Subsidiary shall at such time assume the liabilities of Utah's uranium business. The Uranium Subsidiary shall be formed for the sole purpose of engaging in the uranium business, provided, that the Uranium Subsidiary shall be prohibited from selling or otherwise transferring any uranium to GE or any person who is an Affiliate (as hereinafter defined) of GE. Its authorized capital stock shall consist of 1,000 shares of common stock having general voting rights (including the unqualified right to elect all directors) and 500 shares of cumulative convertible preferred stock which shall have priority as to dividends and dissolution and special rights granting holders thereof veto power with respect to (a) amendment of the Certificate of Incorporation of the Uranium Subsidiary, (b) creation of long term debt aggregating in excess of one-third of the shareowners' equity in the Uranium Subsidiary (less all cumulated but unpaid preferred stock dividends), (c) the sale, lease or disposition of (i) real estate, mineral leases or mining concessions or (ii) in any one twelve month period (otherwise than in the ordinary course of business) assets having a net book value in excess of $1,000,000, (d) distributions to stockholders of other than cash dividends, (e) mergers, consolidations, dissolution and liquidation, (f) owning directly or indirectly any equity securities of any other corporation except for equity securities in which Utah's uranium business had an interest on the date of incorporation of the Uranium Subsidiary, (g) entering into partnerships or joint ventures other than uranium joint ventures in which Utah had an interest on the date of incorporation of the Uranium Subsidiary and arrangements in the ordinary course of business with owners of uranium properties contiguous to those of the Corporation, and (h) entering into agreements which limit the authority of the Uranium Subsidiary to declare and pay dividends on the preferred stock or which would be breached by such declaration or payment. All 500 shares of such preferred stock and 500 shares of such common stock shall be issued to Utah. The holders of common stock shall also be required to give approval for any of the foregoing actions. The preferred stock shall be convertible at the option of the holder into common stock on a share for share basis, but the resulting common shares, if issuable to GE or a GE Affiliate, would have to be deposited forthwith under the Voting Trust Agreement referred to below. The 500 shares of authorized but unissued common stock shall not be issuable except upon conversion of preferred shares. 2. At the effective time of the Merger Utah shall deliver to the Voting Trustees under and pursuant to a Voting Trust Agreement meeting the requirements of Section 218 of the General Corporation Law of the State of Delaware, all shares of common stock of the Uranium Subsidiary. The Voting Trust Agreement shall provide, among other things, that in periodically evaluating the