No arrangements were made by Utah for independent reports on or appraisals of any properties, assets or reserves of Utah or General Electric, and the consultants' reports enumerated in the letter of even date of Morgan Stanley & Co. Incorporated to General Electric were not available to us. We have relied on the accuracy (which we have not independently verified) of the Proxy Statement, and the other information furnished to us, or otherwise made available, by Utah and General Electric. On the basis of the foregoing, we are of the opinion that the exchange ratio referred to above is fair and equitable to the stockholders of Utah. This letter is furnished to you in connection with your consideration of the proposed reorganization, and is solely for your benefit in your evaluations thereof. We consent to the inclusion of a copy of this letter as an Annex to the Proxy Statement. Very truly yours, Lehman Brothers Incorporated By Robert McCabe Managing Director 2 ANNEX V DEAN WITTER & CO. Incorporated 45 Montgomery Street, San Francisco, Ca 94104 Telephone (415) 392-7211 October 20, 1976 Board of Directors, Utah International Inc., 550 California Street, San Francisco, California 94104 Gentlemen: We understand that Utah International Inc. ("Utah"), General Electric Company ("General Electric") and GESUB of Delaware, Inc. ("GESUB"), a wholly-owned subsidiary of General Electric, are parties to a plan of reorganization pursuant to which GESUB is to be merged into Utah and Utah is to become a wholly-owned subsidiary of General Electric, all on the terms and conditions set forth in the Agreement and Plan of Reorganization dated as of April 1, 1976, as amended as of August 13, 1976, and the related Agreement of Merger, such Agreement and Plan of Reorganization as so amended and Agreement of Merger being attached to the Joint Proxy Statement of Utah and General Electric relating to the merger (the "Proxy Statement"). As set forth in the Proxy Statement, Utah stockholders are to receive 1.3 shares of General Electric Common Stock in exchange for each share of Utah Common Stock upon consummation of the proposed reorganization. You have asked us whether, in our opinion, this exchange ratio is fair and equitable to the stockholders of Utah. In connection with our review of the proposed reorganization, Utah and General Electric have furnished us information concerning their respective businesses and operations, including copies of the Proxy Statement, and we have read financial and operating data with respect to Utah and General Electric available in published sources. We also have had discussions with the managements of Utah and General Electric with respect to the foregoing, and we have visited certain facilities of Utah. Our review also included consideration of the following: 1. The audited financial statements and the unaudited operating results of Utah and General Electric, as set forth in the Proxy Statement; 2. The business, operations and general prospects of Utah and General Electric, as set forth in the Proxy Statement and as discussed by their respective managements; 3. The comparative per share data, and the pro forma financial effects of the proposed reorganization, as set forth in the Proxy Statement; 4. The reported price ranges of the Common Stocks of Utah and General Electric from 1971 to the present; and 5. Such other financial studies, analyses and investigations as we deemed necessary.