Lehman Brothers Incorporated 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