Board of Directors -2- October 20, 1976 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. 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