To: E. W. Littlefield From: G. J. Hartnett, Jr. 10 December 1976 Page 2 3. You indicate that General Electric is an outstanding company This is certainly correct for its employees and its customers. It is incorrect for its shareholders, and it is the shareholdings we are concerned about. Over the past sixteen years, General Electric has returned about 3% per year in growth and dividends. The average of all shares listed on the HYSE is about 9%, comprised of 6% growth and 3% dividends. Utahs own record is immeasurably better than this. 4. You point to the higher dividend available to Utah shareholders as a reason for supporting this merger. Obviously, anyone interested in dividend income would not be a holder of either Utah or General Electric shares. The dividends available from well-managed gas and electric utilities are significantly higher. 5. The merger of Utah into General Electric will destroy the future growth potentially available to current Utah shareholders, with Utah operating as an independent company. Any future growth that Utah may enjoy would be overwhelmed by the historic lack of growth that General Electric shares have displayed. 6. You give no sound reason why Utah needs General Electric. You allude to the potential problem in Australia and concentration of business and markets. However, all recent indications are that the situation in Australia is significantly improving. Further, in my judgment, it is only a matter of time until the Japanese economy returns to the normal expansionist position. To summarize, you and the other directors of Utah are enthusiastically recommending that Utah cease to exist as a separate company. Based on the above, I cannot share your enthusiasm. Accordingly, I am voting against the merger and request that you and the other directors reconsider the recommendations to the rest of the shareholders. Sincerely, George J. Hartnett, Jr. GJH: jm