For good and valuable consideration, including, without limitation, the execution and delivery by General Electric Company ("GE") of the foregoing Agreement and Plan of Reorganization (the "Agreement"), each of the undersigned hereby agrees that he will execute and deliver to GE a letter substantially in the form of Exhibit B to the Agreement and that all shares of Common Stock of Utah International Inc. owned by him or which he has the right to vote will be voted in favor of the merger referred to in the foregoing Agreement unless at the time of such vote there has occurred any material adverse change since December 31, 1975, in the business, properties, results of operations or business or financial condition of GE and its subsidiaries considered as a whole, and each of the undersigned shall be entitled to obtain from GE an appropriate certification as to such matter as of the date of such vote. Val A. Browning Marriner S. Eccles Val A. Browning Marriner S. Eccles Thomas D. Dee II William R. Kimball Thomas D. Dee II William R. Kimball George S. Eccles E. W. Littlefield George S. Eccles E. W. Littlefield Paul L. Wattis, Jr. Paul L. Wattis, Jr. 28 EXHIBIT A AGREEMENT OF MERGER AGREEMENT OF MERGER, dated as of , 1976, by and between GESUB of Delaware, Inc., a Delaware corporation ("GE Subsidiary"), and Utah International Inc., a Delaware corporation ("Utah"), said corporations being hereinafter collectively referred to as the "Constituent Corporations" WITNESSETH: Whereas, GE Subsidiary, Utah and General Electric Company, a New York corporation ("GE"), have entered into an Agreement and Plan of Reorganization, dated as of April 1, 1976 (the "Reorganization Agreement"), providing, among other things, for the execution, acknowledgment and filing of this Agreement and the merger of GE Subsidiary with and into Utah upon the terms set forth in the Reorganization Agreement and this Agreement; and Whereas, the respective Boards of Directors of each of the Constituent Corporations and GE deem it advisable and in the best interest of each of such corporations and their respective stockholders that GE Subsidiary be merged with and into Utah in the manner contemplated herein and in the Reorganization Agreement, have adopted resolutions approving this Agreement and the Reorganization Agreement and have recommended that the merger of GE Subsidiary with and into Utah (the "Merger") be approved, and that this Agreement and the Reorganization Agreement be approved and adopted, by the stockholders of their respective corporations; Now, Therefore, in consideration of the premises and the mutual covenants and agreements herein contained, and for the purpose of stating the terms and conditions of the Merger, the mode of carrying the same into effect, the manner of converting the shares of Common Stock, par value $2 per share, of GE Subsidiary ("GE Subsidiary Common Stock") issued and outstanding immediately prior to the effective time of the Merger into shares of Common Stock, par value $2 per share, of Utah ("Utah Common Stock"), the manner of exchanging the shares of Utah Common Stock issued and outstanding immediately prior to the effective time of the Merger for shares of Common Stock, par value $2.50 per share, of GE ("GE Common Stock"), and such other details and provisions as are deemed desirable, the parties hereto have agreed, and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I In accordance with the provisions of the law of the State of Delaware, GE Subsidiary shall be merged with and into Utah, which shall be, and is herein sometimes referred to as, the "Surviving Corporation". ARTICLE II The Merger shall become effective, following the filing of this Agreement by the Secretary of State of the State of Delaware pursuant to Sections 251 and 103 of the General Corporation Law of the State of Delaware, at on . The time when the Merger becomes effective shall be the "effective time of the Merger" referred to in this Agreement. ARTICLE III (a) At the effective time of the Merger the Certificate of Incorporation of Utah shall be amended so as to change the total number of shares of stock of all classes which the Surviving Corporation has authority to issue to 500 shares of common stock of the par value of $2 per share, and, as so amended, shall become the Certificate of Incorporation of the Surviving Corporation. Article Fourth of said Certificate of Incorporation is hereby amended to read as follows: "Fourth. The total number of shares of stock which the corporation has authority to issue is 500 shares, par value $2 per share, having an aggregate par value of $1,000, and being all of one class