MORGAN STANLEY & CO. ANNEX III Incorporated 1251 Avenue of the Americas New York, N. Y. 10020 October 20, 1976 Board of Directors General Electric Company 3135 Easton Turnpike Fairfield, Connecticut 06431 Dear Sirs: General Electric Company ("GE") proposes to acquire Utah International Inc. ("Utah") in exchange for shares of GE Common Stock, par value $2.50 per share ("GE Common Stock"). The terms of the proposed transaction are set forth in an Agreement and Plan of Reorganization among GE, GESUB of Delaware, Inc. ("GE Subsidiary"), and Utah dated as of April 1, 1976; an Amendment to the Agreement and Plan of Reorganization dated as of August 13, 1976; and an Agreement of Merger between GE Subsidiary and Utah, copies of which agreements are attached as Annex I, Annex II and Exhibit A to Annex I, respectively, to the Joint Proxy Statement relating to the merger. You have asked for our opinion as to whether the exchange ratio of 1.3 shares of GE Common Stock for each outstanding share of Utah Common Stock, par value $2.00 per share ("Utah Common Stock"), is fair and equitable to the share owners of GE from a financial point of view. In connection with our review of the proposed transaction we have studied, among other things, the effect of the merger on GE's earnings, cash-flow, dividends and book value, both in the aggregate and on a per share basis. We have studied the consolidated financial statements for recent years and interim periods to date and other relevant financial and operating data of GE and Utah available from published sources and from internal records of the companies, and we have also analyzed published information of certain other companies and have compared GE and Utah from a financial point of view with these other companies. We have also reviewed the respective market price ranges of the shares of Common Stock of GE and Utah from 1970 to date. We have discussed the businesses and prospects of GE and Utah with certain of their respective officers and we have visited certain of the respective facilities of GE and Utah. We have considered reports of the following independent consultants retained by GE and approved by us (the "Consultants") to examine the operations of Utah listed below: Consultant Subject of Examination John T. Boyd Company.................................. Coal reserves and mining operations located in New Mexico and Colorado; and Queensland, Australia Keplinger and Associates, Inc......................... Oil and gas reserves of Ladd Petroleum Corporation Kibbe and Associates...................................... Uranium reserves, mining and milling operations located at Gas Hills and Shirley Basin, Wyoming Arthur G. McKee & Company....................... Iron ore mining operations at Cedar City, Utah; Mount Goldsworthy in Australia; Waipipi Project in New Zealand; and Samarco Project in Brazil Pillar-Lowell and Associates........................... Copper ore reserves, operations and economics of the Island Copper Mine, British Columbia, Canada Total Transportation, Inc................................ Shipping interests of Utah and Marcona Corporation Harry J. Winters, Jr., P.E................................ Cyprus Pima copper reserves, mine and mill located south of Tucson, Arizona We have read the Joint Proxy Statement and the Registration Statement of GE relating to this merger which GE is filing with the Securities and Exchange Commission and have relied on the information contained therein. We have reviewed the Amendment to the Agreement and Plan of Reorganization dated as of August 13, 1976 (the "Amendment"). GE and Utah have agreed by the Amendment to divest themselves of control of Utah's entire uranium business until the year 2000 while retaining the beneficial