ownership thereof. Utah will retain all of the outstanding shares of preferred stock of such uranium business upon which mandatory cumulative quarterly dividends equal to 85% of net after tax income for the previous quarter (but computed without taking account of any deduction for exploration expenses) are required to be declared and paid. Utah will also be entitled to any cash dividends declared on the common stock of such business. In connection with our review of the proposed divestiture of control of Utah's uranium business, we have studied the aforementioned Amendment, the Joint Proxy Statement description "UraniumDepartment of Justice Letter", the proposed Certificate of Incorporation of Lucky Mc Uranium Corporation and the proposed Voting Trust Agreement. We have not undertaken any independent verification of the contents of the Joint Proxy Statement or the Registration Statement except as stated herein. We have made such other analyses and examinations as we have deemed necessary. We have relied on the accuracy of the information furnished to us by GE, Utah and the Consultants. Based on the foregoing, we are of the opinion that the exchange ratio of 1.3 shares of GE Common Stock for each outstanding share of Utah Common Stock is fair and equitable to the share owners of GE from a financial point of view. Very truly yours, Morgan Stanley & Co. Incorporated By S. Parker Gilbert Managing Director 2 ANNEX IV 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; 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. ?