
<PAGE>

                                                                  EXHIBIT (d)(3)










                    AMENDED AND RESTATED DEED OF UNDERTAKING

                                     BETWEEN





                             CHARLES WARREN FERGUSON





                                       AND





                         GE POWER SYSTEMS EQUITIES, INC.





                                SLAUGHTER AND MAY
                              35 BASINGHALL STREET
                                 LONDON EC2V 5DB
                                      CWYU


<PAGE>

THIS DEED is dated 17th August, 2000

BETWEEN:


(1)   Charles Warren Ferguson (the "VENDOR"), of 2404 Rock Creek Drive,
      Kerrville, Texas, USA, 78028; and


(2)   GE Power Systems Equities, Inc. (the "PURCHASER"), a Delaware corporation.


WHEREAS

(A)   The Purchaser proposes to make the Offer to purchase the whole of the
share capital of the Company, issued and to be issued.

(B)   The Vendor has agreed to accept the Offer in respect of the Committed
Shares.

(C)   The Vendor has agreed to make certain payments to the Purchaser if the
Acquisition Agreement is terminated in certain circumstances and the Vendor
sells or otherwise disposes of the Committed Shares pursuant to an Acquisition
Proposal.

THE PARTIES AGREE THAT:

1.    INTERPRETATION

1.1   DEFINITIONS

      In this Deed, except where the context otherwise requires:

      "ACQUISITION   AGREEMENT"   means  the  agreement  of  even  date
      between Parent and the Company relating to the Offer;

      "ACQUISITION  PROPOSAL"  has  the  meaning  given  to it  in  the
      Acquisition Agreement;

      "BUSINESS DAY" means a day, other than a Saturday or Sunday, on which
      banks are open for ordinary banking business in London;

      "CITY CODE" means The City Code on Takeovers and Mergers;

      "COMMITTED OPTIONS" means the options to subscribe Ordinary Shares of the
      Company, particulars of which are set out in Part 2 of Schedule 1 and
      includes the Ordinary Shares and/or American Depositary Shares of the
      Company issued on exercise of such options and any Ordinary Shares and/or
      American Depositary Shares of the Company attributable to or deriving from
      such securities;

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                                       2

      "COMMITTED SHARES" means the Ordinary Shares and/or American Depositary
      Shares of the Company particulars of which are set out in Part 1 of
      Schedule 1 and shall include any Ordinary Shares and/or American
      Depositary Shares of the Company attributable to or deriving from such
      securities;

      "COMPANY" means Smallworldwide plc, a public company registered in England
      & Wales with registered number 2292791 and having its registered address
      at Elizabeth House, 1 High Street, Chesterton, Cambridge, Cambridgeshire
      CB4 1WR;

      "CONNECTED PERSON" means in relation to the Vendor any person who would be
      treated as connected with such Vendor pursuant to section 346 of the
      Companies Act 1985 if such Vendor was a director of a company incorporate
      under that Act;

      "MAXIMUM ACCOUNTING AMOUNT" means $305,623;

      "OFFER" means the proposed offer by the Purchaser for the shares of the
      Company described in the Press Announcement;

      "OFFER PRICE" means $20 per Ordinary Share or American Depositary Share of
      the Company;

      "PARENT" means General Electric Company;

      "PRESS ANNOUNCEMENT" means the press announcement containing details of
      the Offer which the Purchaser and the Company propose to release on the
      date of this Deed, a draft of which is attached to this Deed;

      "ROLL-OVER PROPOSAL" means the proposal to be made by the Purchaser to
      holders of options to roll-over their options into options over shares
      issued by the Parent, as described in more detail in Schedule 2;

      "WARRANTIES" means the undertakings, representations, warranties,
      confirmations and other obligations set out in Clause 4.

1.2   CONSTRUCTION

      In this Deed where the context admits:-

      (A)   words and phrases the definitions of which are contained or referred
            to in Part XXVI of the Companies Act 1985 shall be construed as
            having the meanings so attributed to them;

      (B)   references to statutory provisions shall be construed as references
            to those provisions as amended or re-enacted or as their application
            is modified by other provisions from time to time and shall include
            references to any provisions of which they are re-enactments
            (whether with or without modification);

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                                       3


      (C)   references to Clause(s), paragraph(s) and Schedule(s) are references
            to Clause(s) and paragraphs of and Schedule(s) to this Deed and
            references to this Deed include the Schedules; and

      (D)   references to a "person" include any individual, company, body
            corporate, corporation sole or aggregate, government, state or
            agency or a state, firm, partnership, joint venture, association,
            organisation or trust (in each case, whether or not having separate
            legal personality and irrespective of the jurisdiction in or under
            the laws of which it was incorporated or exists) and a reference to
            any of them shall include a reference to the others.

1.3   HEADINGS

      The headings, sub-headings, and contents pages are inserted for
      convenience only and shall not affect the construction of this Deed.

1.4   SCHEDULES

      Each of the Schedules shall have effect as if set out in this Deed.

2.    UNDERTAKING TO ACCEPT THE OFFER

2.1   The Vendor irrevocably agrees and undertakes to accept, or procure the
      acceptance of, the Offer in respect of the Committed Shares.

2.2   The Vendor further irrevocably agrees and undertakes that he will procure
      that such acceptance is not withdrawn notwithstanding that such withdrawal
      may be permitted under the terms of the Offer.

2.3   The Vendor irrevocably and by way of security for his obligations
      hereunder appoints the Purchaser and any director of the Purchaser to be
      his attorney to sign, execute and deliver on his behalf forms of
      acceptance and any other document required for a valid acceptance of the
      Offer in respect of the Committed Shares and to do all acts and things in
      his name as may be necessary for or incidental to such acceptance.

2.4   The Vendor irrevocably agrees and undertakes to accept the Roll-over
      Proposal in respect of Committed Options with an Option Value representing
      not less than 45 per cent of the aggregate Option Value of all of the
      Committed Options, such acceptance to be made in respect of options which
      will vest later before acceptance is made in respect of options vesting
      sooner. For this purpose "Option Value" means in respect of an Option the
      difference between the exercise price for such Option and $20. The Vendor
      further irrevocably agrees that the Rolled-over Options granted to him in
      respect of the rolling over of Committed Options with vesting conditions
      based on share prices less than the Offer Price will be deemed not to have
      vested but will vest in three equal tranches on January 1 of each of the
      years 2001, 2002 and 2003, except in the case of voluntary termination of
      the Vendor's employment with the Parent and its subsidiaries upon terms
      mutually satisfactory to Parent (or its relevant subsidiary) and the
      Vendor, set forth in a

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                                       4


      written agreement between Parent (or such subsidiary) and the Vendor, in
      which case the deferral of the vesting of the Rolled-over Options will
      automatically cease and such options will then vest.

3.    SALE OF COMMITTED SHARES

3.1   If:

            (i)   the circumstances described in Section 5.2(b)(i), (iii) or
                  (iv) of the Acquisition Agreement occur; and

            (ii)  prior to the first anniversary of the date of this Deed, the
                  Vendor and/or any Connected Person of the Vendor, directly or
                  indirectly, and whether by agreement or by operation of law,
                  sells, transfers, assigns, conveys or otherwise disposes of
                  the Committed Shares or the Committed Options or enters into
                  any other agreement or arrangement the financial effect of
                  which is substantially equivalent thereto or enters in to any
                  agreement to do any of the foregoing in each case with or to a
                  person who is a party to or has proposed to enter into an
                  Acquisition Proposal, or is acting jointly with or in concert
                  with such a person (such a person a "Competing Third Party"
                  and such a transaction a "Relevant Transaction"),

      the Vendor covenants and agrees to pay to the Purchaser an amount
      determined in accordance with Clauses 3.2 and 3.3 which shall be payable
      in accordance with Clause 3.4.

3.2   The amount payable by the Vendor to the Purchaser pursuant to Clause 3.1
      shall be the amount (the "Accounting Amount"), equal to the lower of (1)
      the Maximum Accounting Amount and (2) the difference between (a) the
      aggregate value of the consideration received, directly or indirectly, by
      the Vendor and/or the relevant Connected Person of the Vendor for the
      Committed Shares and the Committed Options pursuant to the Relevant
      Transaction less any amount of tax required to be paid by the Vendor
      and/or the relevant Connected Person of the Vendor as a consequence of the
      Relevant Transaction; and (b) the consideration which the Vendor and/or
      the relevant Connected Person of the Vendor would have received for the
      Committed Shares and the Committed Options under the Offer (the "Total
      Consideration") less the amount of tax which the Vendor and/or the
      relevant Connected Person of the Vendor would have been required to pay as
      a consequence of receiving the Total Consideration pursuant to the Offer.
      For the purpose of valuing the consideration received by the Vendor and/or
      the relevant Connected Person of the Vendor for the Committed Options
      pursuant to a Relevant Transaction or the Offer, as the case may be, the
      consideration received will be deemed to be the consideration which would
      have been received if the Committed Options had been exercised and the
      consideration due pursuant to the Relevant Transaction or the Offer, as
      the case may be, had been received for the Ordinary Shares and/or American
      Depositary Shares issued on such exercise.

<PAGE>
                                       5


3.3   If the consideration received by the Vendor and/or the relevant Connected
      Person of the Vendor pursuant to a Relevant Transaction (the "Competing
      Third Party Consideration") includes any property other than cash, the
      amount of aggregate consideration received by the Vendor shall be deemed
      to be the sum of: (a) the fixed cash amount, if any, included in the
      Competing Third Party Consideration; and (b) the fair market value of such
      other property. If such other property includes securities listed on an
      existing public trading market, the fair market value of such securities
      shall be deemed to be equal to the average of the closing prices (or the
      average of the closing bid and asked prices if closing prices are
      unavailable) for such securities in their principal public trading market
      on the five trading days ending five days prior to the closing date of the
      Relevant Transaction, as the case may be. If such Competing Third Party
      Consideration includes property other than cash or securities listed on an
      existing public trading market and agreement on the value of such other
      property has not been reached, the Competing Third Party Consideration
      shall be deemed to be the amount of any cash included in the Competing
      Third Party Consideration PLUS the fair market value of such other
      property as determined by a nationally recognised investment banking firm
      agreed by the parties or, in the absence of such agreement, Merrill Lynch
      Pierce Fenner Smith. The parties shall use all reasonable efforts to cause
      any determination of the fair market value of such other property to be
      made within two Business Days after the closing date of the Relevant
      Transaction.

3.4   The Vendor shall pay any sum owing to the Purchaser pursuant hereto within
      five days of the receipt by the Vendor of the Competing Third Party
      Consideration. Payment of the cash portion of the Accounting Amount shall
      be made by wire transfer of immediately available funds to a bank account
      designated by the Purchaser. If non-cash consideration is received by the
      Vendor and/or any Connected Person of the Vendor as part of the Competing
      Third Party Consideration, then the Vendor shall transfer cash and
      non-cash consideration in payment of the Accounting Amount in proportion
      to that received by the Vendor and/or any Connected Person of the Vendor
      as Competing Third Party Consideration, except that the Vendor may, at its
      option, pay to the Purchaser the cash equivalent of such non-cash
      consideration (as determined under Clause 3.3 and with the timing and
      method of payment set out above). The Vendor shall transfer to the
      Purchaser good and valid title to such non-cash consideration to be
      transferred hereunder, free and clear of any and all encumbrances, within
      five days of receipt by the Vendor and/or any Connected Person of the
      Vendor of the Competing Third Party Consideration.

4.    UNDERTAKINGS, REPRESENTATIONS, WARRANTIES AND CONFIRMATIONS

4.1   VENDOR OBLIGATIONS

      The Vendor hereby irrevocably undertakes, represents and warrants to the
      Purchaser as follows:

      (A)   he is, or a Connected Person identified in Schedule 1 is, the
            beneficial owner and the registered holder of the Committed Shares
            and the Committed Options and the Committed Shares and the Committed
            Options are free from all

<PAGE>
                                       6


            encumbrances, liens and charges. Other than the Committed Shares and
            the Committed Options there are no shares in the Company registered
            in the Vendor's name (or in the name of any of its Connected
            Persons) or beneficially owned, or managed and controlled, by the
            Vendor (or any of its Connected Persons) or in which the Vendor (or
            any of its Connected Persons) has an interest and neither the Vendor
            nor any of its Connected Persons has any rights, warrants or options
            to acquire or subscribe for shares in the Company;

      (B)   unless and until the Offer shall have closed, lapsed or shall have
            been withdrawn, save as referred to in this Deed or by way of
            acceptance of the Offer, the Vendor shall not, and shall procure
            that its Connected Persons shall not, otherwise than pursuant to the
            Offer, sell or otherwise dispose of or permit the sale or other
            disposition of all or any of the Committed Shares or the Committed
            Options or any interest in any of the Committed Shares or the
            Committed Options;

      (C)   unless and until the Offer shall have closed, lapsed or shall have
            been withdrawn, save pursuant to this Deed, neither the Vendor nor
            any Connected Person of the Vendor has agreed, conditionally or
            otherwise, to dispose of all or any of the Committed Shares or the
            Committed Options or any interest therein;

      (D)   the Vendor shall not (and shall procure that its Connected Persons
            do not), without the prior written consent of the Purchaser,
            purchase or otherwise acquire any shares in the Company or any
            interest therein or agree to do so;

      (E)   the Vendor shall procure that, unless and until the Offer shall have
            closed, lapsed or shall have been withdrawn, no other agreement or
            arrangements (including any undertaking) shall be entered into
            (other than with the Purchaser) which could result in the disposal
            of, or the creation or existence of any encumbrance, lien or charge
            over on, all or any of the Committed Shares or the Committed Options
            or any interest therein or which might in any way restrict the
            disposal of the Committed Shares or the Committed Options or any of
            them and no other offer shall be accepted in respect of the
            Committed Shares or the Committed Options or any of them;

      (F)   at all times after the date hereof and until the Offer shall have
            closed, lapsed or been withdrawn, the Vendor shall comply with the
            requirements of Section 4.5(b) of the Acquisition Agreement
            applicable to the Board of Directors of the Company and with the
            requirements of Section 4.8 of the Acquisition Agreement applicable
            to a Representative of the Company (as defined in the Acquisition
            Agreement);

      (G)   so far as is consistent with his fiduciary duty as a Director, the
            Vendor will recommend acceptance of the Offer to the Company's
            shareholders; and

<PAGE>
                                       7


      (H)   the Vendor will join with the other Directors of the Company in
            making such statements of responsibility in relation to information
            relating to the Company and its subsidiaries as may be required
            under Rule 19.2 of the City Code.

4.2   BINDING OBLIGATIONS

      Each party warrants and represents to the other that it has full power and
      authority to enter into and perform its obligations under this Deed in
      accordance with the terms of this Deed and that the obligations imposed on
      it hereunder constitute legal, valid and binding obligations of it,
      enforceable against it, subject as to enforcement to laws of general
      applicability including those relating to or affecting creditors' rights
      and to general principles of equity and public policy rules and
      regulations.

4.3   The Vendor agrees that its Connected Persons named in Schedule 1 will be
      bound by the obligations, representations and warranties on the part of
      the Vendor and the Vendor shall procure compliance by such Connected
      Persons therewith.

5.    CONFIDENTIALITY

5.1   RESTRICTION

      Subject to Clause 5.2 below, the Vendor shall not make any announcement or
      public disclosure concerning this Deed or its subject matter without the
      prior written approval of the Purchaser and the Vendor will maintain
      appropriate secrecy about the possibility, and terms of, the Offer.

5.2   DISCLOSURE

      The Vendor irrevocably consents to the issue of any Offer Document (and
      any related press announcement required by Rule 2.5 of the City Code)
      incorporating references to the Vendor and to the provisions of this Deed.
      The Vendor acknowledges that this Deed may be made available for public
      inspection.

5.3   PERSISTENCE OF RESTRICTIONS

      The restrictions contained in this Clause 5 shall survive completion and
      the termination of this Deed.

6.    PROVISIONS RELATING TO THIS DEED

6.1   NO ASSIGNMENT

      This Deed shall be binding upon and inure for the benefit of the
      successors of the parties but shall not be assignable or transferable.

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                                       8


6.2   INVALIDITY

      If any provision of this Deed shall be held to be illegal, void, invalid
      or unenforceable under the laws of any jurisdiction, the legality,
      validity and enforceability of the remainder of this Deed in that
      jurisdiction shall not be affected, and the legality, validity and
      enforceability of the whole of this Deed shall not be effected in any
      other jurisdiction.

6.3   TIME OF THE ESSENCE

      Time shall be of the essence.

6.4   ENTIRE AGREEMENT

      (A)   This Deed, together with any documents referred to in it,
            constitutes the whole agreement between the parties relating to its
            subject matter and supersedes and extinguishes any prior drafts,
            agreements, undertakings, representations, warranties, assurances
            and arrangements of any nature, whether in writing or oral, relating
            to such subject matter.

      (B)   Each party acknowledges that it has not been induced or enter into
            this Deed by, and that it does not in connection with this Deed or
            its subject matter rely on, any representation, warranty, promise or
            assurance by the other party or any other person other than those
            contained in this Deed and, having negotiated and freely entered
            into this Deed, agree that it shall have no remedy in respect of any
            other such representation, warranty, promise or assurance except in
            the case of fraud.

      (C)   No variation of this Deed shall be effective unless made in writing.

6.5   COUNTERPARTS

      This Deed may be executed in any number of counterparts including
      facsimile copies, which shall together constitute one Deed. Any party may
      enter into this Deed by signing any such counterpart. This Deed shall be
      of no legal effect until it has been executed by or on behalf of both
      parties.

6.6   NOTICES

      (A)   Any notice (which term shall include any other communication)
            required to be given under this Deed or in connection with the
            matters contemplated by it shall be in writing in English language.

      (B)   Any such notice shall be addressed as provided in Clause 6.6(C) and
            may be:-

            (i)   personally delivered, in which case it shall be deemed to have
                  been given upon delivery at the relevant address; or

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                                       9


            (ii)  if within the United Kingdom, sent by first class pre-paid
                  post, in which case it shall be deemed to have been given two
                  Business Days after the date of posting; or

            (iii) if from or to any place outside the United Kingdom, sent by
                  pre-paid priority airmail, in which case it shall be deemed to
                  have been given seven Business Days after the date of posting;
                  or

            (iv)  sent by facsimile, in which case it shall be deemed to have
                  been given when despatched subject to confirmation of
                  uninterrupted transmission by a transmission report provided
                  that any notice despatched by facsimile after 17.00 hours on
                  any day shall be deemed to have been received at 09.00 on the
                  next Business Day.

      (C)   The addresses and other details of the parties referred to in Clause
            6.6(B) are, subject to Clause 6.6(D):-

            The Vendor

            Address:                   2404 Rock Creek Drive,
                                       Kerrville,
                                       Texas,
                                       USA,
                                       78028.

            Facsimile number:

            The Purchaser

            For the attention of:   General Manager, GE Energy
                                    Management Systems

            Address:                4200 Wildwood Pkwy
                                    Atlanta
                                    GA 30339

            Facsimile number:       +1 770 859 6941

            With a copy to: General Electric Company
                                    GE Power Systems
                                    4200 Wildwood Pkwy
                                    Atlanta
                                    GA 30339

                                    Facsimile number: +1 770 859 7012

                                    For the attention of: General Counsel

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                                       10


                                    and

                                    C.W.Y.Underhill
                                    Slaughter and May
                                    35 Basinghall Street,
                                    London EC2V 5DB
                                    Facsimile number: +44 20 7600 0289

      (D)   Any party to this Deed may notify the other parties of any change to
            the address or any of the other details specified in Clause 6.6(C),
            provided that such notification shall only be effective on the date
            specified, in such notice or five Business Days after the notice is
            given, whichever is later.

6.7   ENGLISH LAW

      This Deed shall be governed by, and construed in accordance with, English
      law and the English courts shall have exclusive jurisdiction to determine
      all disputes in relation to it. The Vendor agrees that if it defaults in
      its obligations hereunder damages alone would not be an adequate remedy
      and an order for specific and no proof of special damages shall be
      necessary for the enforcement of its obligations hereunder.

6.8   PROCESS AGENT

      The Vendor appoints the Company at its registered office as its process
      agent to receive on its behalf service of process in any proceedings in
      England. Service upon the process agent shall be good service upon the
      Vendor whether or not it is forwarded to and received by the Vendor. If
      for any reason the process agent ceases to be able to act as process
      agent, or no longer has an address in England, the Vendor irrevocably
      agrees to appoint a substitute process agent with an address in England
      acceptable to the Purchaser and to deliver to the Purchaser a copy of the
      substitute process agent's acceptance of that appointment within 20
      Business Days. In the event that the Vendor fails to appoint a substitute
      process agent, it shall be effective service for the Purchaser to serve
      the process upon the last known address in England of the last known
      process agent for the Vendor notified to the Purchaser, notwithstanding
      that such process agent is not longer found at such address or has ceased
      to act.

6.9   NO OFFER

      This Deed does not and will not constitute an offer, undertaking or
      commitment of any kind by the Purchaser to purchase all or any of the
      Committed Shares.

7.    COSTS

      Each party shall pay its own costs of and incidental to this Deed and any
      resultant sale or purchase of Committed Shares or Committed Options and,
      for the avoidance of doubt, any stamp duty or stamp duty reserve tax
      payable in connection therewith shall be payable by the Purchaser.

<PAGE>
                                       11



IN WITNESS whereof this document has been executed and delivered as a deed on
the date first before written.



SIGNED AS A DEED                    )
BY CHARLES WARREN FERGUSON          )
in the presence of:                 )



SIGNED AS A DEED                    )
BY GE Power Systems Equities, Inc.  )
in the presence of:                 )


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                                       12

                                   SCHEDULE 1

                                     PART 1

                              THE COMMITTED SHARES



NUMBER, CLASS AND         NAME AND ADDRESS OF     NAME AND ADDRESS OF
DENOMINATION              REGISTERED OWNER        BENEFICIAL OWNER


1,000                     Charles Warren Ferguson
                          2404 Rock Creek Drive,
                          Kerrville,
                          Texas, USA, 78028

300                       Charles Warren Ferguson
                          2404 Rock Creek Drive,
                          Kerrville,
                          Texas, USA, 78028




                                     PART 2

                              THE COMMITTED OPTIONS

NUMBER OF   DATE OF GRANT NAME AND ADDRESS OF         NAME AND ADDRESS OF
OPTIONS                   REGISTERED OWNER            BENEFICIAL OWNER

189,000                   Charles Warren Ferguson     Charles Warren Ferguson
                          2404 Rock Creek Drive,      2404 Rock Creek Drive,
                          Kerrville,                  Kerrville,
                          Texas, USA, 78028           Texas, USA, 78028


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                                       13


                                   SCHEDULE 2

                               ROLL-OVER PROPOSAL

Under the Roll-over Proposal, employees and directors of the Company and its
subsidiaries who are holders ("Company Optionholders") of options ("Company
Options") over Ordinary Shares and/or American Depositary Shares (collectively,
"Shares") will be entitled to have options over shares in General Electric
Company ("GE Options") issued to them in substitution for, at the relevant
Company Optionholders' discretion, some or all of their existing Options
("Rolled-over Options"). Such GE Options will be granted on the same terms and
conditions as those applying to the Rolled-over Options. GE Options will be
granted in respect of a number of shares of common stock of General Electric
Company equal to the number of Shares the subject of the Rolled-over Options
multiplied by the Roll-over Adjustment Ratio. The exercise price per share of
common stock of General Electric Company subject to each GE Option will be the
exercise price per Share the subject of the Rolled-over Option divided by the
Roll-over Adjustment Ratio. "Roll-over Adjustment Ratio" means the amount
produced by dividing 20 by the average of the daily high and low trading prices
on the New York Stock Exchange of the common stock of General Electric Company
on each of the five successive trading days ending on the day prior to the
Purchase Date (as defined in the Acquisition Agreement).

Company Optionholders accepting the Roll-over Proposal will be paid a bonus cash
payment (the "Roll-over Bonus") equal to 10 per cent. of the value of the
Rolled-over Options (i.e. 10 per cent. of the product of the Offer Price less
the exercise price multiplied by the number of Shares the subject of the
Rolled-over Options); one half of the Roll-over Bonus will be payable 90 days
after acceptance by the relevant Company Optionholder of the Roll-over Proposal,
with the balance being payable 270 days after acceptance by the relevant Company
Optionholder of the Roll-over Proposal, conditional, in each case (except for
non-executive directors), on the relevant Company Optionholder not then having
terminated his employment.

GE Options granted pursuant to the Rollover Proposal in respect of Company
Options granted subject to a condition that the share price of Company Shares is
not less than $24 will vest in three equal tranches, on the first, second and
third anniversaries of the date of grant.
