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Company. The Company shall be responsible for all functions assigned or reserved to it under the Plan and Trust Agreement.

Company and Related Company. For purposes of this Agreement, “Company” means Related Company” means # any corporation, partnership, joint venture, or other entity in which holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or # any corporation, partnership, joint venture, or other entity in which holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement.

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Company Policies. Provider shall ensure that Provider and its employees and subcontractors comply with all of the policies, regulations and directives of Company, including but not limited to compliance with laws and regulations, and security (including data security), as such policies may be revised from time-to-time and provided to Provider.

Company Successors. In the event PPL Corporation becomes a party to a merger, consolidation, sale of substantially all of its assets or any other corporate reorganization in which PPL Corporation will not be the surviving corporation or in which the holders of the Common Stock will receive securities of another corporation, then such other corporation shall assume the rights and obligations of PPL Corporation under this Plan.

Company Redemption. The Company shall have the right to redeem all outstanding Warrants for cash (theRedemption Right”) if the volume-weighted average price of the Common Stock for the ninety (90) consecutive Trading Days ending on the fifth anniversary of the Initial Issue Date (or, if such date is not a Trading Day, the immediately preceding Trading Day) (theRedemption Measurement Date”) as reported by Bloomberg Financial Markets (without regard to after-hours trading or any other trading outside of the regular trading session) (theRedemption VWAP”) is less than (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification). The Redemption Right may only be exercised once and, if exercised, must be exercised in redemption of all outstanding Warrants at such time (and not only for a portion thereof). Except as set forth in this [Section 4], the Company does not have the right to redeem the Warrants at its election.

Investment Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Company Property. It is specifically understood and agreed that all e-mail and computer passwords, all current and prospective client lists, all of the rates and property pertaining to the business of the Company or its operations and processes, is and shall remain the sole and exclusive property of the Company and that upon request of the Company while engaged as a consultant, or upon the termination of such relationship, the Consultant shall promptly surrender to the Company all such property and all copies thereof which shall be under the Consultant’s control or in the Consultant’s possession.

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

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Company Policies. The Investors represent and warrant to the Company that, at all times (if any) while serving as a member of the Board, the Investors shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to the Company’s Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines.

The Executive Vice President & Chief Human Resources Officer or the Plan Administrator may credit a Participant who transfers to an Affiliate that is not an Employer with an Annual Contribution based on his Compensation with such Affiliate without the need for such Affiliate to adopt the ERA as an Employer.

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