Exercise of Option. This Option is exercisable during its term in accordance with the vesting schedule stated in the Notice of Grant and in accordance with the terms of the Director Equity Plan as follows:

Exercise of an Option. A Participant shall exercise an Option by executing and delivering to PPL Corporation an "Election to Exercise an Option." The Election to Exercise an Option shall be in such form and shall contain such provisions consistent with the terms of this Plan and the Notification with respect to such Option, as are determined by CLC. Notwithstanding the foregoing, if CLC determines that issuance of shares of Common Stock should be delayed pending # registration under federal or state securities laws, # the receipt of an opinion of counsel satisfactory to CLC that an appropriate exemption from such registration is available, # the listing or inclusion of the shares of Common Stock on any securities exchange or an automated quotation system or # the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Common Stock, CLC may defer exercise of any Option granted hereunder until any of the events described in this sentence has occurred.

Early Call Option Exercise. In lieu of, and not in addition to, the Call Option Period set forth in the LLC Agreement, the NEP Member shall exercise the Call Option to acquire, or cause its designee to acquire, all of the outstanding Class B Units (indirectly, by way of the acquisition of all of the Blocker Interests, as described below), on the terms set forth in this Agreement and the Early Call Option Notice (as defined below) and, except to the extent superseded or otherwise expressly modified by this Agreement, Section 7.02 of the LLC Agreement (the “Early Call Option”). In furtherance thereof, effective concurrently with the execution and delivery of this Agreement, NEP Member is hereby delivering to the Class B Member, and the Class B Member hereby accepts delivery of, the Call Option Notice attached as Exhibit A hereto (the “Early Call Option Notice”). As set forth in the Early Call Option Notice, and subject to the satisfaction of the conditions to the Call Option Closing set forth in this Agreement and, except as otherwise superseded or otherwise expressly modified by this Agreement, Section 7.02 of the LLC Agreement, the Call Option Closing pursuant to NEP Member’s exercise of the Early Call Option (the “Early Call Option Closing”) shall occur on November 19, 2021 (or such later date on which the Early Call Option Closing actually occurs, the “Early Call Option Closing Date”); provided, that, in the event that there shall be insufficient cash available to the Class B Member on such Early Call Option Closing Date for the Class B Member to repay in full all Indebtedness under the Credit Agreement and to make payment of Swap Breakage Costs (as defined below) as of the Early Call Option Closing Date (including if the Borrowers comply with their obligations pursuant to paragraph # below to draw the Maximum Aggregate Commitment Amount (as defined below) under the 2021 Margin Loan Agreements, but all or any portion of such Maximum Aggregate Commitment Amount is not available to be borrowed pursuant to the terms of the 2021 Margin Loan Agreements, subject to the provisions of [Section 7.02(e)] of the LLC Agreement) (a “Cash Shortfall”), then the Early Call Option Closing Date shall automatically be delayed in accordance with [Section 7.02(e)] of the LLC Agreement (an “Early Call Option Closing Delay”) until the earliest to occur of # sufficient cash having been obtained by the Class B Member (in accordance with [Section 7.02(e)] of the LLC Agreement) to eliminate such Cash Shortfall and make such payments in full (in which event, the Early Call Option Closing shall occur promptly thereafter), # written revocation by NEP Member of the Early Call Option Notice delivered to the Class B Member at any time after November 19, 2021 (a “NEP Member Revocation”), in which event this Agreement shall automatically terminate in accordance with paragraph # below, or # written notice by the Class B Member of termination of this Agreement delivered to the NEP Member at any time after November 19, 2021 (a “Class B Member Termination Notice”); provided, however, that if the Class B Member delivers a Class B Member Termination Notice to the NEP Member, such termination shall not become effective (in accordance with paragraph # below) until 5:00 p.m. Eastern Standard Time on the second Business Day following the date of such delivery (any such termination, upon such effectiveness, a “Class B Member Termination”); and provided further, that the NEP Member shall have the right (but not the obligation) to elect, by providing written notice to the Class B Member within such two (2) Business Day period (a “Cash Increase Notice”), to modify the portions of the Early Call Option Purchase Price to be paid in cash and NEP Common Units by increasing the portion of the Early Call Option Purchase Price to be paid in cash (which portion, after giving effect to such increase, shall not exceed an amount equal to 35% of the total Early Call Option Purchase Price), and decreasing the number of NEP Common Units to be issued as the remaining portion of the Early Call Option Purchase Price proportionately, in which event, so long as such modifications eliminate a Cash Shortfall, the Parties shall proceed to consummate the Early Call Option Closing promptly following delivery of such Cash Increase Notice. For the avoidance of doubt, subject to the terms and conditions hereof, this Agreement is intended to and shall # replace in whole the right of the NEP Member to exercise any Call Option during the Call Option Period or the Call Option Period Extension under Section 7.02 of the LLC Agreement, other than in the event of a NEP Member Revocation or Class B Member Termination, and # except as superseded or otherwise expressly provided in this Agreement (other than in the event of any NEP Member Revocation or a Class B Member Termination), preserve all of the other terms of Section 7.02 of the LLC Agreement, including the delay of the Call Option Closing pursuant to [Section 7.02(e)] of the LLC Agreement (solely as a result of a Cash Shortfall) and the Class B Member's obligation to continue to use its reasonable best efforts to obtain additional or substitute financing on commercially reasonable terms in such amount as is sufficient to eliminate such Cash Shortfall, subject to the terms and conditions set forth herein, including NEP Member’s right to deliver a NEP Member Revocation, and Class B Member’s right to deliver a Class B Member Termination Notice, in each case, on the terms set forth herein).

Exercise of the Option. No portion of the Option may be exercised until such portion vests. Each election to exercise any vested portion of the Option will be subject to the terms and conditions of the Plan. The latest date on which the Option or any portion of the Option may be exercised will be the 10th anniversary of the Date of Grant (the “Final Exercise Date”) and if not exercised by such date the Option or any remaining portion of the Option will thereupon automatically and immediately terminate.

The Option Closing shall take place upon the expiration of the applicable Notice Period. All transactions contemplated herein to occur on and as of the Option Closing shall be deemed to have occurred simultaneously and to be effective as of 12:01 a.m. New York City time on such date (the “Option Closing Date”).

Exercise of Stock Option. Subject to the provision of Paragraph 4 hereof, this Stock Option may be exercised by written notice delivered to the Company stating the number of Option Shares with respect to which this Stock Option is being exercised, together with cash and/or, if permitted at the time of exercise by the Stock Option Committee, shares of Common Stock of the Company which, when added to the cash payment, if any, have an aggregate Fair Market Value equal to the full amount of the purchase price of such Option Shares. If all or part of payment is made in shares of Common Stock as heretofore provided, such payment shall be deemed to have been made only upon receipt by the Corporation of all required share certificates, and all stock powers and other required transfer documents necessary to transfer the shares of Common Stock to the Corporation. Not less than ten (10) Option shares may be purchased at any one time unless the number purchased is the total number which remains to be purchased under this Stock Option and in no event may the Stock Option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state income taxes then due.

Restrictions on Option Exercise. Subject to [Section 3(c)] (Special Procedure for Exercising Options After Termination of Service) and [Section 4(f)] (Termination), the Insider hereby agrees to comply with the following limitations on his ability to exercise all Options he owns:

No Obligation to Exercise Option. The granting of an Option shall impose no obligation on the Participant to exercise such Option.

Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 2 shall be subject to the following:

Option. A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.