One-third of the Restricted Share Units (subject to such rounding conventions as maintained by the Company from time to time) shall vest on each of the Vesting Dates set forth above (each, a “Vesting Date”), provided that Grantee shall have remained in the continuous employment of the Company or a Subsidiary (“Continuous Service”) through the applicable Vesting Date.

Subject to accelerated vesting and forfeiture as described in [Exhibit A], a portion of the Restricted Stock Units (Restricted Stock Units with the same scheduled vesting date are referred to as a “Tranche”) shall vest in accordance with the following schedule:

If the Restricted Stock Units vest, the Executive will receive one Share of Company common stock for each vested unit as soon as practicable after the vesting date. The Executive will be subject to any tax withholding requirement at the time the Shares are issued or the Restricted Stock Units are vested. If the Cash Settled Restricted Stock Units vest, the Executive will receive a cash payment equal to the Fair Market Value on the vesting date of one Share of Company common stock for each vested unit as soon as practicable after the vesting date. The Executive will be subject to any tax withholding requirement at the time the Cash Settled Restricted Stock Units are paid or the Cash Settled Restricted Stock Units are vested.

The Company hereby awards to the Grantee 66,920 Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of these Terms and Conditions.

Stock Options and Restricted Stock Units. All stock option and restricted stock unit (RSU) awards held by you shall be treated in accordance with the terms of the ​ 2012 Omnibus Stock Ownership Plan, as amended, and the applicable stock option or RSU award agreement (collectively, the “Grant Materials”). Notwithstanding anything to the contrary in this Agreement, for purposes of your stock options, your reason for termination is Termination of Employment with at Least 68 Years of Combined Age and Company or Affiliate Service and for purposes of your RSUs, your reason for Termination of Employment is Disability, which shall constitute a “disability” for purposes of [Section 409A]. Notwithstanding anything set forth herein to the contrary, the Company reserves the right to terminate your employment for “Cause” between the date hereof and the Termination Date or deem your employment to have been terminated for “Cause” if facts or circumstances are discovered following the Termination Date that would have given rise to grounds for a termination of employment by the Company for “Cause” had such facts or circumstances been known prior to the Termination Date.

Grants of Restricted Stock or Restricted Stock Units. An Award of Restricted Stock shall be granted in the form of shares of Common Stock, restricted as provided in this [Section 7]. An Award of Restricted Stock Units shall be granted as a notification to the Participant that a specified number of shares of Common Stock will be granted at the close of a Restriction Period. The Restricted Stock or Restricted Stock Units shall be issued without the payment of consideration by the Participant. The certificates for the Restricted Stock shall be issued, in the name of the Participant to whom the Award is made, shall be retained by PPL Corporation on behalf of the Participant and shall bear a restrictive legend prohibiting the sale, transfer, pledge or hypothecation of the Restricted Stock until the expiration of the Restriction Period. Awards of Restricted Stock made without the issuance of a certificate will be reflected in PPL Corporation's stock register in the appropriate Participant's name and with a notation that the shares are restricted.

Awards of Restricted Stock and Restricted Stock Units. Shares of Restricted Stock and Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the time or times at which, grants of Restricted Stock or Restricted Stock Units will be made, the number of shares to be awarded, the price (if any) to be paid by the Participant, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof (a “Restriction Period”), and all other terms and conditions of the Awards. The Committee may condition the grant of Restricted Stock or Restricted Stock Units upon the achievement of specific business objectives, measurements of individual or business unit or Company performances, or such other factors as the Committee may determine. The provisions of Restricted Stock or Restricted Stock Unit Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. Notwithstanding the foregoing, and except for Awards of Restricted Stock or Restricted Stock Units granted to non-Employee Directors or as provided in [Article 11] and [Article 14]: # Restricted Stock and Restricted Stock Units that vest solely by the passage of time shall not vest in full in less than three (3) years from the Award Date (but may vest pro-rata during such period), and # Restricted Stock and Restricted Stock Units that vest upon the achievement of performance goals shall not vest, in full, in less than one (1) year from the Award Date.

Vesting Generally. At the time of the grant of a restricted stock unit, the Board may impose such restrictions or conditions to vesting, and/or the acceleration of the vesting, of such restricted stock unit as it, in its sole discretion, deems appropriate. Vesting provisions of individual restricted stock units may vary.

Vesting Schedule. Subject to [Section 7], the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant of Restricted Stock Units in Part I of this Agreement, subject to Participant’s Continuous Service Status remaining in effect through each applicable vesting date. Notwithstanding anything to the contrary herein, the Administrator, in its discretion, may at any time accelerate the vesting of all or a portion of any unvested Restricted Stock Units, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator, and subject to the provisions of this [Section 4], the payment in settlement of such accelerated Restricted Stock Units will be made as provided in [Section 6].

Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of restricted Stock Units (“Units”) specified on the cover page of this Agreement, each representing the right to receive one Share of the Company’s Stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.