S-8

As filed with the Securities and Exchange Commission on December 20, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PPL CORPORATION

(Exact name of registrant as specified in its charter)

Commonwealth of Pennsylvania	23-2758192
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

(Address of Principal Executive Offices) (Zip Code)

PPL EMPLOYEE STOCK OWNERSHIP PLAN

(Full title of the plan)

Joseph P. Bergstein Jr.

Vice President —Investor Relations and Treasurer

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

(Name and address of agent for service)

(610) 774-5151

(Telephone number, including area code, of agent for service)

Copies of all notices, orders and communication to:

Karen Hsu Kelley

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(2)
Common Stock, $0.01 par value per share	2,000,000 shares(2)	$33.88	$67,760,000	$7,853.39

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminable amount of interests to be offered or sold pursuant to the PPL Employee Stock Ownership Plan (the “Plan”) described herein. In addition, pursuant to Rule 416(a) under the Securities Act, the number of shares registered includes an indeterminable number of shares of common stock issuable under the Plan as this amount may be adjusted as a result of stock splits, stock dividends and anti-dilution provisions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act. The proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of the registration fee have been computed on the basis of the average of the high and low prices per share of Common Stock on the New York Stock Exchange on December 15, 2016.

EXPLANATORY NOTE

The 2,000,000 shares of Common Stock of PPL Corporation (the “Company”) being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a registration statement (File No. 333-110372) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2003, as amended by Post-Effective Amendment No.1 on September 23, 2005. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been previously filed by the Company with the Commission, are hereby incorporated by reference into this Registration Statement as of their respective dates:

1. The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2015 filed with the Commission on June 15, 2016;

2. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on February 19, 2016;

3. The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016 filed with the Commission on April 29, 2016, for the quarter ended June 30, 2016 filed with the Commission on August 9, 2016, and for the quarter ended September 30, 2016 filed with the Commission on November 1, 2016;

4. The Company’s Current Reports on Form 8-K filed with the Commission on January 12, 2016, January 19, 2016, February 3, 2016, March 10, 2016, May 17, 2016, May 26, 2016 (under Items 1.01, 2.03 and 9.01), May 26, 2016 (under Items 5.07 and 9.01), June 17, 2016, August 26, 2016, September 15, 2016 and November 29, 2016; and

5. The description of the Common Stock contained in the Company’s Registration Statement on Form 8-B, filed with the Commission on April 27, 1995, including any amendments or supplements thereto.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information furnished on Form 8-K pursuant to Items 2.02 or 7.01 and any related exhibits thereto, unless expressly stated otherwise), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities offered hereby has been passed upon by Frederick C. Paine, Esq., Senior Counsel of PPL Services Corporation, a subsidiary of the Company. Mr. Paine is a full-time employee of PPL Services Corporation and participates in the Plan. Mr. Paine owns, or has the right to acquire, a number of shares of the Company’s Common Stock representing less than 1% of the Company’s total outstanding Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 7.01 of the By-Laws of the Company reads as follows:

Section 7.01. Indemnification of Directors and Officers.

(a) Right to Indemnification.—Except as prohibited by law, every director and officer of the corporation shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the corporation or by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to such conditions as may be prescribed by law. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the board of directors at any time denominates such person as entitled to the benefits of this Section 7.01. As used herein, “expense” shall include fees and expenses of counsel selected by such person; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement.

(b) Right of Claimant to Bring Suit.—If a claim under paragraph (a) of this Section 7.01 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action that the conduct of the claimant was such that under Pennsylvania law the corporation would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the conduct of the claimant was not such that indemnification would be prohibited by law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its shareholders) that the conduct of the claimant was such that indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant was such that indemnification would be prohibited by law.

(c) Insurance and Funding.—The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under the provisions of this Section 7.01. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(d) Non-Exclusivity; Nature and Extent of Rights.—The right of indemnification provided for herein (1) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification hereunder may be entitled under any agreement, bylaw or charter provision, vote of shareholders or directors or otherwise, (2) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (3) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (4) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions

occurring before or after the adoption hereof. The right of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

Directors and officers of the Company may also be indemnified in certain circumstances pursuant to the statutory provisions of general application contained in Pennsylvania law. In addition, the Company presently has insurance policies which, among other things, include liability insurance coverage for officers and directors under which officers and directors are covered against any “loss” by reason of payment of damages, judgments, settlements and costs, as well as charges and expenses incurred in the defense of actions, suits or proceedings. “Loss” is specifically defined to exclude fines and penalties, as well as matters deemed uninsurable under the law pursuant to which the insurance policy shall be construed. The policies also contain other specific exclusions, including illegally obtained personal profit or advantage, and dishonesty.

Item 8. Exhibits.

Exhibit
Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of PPL Corporation, effective May 25, 2016 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) filed on May 26, 2016)
4.2	Amended and Restated Bylaws of PPL Corporation, effective December 18, 2015 (Exhibit 3(ii) to PPL Corporation Form 8-K Report (File No. 1-11459) filed on December 21, 2015)
4.3	Form of Common Stock Certificate (Exhibit 4.1 to PPL Corporation’s Registration Statement on Form S-3 (File No. 333-158200) filed on March 25, 2009)
5.1	Opinion of Frederick C. Paine, Esq., with respect to legality of securities being registered hereunder
5.2	Opinion of Simpson Thacher & Bartlett LLP, with respect to legality of securities being registered hereunder
5.3	Internal Revenue Service Determination Letter dated May 13, 2014
23.1	Consent of Ernst & Young LLP
23.2	Consent of Baker Tilly Virchow Krause, LLP
23.3	Consent of Frederick C. Paine, Esq. (reference is made to Exhibit 5.1 filed herewith)
23.4	Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5.2 filed herewith)
24.1	Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on this 20^th day of December, 2016.

PPL CORPORATION
By:	/s/ William H. Spence
	William H. Spence
	Chairman, President & Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the 20^th day of December, 2016.

Signature	Title
/s/ William H. Spence	Chairman, President and Chief Executive Officer (Principal Executive Officer and Director)
William H. Spence
/s/ Vincent Sorgi	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Vincent Sorgi
/s/ Stephen K. Breininger	Vice President and Controller (Principal Accounting Officer)
Stephen K. Breininger
*	Director
Rodney C. Adkins
*	Director
John W. Conway
*	Director
Steven G. Elliott
*	Director
Venkata R. Madabhushi
*	Director
Craig A. Rogerson
*	Director
Natica von Althann
*	Director
Keith H. Williamson
*	Director
Armando Zagalo de Lima

* By:	/s/ Frederick C. Paine
	Frederick C. Paine, Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, as amended, the plan administrator of the employee benefit plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allentown, Commonwealth of Pennsylvania, on the 20^th day of December, 2016.

PPL EMPLOYEE STOCK OWNERSHIP PLAN
By:	Employee Benefits Plan Board Plan Administrator
By:	/s/ Julissa Burgos
	Julissa Burgos

INDEX OF EXHIBITS

Exhibit
Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of PPL Corporation, effective May 25, 2016 (Exhibit 3(i) to PPL Corporation Form 8-K Report (File No. 1-11459) filed on May 26, 2016)
4.2	Amended and Restated Bylaws of PPL Corporation, effective December 18, 2015 (Exhibit 3(ii) to PPL Corporation Form 8-K Report (File No. 1-11459) filed on December 21, 2015)
4.3	Form of Common Stock Certificate (Exhibit 4.1 to PPL Corporation’s Registration Statement on Form S-3 (File No. 333-158200) filed on March 25, 2009)
5.1	Opinion of Frederick C. Paine, Esq., with respect to legality of securities being registered hereunder
5.2	Opinion of Simpson Thacher & Bartlett LLP with respect to legality of securities being registered hereunder
5.3	Internal Revenue Service Determination Letter dated May 13, 2014
23.1	Consent of Ernst & Young LLP
23.2	Consent of Baker Tilly Virchow Krause, LLP
23.3	Consent of Frederick C. Paine, Esq. (reference is made to Exhibit 5.1 filed herewith)
23.4	Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5.2 filed herewith)
24.1	Power of Attorney

EX-5.1

Exhibit 5.1

[PPL CORPORATION LETTERHEAD]

December 20, 2016

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

Ladies and Gentlemen:

I am Senior Counsel of PPL Services Corporation, a wholly owned subsidiary of PPL Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), and, as such, am familiar with the affairs of the Company.

With respect to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), in connection with the registration by the Company of 2,000,000 shares of its Common Stock (the “Shares”), par value $0.01 per share, to be acquired from time to time by participants under the PPL Employee Stock Ownership Plan (the “Plan”) pursuant to the reinvestment of dividends on shares of Common Stock held in the Plan, I wish to advise you as follows:

I am of the opinion that the Company is a corporation validly organized and existing under the laws of the Commonwealth of Pennsylvania and is duly qualified to carry on the business which it is now conducting in that Commonwealth.

I am further of the opinion that any newly-issued Shares will be validly issued, fully paid and nonassessable when they have been issued in accordance with the dividend reinvestment provisions of the Plan.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement. I also hereby give my consent to the use of my name in the opinion of Simpson Thacher & Bartlett LLP, filed as Exhibit 5.2 to the Registration Statement.

Very truly yours,

/s/ FREDERICK C. PAINE

Frederick C. Paine

EX-5.2

Exhibit 5.2

[Simpson Thacher & Bartlett LLP Letterhead]

December 20, 2016

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

Ladies and Gentlemen:

We have acted as counsel to PPL Corporation, a Pennsylvania corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the sale by the Company of an aggregate of 2,000,000 shares of Common Stock, par value $0.01 per share (the “Shares”), to be acquired from time to time by participants (the “Participants”) under the PPL Employee Stock Ownership Plan (the “Plan”) pursuant to the reinvestment of dividends on shares of Common Stock held in the Plan.

We have examined copies of the Plan, the Registration Statement (including the exhibits thereto) and a form of the share certificate, which has been incorporated by reference as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when all necessary corporate action to authorize and approve the issuance of the Shares has been taken and when such Shares have been sold to Participants in accordance with the provisions of the Plan, any newly-issued Shares to be issued to such Participants will be validly issued, fully paid and nonassessable.

Insofar as the opinion expressed herein relates to or is dependent upon matters governed by the law of the Commonwealth of Pennsylvania, we have relied upon the opinion of Frederick C. Paine, Esq., dated the date hereof, filed as an exhibit to the Registration Statement.

We do not express any opinion herein concerning any law other than the Pennsylvania Business Corporation Law to the extent set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

EX-5.3

Exhibit 5.3

INTERNAL REVENUE SERVICE P.O. BOX 2508 CINCINNATI, OH 45201 DEPARTMENT OF THE TREASURY

OFFICE OF

GENERAL COUNSEL

Date: May 13 2014   PPL SERVICES CORP TWO NORTH NINTH STREET ALLENTOWN, PA 18101 Employer Identification Number: 23-3041441 DLN:     17007037057002 Person to Contact: JACQUELINE CRUVER                         ID# 52043 Contact Telephone Number:     (404) 338-8118 Plan Name: PPL EMPLOYEE STOCK OWNERSHIP PLAN   Plan Number: 002

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b) (3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.

Letter 2002

PPL SERVICES CORP

This determination letter is applicable for the amendment(s) executed on 09/16/13 & 12/21/12.

This determination letter is also applicable for the amendment(s) dated on 07/17/12 & 05/30/12.

This determination letter is also applicable for the amendment(s) dated on 01/18/12 & 11/17/10.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated 04/30/14. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter is applicable to our review of the working copy of the plan and the associated amendments submitted with your application.

This plan satisfies the requirements of Code section 4975(e) (7).

This letter may not be relied on after the end of the plan’s first five-year remedial amendment cycle that ends more than 12 months after the application was received. This letter expires on January 31, 2017. This letter considered the 2010 Cumulative List of Changes in Plan Qualification Requirements.

This is not a determination with respect to any language in the plan or any amendment to the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L. 104-199, 110 Stat. 2419 (DOMA) or U.S. v. Windsor, 133 S. Ct. 2675 (2013), which invalidated that section.

We have sent a copy of this letter to your representative as indicated in the Form 2848 Power of Attorney or appointee as indicated by the Form 8821 Tax Information Authorization.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely,

/s/ Andrew E. Zuckerman

Andrew E. Zuckerman

Director, EP Rulings & Agreements

Enclosures:

Publication 794

Letter 2002

-2-

PPL SERVICES CORP

This determination letter also applies to plan amendments adopted on 12/02/09, 08/19/09, 12/31/07 and 07/02/07.

Letter 2002

-3-

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the PPL Employee Stock Ownership Plan of our reports dated February 19, 2016, with respect to the consolidated financial statements and schedule of PPL Corporation and the effectiveness of internal control over financial reporting of PPL Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

December 20, 2016

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement of PPL Corporation, Inc. on Form S-8 of our report dated June 15, 2016, relating to the financial statements of PPL Employee Stock Ownership Plan appearing in the Annual Report of PPL Employee Stock Ownership Plan on Form 11-K for the year ended December 31, 2015.

/s/ Baker Tilly Virchow Krause, LLP

Allentown, Pennsylvania

December 20, 2016

EX-24.1

Exhibit 24.1

PPL CORPORATION

POWER OF ATTORNEY

The undersigned directors of PPL Corporation, a Pennsylvania corporation, hereby appoint William H. Spence, Joanne H. Raphael and Frederick C. Paine their true and lawful attorneys, and each of them their true and lawful attorney, with power to act without the other and with full power of substitution and resubstitution, to execute for the undersigned directors and in their names to file with the Securities and Exchange Commission, Washington, D.C., under provisions of the Securities Act of 1933, as amended, a registration statement or registration statements for the registration under provisions of the Securities Act of 1933, as amended, and any other rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, of 2,000,000 shares of Common Stock of PPL Corporation (in connection with issuances made under PPL Corporation’s Employee Stock Ownership Plan), and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter any such registration statement or registration statements, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments in connection therewith. The undersigned hereby grant to said attorneys and each of them full power and authority to do and perform in the name of and on behalf of the undersigned, and in any and all capabilities, any act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might do, hereby ratifying and approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 20^th day of December, 2016.

/s/ Rodney C. Adkins Rodney C. Adkins	/s/ William H. Spence William H. Spence
/s/ John W. Conway John W. Conway	/s/ Natica von Althann Natica von Althann
/s/ Steven G. Elliott Steven G. Elliott	/s/ Keith H. Williamson Keith H. Williamson
/s/ Venkata Rajamannar Madabhushi Venkata Rajamannar Madabhushi	/s/ Armando Zagalo de Lima Armando Zagalo de Lima
/s/ Craig A. Rogerson Craig A. Rogerson