Board of Directors Uses in Establishment of the Plan Clause

Establishment of the Plan from Incentive Compensation Plan

First American Financial Corporation, a Delaware corporation (the "Company"), has adopted First American Financial Corporation 2010 Incentive Compensation Plan (the "Plan") for the benefit of non-employee directors of the Company and officers and eligible employees of the Company and any Subsidiaries and Affiliates (as each term defined below), as follows:

Establishment of the Plan. The Company hereby establishes this incentive compensation plan to be known as "First American Financial Corporation 2010 Incentive Compensation Plan", as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and Other Stock-Based Awards. The Plan was adopted by the Board of Directors (as defined below) on May 28, 2010 and approved by The First American Corporation, as the Company's sole shareholder, on May 28, 2010. For purposes of Section 422 of the Code and otherwise, the Plan became effective on May 28, 2010 (the "Effective Date"). The Plan shall remain in effect as provided in Section 1.3.

Establishment of the Plan from Incentive Compensation Plan

Establishment of the Plan. WingStop Holding Corporation, a Georgia corporation (the Company) hereby establishes this omnibus incentive compensation plan to be known as the WingStop Holding Corporation 2015 Omnibus Incentive Compensation Plan, as set forth in this document. Following adoption of the Plan by the Board of Directors, the Plan shall become effective upon the date on which the Plan is approved by the stockholders of the Company (the Effective Date), which approval must occur within the period ending twelve (12) months after the date the Plan is adopted by the Board.

Establishment of the Plan from Incentive Compensation Plan

Establishment of the Plan. WingStop Holding Corporation, a Georgia corporation (the Company) hereby establishes this omnibus incentive compensation plan to be known as the WingStop Holding Corporation 2015 Omnibus Incentive Compensation Plan, as set forth in this document. Following adoption of the Plan by the Board of Directors, the Plan shall become effective upon the date on which the Plan is approved by the stockholders of the Company (the Effective Date), which approval must occur within the period ending twelve (12) months after the date the Plan is adopted by the Board.

Establishment of the Plan from Incentive Compensation Plan

Establishment of the Plan. Trustmark Corporation (hereinafter referred to as the "Company"), a Mississippi corporation, hereby amends and restates its 2005 Stock and Incentive Compensation Plan. The Trustmark Corporation 2005 Stock and Incentive Compensation Plan as so amended and restated shall be known as the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (hereinafter referred to as the "Plan"), as set forth in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Awards, Performance Units, Performance Cash Awards and/or Stock Appreciation Rights to Key Associates and Directors. The Plan was originally adopted by the Board of Directors on March 8, 2005 and became effective on May 10, 2005 upon approval by shareholders of the Company. The Plan was subsequently amended January 26, 2010, which amendment became effective on May 11, 2010 upon approval by shareholders of the Company. This amendment and restatement of the Plan was adopted by the Board of Directors on January 27, 2015, to become effective (the "Effective Date") as of April 28, 2015 if approved by shareholders of the Company at the Company's April 28, 2015 annual meeting in accordance with applicable laws and any applicable rules of any national securities exchange or system on which the Stock is then listed or reported. Prior to such shareholder approval, Awards may be granted pursuant to the terms of the Plan as in effect prior to January 27, 2015.

ESTABLISHMENT OF THE PLAN from Amendment to Trust Agreement

This Fourth Amendment to Trust Agreement No. 8 is entered into effective as of July 28, 2014 by and between Cliffs Natural Resources Inc., f/k/a Cleveland-Cliffs Inc., an Ohio corporation (the "Company"), and KeyBank, N.A., the successor in interest to Key Trust Company of Ohio, N.A., a national banking association, as Trustee (the "Trustee"). Capitalized terms not defined herein shall have the meanings assigned to such terms in Trust Agreement No. 8.

ESTABLISHMENT OF THE PLAN. 1.1 The Plan. The Company, intending that the Participants and Directors shall rely thereon, hereby establishes this Plan.1.2 Amendments, Etc. The Company shall not amend, suspend or terminate this Plan or any provision hereof, including without limitation this Section 1.2, without the prior approval of a majority of the Directors present at a meeting of the Board of Directors at which a quorum (as defined in the Regulations of the Company) is present. Anything in the Plan to the contrary notwithstanding, and notwithstanding any amendment, suspension or termination (hereinafter in this Section 1.2 collectively referred to as an "Amendment") of the Plan, no right under the Plan of any person who was a Participant or a Director immediately prior to any Amendment shall in any way be amended, modified, compromised, terminated or suspended without the prior written consent of such person. Without such consent, the rights under the Plan of a Participant and Director withholding such consent shall be as set forth in the Plan in the form that the Plan existed on the date such person's rights under the Plan vested as set forth in Section 2.2 (as amended by any Amendment consented to by such person).

Establishment of the Plan from Incentive Compensation Plan

Anthem, Inc., an Indiana corporation (the Company), has adopted the Anthem Incentive Compensation Plan (formerly named, the WellPoint Incentive Compensation Plan) (the Plan) for the benefit of non-employee directors of the Company and officers and eligible employees and consultants of the Company and any Subsidiaries and Affiliates (as each term defined below), as follows:

Establishment of the Plan. The Board of Directors (defined below) originally established and adopted the incentive compensation plan known as the WellPoint 2006 Incentive Compensation Plan on March 15, 2006 and it became effective on May 16, 2006 upon approval by the Companys shareholders. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards and Other Stock-Based Awards. The Plan is hereby amended and restated, effective December 2, 2014, to rename the Plan, the Anthem Incentive Compensation Plan and incorporate the First Amendment to the Plan.

Establishment of the Plan from Incentive Compensation Plan

Establishment of the Plan. The Plan permits the grant of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards and Other Stock-Based Awards. Following adoption of the Plan by the Board of Directors, the Plan shall become effective upon the date on which the Plan is approved by the Company's stockholders, which approval must occur within the period ending twelve (12) months after the date the Plan is adopted by the Board. The Plan shall remain in effect as provided in Section 1.3

Establishment of the Plan from Equity Incentive Plan

Establishment of the Plan. The Allstate Corporation, a Delaware corporation (hereinafter, together with any successor as provided in Article 18 herein, referred to as the Company), hereby establishes an incentive compensation plan for employees, as set forth in this document. The Plan permits the grant of nonqualified stock options (NQSOs), incentive stock options (ISOs), stock appreciation rights (SARs), unrestricted stock, restricted stock, restricted stock units, performance units, performance stock, and other awards. The Plan was formerly known as The Allstate Corporation 2001 Equity Incentive Plan. The Plan was approved by the Board of Directors on March 13, 2001, and became effective when approved by the Companys stockholders on May 15, 2001 (the Effective Date). The Plan was amended by the Board of Directors on March 9, 2004. On March 14, 2006 the Plan was amended and restated effective upon approval by stockholders at the 2006 Annual Meeting of Stockholders on May 16, 2006. The Plan was further amended and restated by the Board at meetings held on September 10, 2006, February 20, 2007, and September 15, 2008. On March 10, 2009, the Plan was amended, restated, and renamed as The Allstate Corporation 2009 Equity Incentive Plan, effective upon approval by stockholders at the 2009 Annual Meeting of Stockholders on May 19, 2009. The Plan was further amended and restated on February 22, 2011, and February 21, 2012. On February 18, 2013, the Plan was amended, restated, and renamed The Allstate Corporation 2013 Equity Incentive Plan and was effective upon approval by stockholders at the Companys 2013 annual stockholders meeting, and shall thereafter remain in effect as provided in Section 1.3 herein. The Plan was further amended and restated on February 19, 2014. 1.2 Purpose of the Plan. The primary purpose of the Plan is to provide a means by which employees of the Company and its Subsidiaries can acquire and maintain stock ownership, thereby strengthening their commitment to the success of the Company and its Subsidiaries and their desire to remain employed by the Company and its Subsidiaries. The Plan also is intended to attract and retain employees and to provide such employees with additional incentive and reward opportunities designed to encourage them to enhance the profitable growth of the Company and its Subsidiaries. 1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall remain in effect subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 15 herein, until all Stock subject to it shall have been purchased or acquired according to the Plans provisions.

Establishment of the Plan from Compensation Plan

Establishment of the Plan. WashingtonFirst Bankshares, Inc. (the "Company"), a corporation formed under the laws of the Commonwealth of Virginia to serve as the bank holding company for WashingtonFirst Bank, hereby establishes an equity compensation plan for the Company and its Subsidiaries to be known as the "WashingtonFirst Bankshares, Inc. 2010 Equity Compensation Plan", as set forth in this document and as hereafter from time to time amended (the "Plan"). Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards to Employees and Non-Employee Directors.The Plan was adopted by the Board of Directors of the Company on February 22, 2010 (the "Effective Date"). Awards under the Plan may not be granted prior to the Effective Date of the Plan, provided that Incentive Stock Options may not be granted prior to the later of the Effective Date of the Plan or the date of shareholder approval of the amendment to the Plan permitting the grant of Incentive Stock Options as Awards.

Establishment of the Plan from Incentive Compensation Plan

Allot Communications Ltd., an Israeli corporation (the "Company"), has adopted the Allot Communications Ltd. 2006 Incentive Compensation Plan (the "Plan") for the benefit of non-employee directors of the Company, officers and eligible employees and consultants of the Company and any Subsidiaries and Affiliates (as each term is defined below), as follows:

Establishment of the Plan. The Company hereby establishes this incentive compensation plan to be known as the "Allot Communications Ltd. 2006 Incentive Compensation Plan," as set forth in this document. The Plan permits the grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards and Other Stock-Based Awards. The Plan was adopted by the Board of Directors (as defined below) on October 29, 2006. The Plan shall become effective immediately prior to the effective date of the initial public offering of the Shares pursuant to a registration statement under the Securities Act (the "Effective Date"), provided that the Plan is approved by the holders of a majority of the outstanding Shares which are present and voted at a meeting, which approval must occur within the period ending twelve (12) months after the date the Plan is adopted by the Board. The effectiveness of any Awards granted prior to such shareholder approval shall be specifically subject to and conditioned upon, and no Award shall be vested or exercisable until, such shareholder approval. If the Plan is not so approved by the Company's shareholders or the Company's initial public offering of Shares does not occur prior to December 31, 2006, the Plan shall not become effective, and shall terminate immediately, and any Awards previously granted shall thereupon be automatically canceled and deemed to have been null and void ab initio. The Plan shall remain in effect as provided in Section 1.3.