United Kingdom Financial Services Uses in Purpose Clause

Purpose from Incentive Compensation Plan

This Sub-Plan, adopted under The HollyFrontier Corporation Long-Term Incentive Compensation Plan (the "Plan"), is adopted effective February 14, 2017 to apply to grants made to service providers in the United Kingdom.

Purpose. The purpose of this Sub-Plan is to amend those provisions ofthe Plan which are required to be amended in order for Awards granted under the Plan, and communications concerning those Awards, to be exempt from provisions of the United Kingdom Financial Services and Markets Act 2000. All Awards to service providers resident in the United Kingdom (as limited below) shall be made under this Sub-Plan.

Purpose from Incentive Plan

This Sub-Plan, adopted under The Scotts Miracle-Gro Company Long-Term Incentive Plan (the Plan), is made as of the 30th day of October, 2007, pursuant to resolutions adopted by the Compensation and Organization Committee of the Board of The Scotts Miracle-Gro Company (the Company), and the provisions of Article 21.9 of the Plan.

Purpose. The purpose of this Sub-Plan is primarily to amend those provisions of the Plan which are required to be amended in order: (a) for grants made under the Plan, and communications concerning those grants, to be exempt from provisions of the United Kingdom Financial Services and Markets Act 2000; and (b) to take account of United Kingdom tax treatment; with respect solely to grants made to officers and employees of the Company or one of its Subsidiaries who are residents of the United Kingdom. This Sub-Plan shall not apply to any other grants made under the Plan. 2. Restricted Availability of Grants. Any grants made pursuant to this Sub-Plan shall be made only to officers and employees of the Company or one of its Subsidiaries who are residents of the United Kingdom. 3. Restricted Delivery of Awards. Any payments made pursuant to this Sub-Plan shall be made only in common shares of the Company. For the avoidance of doubt, and without limitation, dividend equivalents granted pursuant to Article 14 of the Plan may be delivered only in Shares and no earlier than the Shares to which they relate are delivered under the Award. 4. Restricted Beneficiary Designation. For purposes of grants made pursuant to this Sub-Plan, the persons to whom any benefit may be designated under Article 15 of the Plan shall be limited to a Participants children and step-children under the age of eighteen, spouses and surviving spouses and civil partners (within the meaning of the United Kingdom Civil Partnerships Act 2004) and surviving partners. 5. Inapplicability of Certain Provisions of Plan. For purposes of grants made pursuant to this Sub-Plan, the entireties of Articles 7 and 13 of the Plan are not applicable to said grants. 6. Modification of Certain Provisions of Plan. For purposes of grants made pursuant to this Sub-Plan: