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                                 EXHIBIT 10(t)

                        Letter agreement,
                        dated November 21, 2002, replacing
                        and superseding the letter agreement
                        dated December 20, 2001,
                        between the Registrant and
                        L. Robert Stohler
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                                                                   EXHIBIT 10(t)

THE SCOTTS COMPANY                                                [Scotts logo]
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and subsidiaries


James Hagedorn
President and Chief Executive Officer


November 21, 2001



Dear Bob:

         This letter is intended to memorialize the agreements we have reached
regarding your continued employment with The Scotts Company (the "Company"). We
have agreed as follows:

         1.       You agree to continue in your present position as Executive
                  Vice President - North America until the earlier of:

                  (a)      September 30, 2003 (or such other date as you and the
                           Company may hereafter mutually agree);

                  (b)      The date the Company terminates your employment
                           without Cause (as that term is defined in the
                           Company's 1996 Stock Option Plan);

                  (c)      The date of your death or total disability; or

                  (d)      The effective date of a Change in Control (as that
                           term is defined in the Company's 1996 Stock Option
                           Plan).

         Each of the dates set forth above is hereinafter referred to as
the "Termination Date."

         2.       On or before September 30, 2003, the Company will, at its sole
                  discretion, offer you one of the following options:

                  (a)      Continued employment in your current position beyond
                           September 30, 2003 (defined as an "Offer of Continued
                           Employment"); or

                  (b)      Termination of your employment.

                  In the event the Company makes an Offer of Continued
                  Employment, you may elect to accept or decline such offer. If
                  you accept such offer, your eligibility to receive the
                  termination benefits set forth herein shall be extended to
                  such date as you and the Company agree, or the date upon which
                  the Company terminates your employment without Cause.

                  In the event you decline the Offer of Continued Employment,
                  you will be expected to retire on September 30, 2003, and you
                  will be entitled to receive the termination benefits set forth
                  herein. Assuming you retire on September 30, 2003, you will be
                  eligible for a pay out under the 2003 Executive Annual
                  Incentive Plan, but you will not be eligible for any further
                  stock option grants.


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         3.       On the Termination Date, you will be entitled to receive the
                  following benefits:

                  (a)      A severance payment (payable in 12 equal monthly
                           installments, beginning on the 25th day of the month
                           following the Termination Date) equal to your current
                           annual salary plus your target bonus in effect at the
                           Termination Date (less required tax withholding).

                  (b)      Medical and dental coverage equal to that in effect
                           at the Termination Date will be provided by the
                           Company at no charge to you during the 12 months you
                           are receiving the severance payments set forth in
                           paragraph 3(a) above. Thereafter, you will be
                           entitled to continue to participate in the Company's
                           group medical and dental plans under COBRA until your
                           65th birthday. The Company shall make a lump sum
                           payment to you on the date of the last monthly
                           severance payment equal to the amount necessary to
                           pay the premiums for group medical and dental
                           coverage through your 65th birthday, grossed up for
                           taxes. An example of the calculations used to
                           determine the amount of this lump sum payment is
                           attached to this letter as Exhibit A.

                           After you reach your 65th birthday, you will be
                           entitled to participate in the Scott's Retiree
                           (Medical) Plan, which designates Medicare, as the
                           primary medical program for post age 65.

                  (c)      You presently have 92,000 options to purchase common
                           shares of the Company that have vested and 37,000
                           options that have not vested. In addition, 30,000
                           options, or their equivalents, will be awarded on or
                           before January 31,2003. On the Termination Date, you
                           shall be considered to have retired from the Company.
                           As a result, all of your then outstanding options
                           shall vest and may thereafter be exercised in
                           accordance with the terms and conditions of the
                           Company's 1996 and 2003 Stock Option Plans which
                           state that you will have five years from the
                           Termination Date (September 30, 2003), or the end of
                           the Option term, which ever is the shorter period.

         4.       The agreements set forth in this letter do not apply should
                  you voluntarily terminate your employment with the Company
                  prior to September 30, 2003, or should the Company terminate
                  your employment for Cause, unless by mutual consent.

         5.       Should you die or become totally disabled following the
                  Termination Date but before the payments due you under
                  paragraphs 3(a) and 3(b) above have been made to you, any
                  remaining payments shall be made to you (or your beneficiary,
                  as applicable) within 90 days of your death or total
                  disability. In the event of death or disability, the Company
                  will assume the unpaid liability on your Ohio apartment rent
                  for the balance of the lease. Currently the rental rate is
                  $1,020.00 per month and the lease terminates October 31, 2003.

         Two copies of this letter are enclosed. Please indicate your agreement
with the terms set forth herein by executing one copy of this letter and
returning it to me. The second copy is for your records.


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         Bob, I am pleased that we could reach agreement on the matters set
forth above and I look forward to working with you for the balance of the fiscal
year.

                                     Very truly yours,

                                     The Scotts Company


                                     By: /s/ James Hagedorn
                                         --------------------------------
                                         James Hagedorn
                                         President and Chief Executive Officer

Dear Jim:

         I agree that this letter sets forth the agreements you and I have
reached regarding my continued employment with the Company.

                                         /s/ L. Robert Stohler
                                         --------------------------------
Dated: November 27, 2002                 L. Robert Stohler


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                                    Exhibit A

                         Calculation of Lump Sum Payment


1.       Assume retirement from the Company on September 30, 2003, at age 61.

2.       Assume the Company pays for medical and dental coverage through
         September 30, 2004.

3.       Assume eligibility for Scotts Retiree Medical Plan at age 65 beginning
         November 1, 2006.

Calculation of 25 months of COBRA payments, grossed up for tax purposes and
payable to Mr. Stohler in a lump sum on September 25, 2004:

Mr. Stohler's applicable COBRA rate today:           $   701.00

Times 25 months                                      $17,525.00

Gross up for taxes (times 1.65)                      $11,391.00

Lump sum due                                         $28,916.00