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                                 EXHIBIT 10(q)

     Letter agreement, dated November 5, 2002, pertaining to the terms of
employment of Mr. Norton through December 31, 2005, and superseding certain
provisions of the letter agreement, dated June 8, 2000, between the Registrant
and Mr. Norton.

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                                                                   EXHIBIT 10(p)

THE SCOTTS COMPANY                                                [Scotts logo]
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and subsidiaries


James Hagedorn
President and Chief Executive Officer


November 5, 2002



Dear Pat:

         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 Chief
                  Financial Officer and Executive Vice President until December
                  31, 2002. Thereafter, you will remain an employee, but will
                  have limited duties, primarily to act in an advisory capacity
                  to me on our Scotts LawnService(R) business. The terms of your
                  continued employment are as follows:

                  (a)      Term: January 1, 2003-December 31, 2005 (or such
                           other date as you and the Company may hereafter
                           mutually agree, the date the Company terminates your
                           employment for Cause (as that term is defined in the
                           Company's 1996 Stock Option Plan) or the date of your
                           death or total disability).

                  (b)      Compensation: In compensation for your continued
                           employment, you will be entitled to receive an annual
                           payment of $11,000 payable monthly for each year in
                           which the service was rendered. In addition, you will
                           be granted 4,500 stock options each year during the
                           normal grant cycle at the approval of The
                           Compensation and Organization Committee of the
                           Company's Board of Directors.

                  (c)      Termination for Cause: Should the Company terminate
                           your employment for cause, the Company shall have no
                           further obligations to continue your compensation.
                           Termination not for Cause: Should the Company
                           terminate your employment for reasons other than for
                           Cause, you will be entitled to be paid the
                           compensation of the options and benefits owed for the
                           remainder of the Term of this agreement.

                  (d)      Benefits continuation: As of December 31, 2005, you
                           will be entitled to continue to participate in the
                           Company's group medical and dental plans under the
                           prevailing annual COBRA rates until your 65th
                           birthday at which time you will be eligible for
                           Medicare which is the Company's primary medical plan
                           (for individuals 65 years of age or older).

                  (e)      The agreement set forth in this letter will not apply
                           should you voluntarily terminate your employment with
                           the Company prior to December 31, 2005.

         2.       You and the Company both acknowledge that you are currently a
                  member of the Company's Board of Directors. In that capacity,
                  you serve as a member of the Finance Committee and a
                  non-voting member of the Audit Committee. It is the

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                  current intention of the parties that you will continue to
                  serve in those capacities during the duration of your term as
                  a director (and such other subsequent terms as you may be
                  elected). Your compensation for such services will be $30,000
                  per year and an annual grant of 5,500 shares. This
                  compensation is contingent on you being a member of the
                  Company's Board of Directors and is applicable for the years
                  2003, 2004 and 2005. For the years after 2005, the Nominating
                  and Governance Committee of the Board consistent with its
                  policies and practices with regard to compensation and the
                  requirements of applicable law or regulations will determine
                  your compensation for such service.

         3.       In summary your compensation for your service will be paid as
                  follows in accordance with the terms described above:

                  (a)      Your total pay will be $41,000 per year paid monthly.

                  (b)      You will receive and annual grant of stock of 10,000
                           during the normal grant cycle at the approval of
                           Compensation and Organization Committee of the
                           Company's Board of Directors. The grants will be made
                           in 2002, 2003 and 2004. These grants will have a
                           vesting period of 6-months. Your option grants will
                           be subject to the retirement provisions provided to
                           members of The Board of Directors of the Company.

                  (c)      You will be eligible for all of the Company benefits
                           plans in accordance with the terms provided to all
                           associates through December 31, 2005.

                           1.       On January 1st, 2006 you will be eligible to
                                    elect medical and dental at the prevailing
                                    COBRA rate in effect till you reach age 65.

                           2.       On November 19th, 2015, which is your 65th
                                    birthday you will become eligible for the
                                    Medicare which is the Company's primary
                                    retiree healthcare plan at that age.

         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.

         Pat, I am pleased that we could reach an agreement on the matters set
forth above and I look forward to working with you.

                                     Very truly yours,

                                     The Scotts Company

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

Agreed and Acknowledged:

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

                                         /s/ Patrick J. Norton
                                         ----------------------
Dated: November 22, 2002                 Pat Norton