EXHIBIT
10.2

    


    Summary
of Compensation for Nonemployee Directors of

    The
Scotts Miracle-Gro Company

    Effective
as of January 23, 2009

     

    
      
        

      

    

    


    At the
meeting of the Board of Directors (the “Board”) of The Scotts Miracle-Gro
Company (the “Company”) held on January 21, 2009, the Board approved the
recommendations of the Governance and Nominating Committee of the Board with
respect to compensation for the 2009 calendar year for nonemployee members of
the Board (“Nonemployee Directors”) and the Lead Independent Director of the
Company.  The compensation approved by the Board is described
below.

    


    Annual
Cash Retainer; Reimbursement of Expenses

    


    Effective
January 23, 2009, each of the Nonemployee Directors will be paid an annual cash
retainer in the amount of $100,000 and the Lead Independent Director will be
paid an additional annual cash retainer in the amount of $15,000.  The
annual cash retainer(s) will be paid on a quarterly basis, in January, April,
July and October, 2009.  Nonemployee Directors receive reimbursement
of all reasonable travel and other expenses associated with attending Board and
Board committee meetings.

    


    Deferred
Stock Units

    


    On
January 23, 2009:  (a) each Nonemployee Director was granted
deferred stock units having a value of $70,000; (b) the Lead Independent
Director was granted additional deferred stock units having a value of $35,000;
(c) each Nonemployee Director was granted additional deferred stock units
having a value of $12,500 for each committee of the Board on which such
Nonemployee Director serves; (d) each Nonemployee Director serving as the
chairperson of a committee of the Board was granted additional deferred stock
units having a value of $25,000; and (e) each Nonemployee Director serving
on the Audit Committee of the Board was granted additional deferred stock units
having a value of $5,000.  The number of deferred stock units (and
related dividend equivalents) granted to each Nonemployee Director (including
the Lead Independent Director) was calculated by dividing the aggregate value of
deferred stock units to be granted to such Nonemployee Director by the closing
price of the Company’s common shares on the January 23, 2009 grant date ($33.33)
and rounding any resulting fractional deferred stock unit up to the next whole
deferred stock unit.

    


    The
deferred stock units (and related dividend equivalents) were granted under The
Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan
(the “2006 Plan”).  Each whole deferred stock unit represents the
right to receive one full common share of the Company at the time and in the
manner described in the Deferred Stock Unit Award Agreement for Nonemployee
Directors (with Related Dividend Equivalents) evidencing the
award.  Each dividend equivalent represents the right to receive
additional deferred stock units (rounded to the nearest whole deferred stock
unit) in respect of dividends that are declared and paid during the period
beginning on the grant date and ending on the settlement date with respect to
the common share of the Company represented by the related deferred stock
unit.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    The
deferred stock units, including any deferred stock units received in respect of
dividend equivalents on or prior to the vesting date, will generally become 100%
vested on January 23, 2012.  Any deferred stock units received in
respect of dividend equivalents following the vesting date will be 100% vested
on the date they are credited to the Nonemployee Director.  If, prior
to the vesting date, a Nonemployee Director ceases to be a member of the Board
after having been convicted of, or pleading guilty or nolo contendere to, a felony
(“Cause”), the Nonemployee Director’s deferred stock units will be immediately
forfeited.

    


    Under
certain circumstances, the deferred stock units will vest prior to January 23,
2012.  These circumstances depend, in part, on whether a Nonemployee
Director had served one full term on the Board as of January 23,
2009.  If a Nonemployee Director who had served less than one full
term on the Board as of January 23, 2009:  (a) ceases to be a
member of the Board (other than for Cause) after completing at least one full
term of continuous service on the Board, (b) dies or (c) becomes
totally disabled, then the deferred stock units granted during the Nonemployee
Director’s first term will become 100% vested as of the date of such
event.  If a Nonemployee Director who had served at least one full
term on the Board as of January 23, 2009:  (a) ceases to be a
member of the Board (other than for Cause) after completing at least two full
terms of continuous service on the Board and attaining age 50, (b) dies or
(c) becomes totally disabled, then all of the Nonemployee Director’s
deferred stock units will become 100% vested as of the date of such
event.  If a Nonemployee Director ceases to be a member of the Board
prior to the vesting date for any reason not described in the preceding two
sentences, the Nonemployee Director’s deferred stock units will be immediately
forfeited.

    


    Subject
to the terms of the 2006 Plan, vested deferred stock units will be settled in a
lump sum as soon as administratively practicable, but no later than 90 days,
following the earliest to occur of:  (i) a Nonemployee Director’s
ceasing to be a member of the Board; (ii) a Nonemployee Director’s death;
(iii) the date a Nonemployee Director becomes totally disabled; or
(iv) January 23, 2014.  Whole deferred stock units will be
settled in full common shares of the Company and any fractional deferred stock
units will be settled in cash, determined based on the fair market value of a
common share of the Company on the settlement date.

    


    If there
is a Change in Control (as defined in the 2006 Plan), each Nonemployee
Director’s deferred stock units will become 100% vested on the date of the
Change in Control and will be settled as described in the 2006
Plan.

    


    For more
information about the deferred stock units (and related dividend equivalents)
granted to the Nonemployee Directors, please refer to (a) the form of
Deferred Stock Unit Award Agreement for Nonemployee Directors (with Related
Dividend Equivalents) that is included as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2009; and
(b) the 2006 Plan that is included as Exhibit 10(r)(2) to the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30,
2007.


    
      
         


      

      
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