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                                Exhibit 10(b)(i)

                The Scotts Company 1992 Long Term Incentive Plan
                                (2002 Amendment)
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                               THE SCOTTS COMPANY

                          1992 LONG TERM INCENTIVE PLAN

                                 2002 AMENDMENT

WHEREAS, the shareholders of The Scotts Company ("Company") previously approved
adoption of the 1992 Long Term Incentive Plan ("Plan");

WHEREAS, the Plan provides that the Company's Board of Directors ("Board") or
the Company's Compensation and Organization Committee ("Committee") may amend
the Plan at any time;

NOW, THEREFORE, the Board and the Committee have amended the Plan effective on
(and subject to) approval by the Company's shareholders:

1.       Section 2.1(e) is amended and restated to read, in its entirety, as
         follows:

         (e)      "Change in Control" means the occurrence of any of the
                  following events:

                           (i)      the members of the Board ("Incumbent
                  Directors") cease for any reason other than death to
                  constitute at least a majority of the members of the Board,
                  provided that any director whose election, or nomination for
                  election by the Company's shareholders, was approved by a
                  vote of at least a majority of the then Incumbent Directors
                  also will be treated as an Incumbent Director; or

                           (ii)     any "person," including a "group" [as such
                  terms are used in Sections 13(d) and 14(d)(2) of the Act,
                  but excluding the Company, any of its Subsidiaries, any
                  employee benefit plan of the Company or any of its
                  Subsidiaries or Hagedorn Partnership, L.P. or any party
                  related to Hagedorn Partnership, L.P. as determined by the
                  Committee] is or becomes the "beneficial owner" [as defined
                  in Rule 13d-3 under the Act], directly or indirectly, of
                  securities of the Company representing more than 30 percent
                  of the combined voting power of the Company's then
                  outstanding securities; or

                           (iii)    the adoption or authorization by the
                  shareholders of the Company of a definitive agreement or a
                  series of related agreements (1) for the merger or other
                  business combination of the Company with or into another
                  entity in which the shareholders of the Company immediately
                  before the effective date of such merger or other business
                  combination own less than 50 percent of the voting power in
                  such entity or (2) for the sale or other disposition of all
                  or substantially all of the assets of the Company;

                           (iv)     the adoption by the shareholders of the
                  Company of a plan relating to the liquidation or dissolution
                  of the Company; or
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                           (v)      for any reason, Hagedorn Partnership, L. P.
                  or any party related to Hagedorn Partnership, L.P. as
                  determined by the Committee, becomes the "beneficial owner"
                  [as defined in Rule 13d-3 under the Act], directly or
                  indirectly, of securities of the Company representing more
                  than 49 percent of the combined voting power of the
                  Company's then outstanding securities.

2.       Section 2.1(f) is amended and restated to read, in its entirety, as
         follows:

                  (b)      "Change in Control Price" means the highest price per
                  share of Stock offered in conjunction with any transaction
                  resulting in a Change in Control (as determined in good
                  faith by the Committee if any part of the price offered is
                  payable other than in cash) or, in the case of a Change in
                  Control occurring solely by reason of events not related to
                  a transfer of Stock, the highest Fair Market Value of a
                  share of Stock on any of the 30 consecutive trading days
                  ending on the last trading day before the Change in Control
                  occurs.

3.       Section 2.1(t) is amended and restated to read, in its entirety, as
         follows:

     (t) "Retirement" means, unless the Committee specifies otherwise, the date:

                           (i)      a Participant terminates employment on or
                  after the earlier of (1) reaching age 62 or, (2) with the
                  Committee's approval, reaching age 55 and completing at
                  least 10 years of service as an Employee; or

                           (ii)     an Eligible Director terminates service as a
                  Board member after having been a Board member for at least
                  one full term.

4.       New Section 6.8 is added to the Plan to read, in its entirety, as
         follows:

                  6.8      Restriction on Repricing. Regardless of any other
         provision of this Plan, neither the Company nor the Committee may
         "reprice" (as defined under rules issued by the exchange on which the
         Stock then is traded) any Option without the prior approval of the
         shareholders.

5.       Section 9.1 is amended and restated to read, in its entirety, as
         follows:

                  9.1      Accelerate Vesting and Payment. Subject to the
         provisions of Section 9.2 below, in the event of a Change in Control,
         each Option (excluding any Director Option) shall be cancelled in
         exchange for (a)(i) a payment in cash of an amount equal to the excess
         of the Change in Control Price over the exercise price for such Option
         or (ii) at the Committee's discretion, whole shares of Stock with a
         Fair Market Value equal to the excess of the Change in Control Price
         over the exercise price of the Option and the Fair Market Value of any
         fractional share of Stock will be distributed in cash and (b) all
         Performance Shares shall become non-forfeitable and be immediately
         payable in cash, notwithstanding the form of payment previously elected
         by the Participant. However, the Committee, in its sole discretion, may
         offer the holders of the Options to be cancelled a reasonable
         opportunity (not longer than 15 days beginning on the date of the
         Change in
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         Control) to exercise all their outstanding Options (whether or not
         otherwise then exercisable) by following the exercise procedures
         described in Section 6.

6.       Section 9.2 is amended and restated to read, in its entirety, as
         follows:

                  9.2      Alternative Awards. Notwithstanding Section 9.1, no
         cancellation, acceleration of exercisability or vesting or cash
         settlement or other payment or exercise shall occur under the
         circumstances described in Section 9.1 with respect to any Award or any
         class of Awards if the Committee reasonably determines in good faith
         prior to the occurrence of a Change in Control that such Award or
         Awards shall be honored or assumed, or new rights substituted therefor
         (such honored, assumed or substituted award hereinafter called an
         "Alternative Award"), by a Participant's employer (or the parent or a
         subsidiary of such employer) immediately following the Change in
         Control, provided that any such Alternative Award must:

                  (i)      be based on stock which is traded on an established
         securities market, or which will be so traded within 60 days of the
         Change in Control;

                  (ii)     provide such Participant (or each Participant in a
         class of Participants) with rights and entitlements substantially
         equivalent to or better than the rights, terms and conditions
         applicable under such Award, including, but not limited to, an
         identical or better exercise or vesting schedule and identical or
         better timing and methods of payment;

                  (iii)    have substantially equivalent economic value to such
         Award (determined at the time of the Change in Control);

                  (iv)     have terms and conditions which provide that in the
         event that the Participant's employment is involuntarily terminated or
         constructively terminated, any conditions on a Participant's rights
         under, or any restrictions on transfer or exercisability applicable to,
         each such Alternative Award shall be waived or shall lapse, as the case
         may be.

         For this purpose, a constructive termination shall mean a termination
         by a Participant following a material reduction in the Participant's
         compensation, a material reduction in the Participant's
         responsibilities or the relocation of the Participant's principal place
         of employment to another location, in each case without the
         Participant's written consent.

7.       Section 9.3 is amended and restated to read, in its entirety, as
         follows:

                  9.3      Director Options. Upon a Change in Control, each
         Director Option granted to an Eligible Director shall be cancelled in
         exchange for (a) a payment in cash or (b) in the Committee's
         discretion, whole shares of Stock with a Fair Market Value equal to the
         excess of the Change in Control Price over the exercise price
         associated with the cancelled Director Option and the Fair Market Value
         of
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         any fractional share of Stock will be distributed in cash.
         Alternatively, the Committee, in its sole discretion, may offer the
         holders of the Director Options to be cancelled a reasonable
         opportunity (not longer than 15 days beginning on the date of the
         Change in Control) to exercise all their outstanding Director Options
         (whether or not otherwise then exercisable) by following the exercise
         procedures described in Section 6. The amount of cash (or the Fair
         Market Value of shares of Stock plus the cash to be distributed in lieu
         of a fractional share of Stock) exchanged for each Director Option
         shall be the excess of the Change in Control Price over the exercise
         price for such Director Option unless (i) the Stock remains traded on
         an established securities market following the Change in Control and
         (ii) such Eligible Director remains on the Board following the Change
         in Control.

8.       Section 7.4 is deleted in its entirety.

9.       Section 11.1 is amended and restated to read, in its entirety, as
         follows:

                  11.1.    Assignability of Nonstatutory Stock Options,
         Performance Shares and Director Options.

                  (a)      With the permission of the Committee, a Participant
         or a specified group of Participants who has or have been granted a
         Nonstatutory Stock Option or Performance Share under the Plan may
         transfer it to a revocable inter vivos trust as to which the
         Participant is the settlor or may transfer it to a "Permissible
         Transferee." A Permissible Transferee shall be defined as any member of
         the immediate family of the Participant; any trust, whether revocable
         or irrevocable, solely for the benefit of members of the Participant's
         immediate family; any partnership or limited liability company whose
         only partners or members are members of the Participant's immediate
         family; or an organization described in Section 501(c)(3) of the Code.
         Any such transferee shall remain subject to all of the terms and
         conditions applicable to such Nonstatutory Stock Option or Performance
         Share and subject to the rules and regulations prescribed by the
         Committee. A Permissible Transferee [other than an organization
         described in Section 501(c)(3) of the Code] may not retransfer a
         Nonstatutory Stock Option or Performance Share except by will or the
         laws of descent and distribution and then only to another Permissible
         Transferee. Other than as described above, a Nonstatutory Stock Option
         or Performance Share granted under the Plan may not be transferred
         except by will or the laws of descent and distribution and, during the
         lifetime of the Participant to whom granted, may be exercised only by
         the Participant or the Participant's guardian or legal representative.

                  (b)      Subject to rules, procedures and limitations adopted
         by the Committee, a Participant who is an Employee on the exercise date
         [but not a designated beneficiary or a Permissible Transferee as
         defined in Section 11.1(a)] may elect to defer the gain associated with
         the exercise of an Award (other than an Incentive Stock Option) into
         and subject to the terms of any nonqualified deferred compensation
         program (i) maintained by the Company or any Subsidiary and (ii)
         designated by the Committee. Any gain attributable to a Nonstatutory
         Stock Option to be deferred under this section will be credited to a
         Stock fund established under the nonqualified deferred compensation
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         plan, will subsequently be valued solely with reference to the Fair
         Market Value of Stock and will be distributed in the form of Stock. Any
         gain attributable to an Award (other than a Nonstatutory Stock Option)
         to be deferred under this section will be credited to an investment
         fund established under the nonqualified deferred compensation plan as
         directed by the deferring Participant and will be distributed in any
         form permitted by that nonqualified deferred compensation plan.

                  (c)      With the permission of the Committee, an Eligible
         Director who has been granted a Director Option under the Plan may
         transfer such Director Option to a revocable inter vivos trust as to
         which the Eligible Director is the settlor or may transfer such
         Director Option to a "Permissible Transferee." A Permissible Transferee
         shall be defined as any member of the immediate family of the Eligible
         Director; any trust, whether revocable or irrevocable, solely for the
         benefit of members of the Eligible Director's immediate family; any
         partnership or limited liability company whose only partners or members
         are members of the Eligible Director's immediate family; or an
         organization described in Section 501(c)(3) of the Code. Any such
         transferee shall remain subject to all of the terms and conditions
         applicable to such Director Option and subject to the rules and
         regulations prescribed by the Committee. A Permissible Transferee
         [other than an organization described in Section 501(c)(3) of the Code]
         may not retransfer a Director Option except by will or the laws of
         descent and distribution and then only to another Permissible
         Transferee. Other than as described above, a Director Option granted
         under the Plan may not be transferred except by will or the laws of
         descent and distribution and, during the lifetime of the Eligible
         Director to whom granted, may be exercised only by the Eligible
         Director or the Eligible Director's guardian or legal representative.