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                                Exhibit 10(d)(i)

                    The Scotts Company 1996 Stock Option Plan
                                (2002 Amendment)
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                               THE SCOTTS COMPANY

                             1996 STOCK OPTION PLAN

                                 2002 AMENDMENT

WHEREAS, the shareholders of The Scotts Company ("Company") previously approved
adoption of the 1996 Stock Option 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(g) is amended and restated to read, in its entirety, as
         follows:

         (g)      "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(h) is amended and restated to read, in its entirety, as
         follows:

         (h)      "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.       Section 6.6 is amended and restated to read, in its entirety, as
         follows:

                  6.6      Director Options. Notwithstanding anything else
         contained herein to the contrary, on the first business day following
         the date of each annual meeting of shareholders during the term of the
         Plan, each Eligible Director shall receive a Director Option to
         purchase 5,000 shares of Stock at an exercise price per share equal to
         the Fair Market Value of the Stock on the date of grant. An Eligible
         Director who is a member of one or more Board committees, shall
         receive an additional grant covering 500 shares of Stock for each
         committee of which the Eligible Director is a member. An Eligible
         Director who chairs one or more Board committees shall receive (over
         and above that additional grant covering 500 shares for each committee
         membership) an additional grant covering 1,000 shares of Stock for
         each committee the Eligible Director chairs. Each Director Option
         shall be exercisable six months after the date of grant and shall
         remain exercisable until the earlier to occur of (a) the tenth
         anniversary of the date of grant or (b) the first anniversary of the
         date the Eligible Director ceases to be a member of the Board, except
         that (i) if the Eligible Director ceases to be a member of the Board
         after having been convicted of, or pled guilty or nolo contendere to,
         a felony, the Eligible Director's Director Options shall be canceled
         on the date the Eligible Director ceases to be a director, or (ii) if
         the Eligible Director ceases to be a member of the Board due to
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         Retirement, any Director Options granted to such Eligible Director
         which are then outstanding (whether or not exercisable prior to the
         date of such Retirement), may be exercised at any time prior to the
         expiration of the term of the Director Options or within five years
         following the Retirement, whichever period is shorter. An Eligible
         Director may exercise a Director Option in the manner described in
         Section 6.4.

5.       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.

6.       SECTION 8.1 IS AMENDED AND RESTATED TO READ, IN ITS ENTIRETY, AS
         FOLLOWS:

                  8.1      Accelerated Vesting and Payment. Subject to the
         provisions of Section 8.2 below, in the event of a Change in Control,
         each Participant shall be permitted, in the Participant's discretion,
         to surrender any Option (excluding any Director Option) or portion
         thereof in exchange for (a) a payment in cash of an amount equal to
         the excess of the Change in Control Price over the exercise price of
         the Option or (b) 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. However,
         the Committee, in its sole discretion, may offer the holders of the
         Options to be surrendered a reasonable opportunity (not longer than 15
         days beginning on the date of the Change in Control) to exercise all
         their outstanding Options (whether or not otherwise then exercisable)
         by following the exercise procedures described in Section 6. Such
         right to surrender an Option in exchange for a payment in cash or, if
         appropriate, in shares of Stock (or to exercise an Option) as provided
         in the two preceding sentences shall remain in effect only during the
         fifteen-day period commencing with the day following the date of a
         Change in Control. Thereafter, the Option shall only be exercisable in
         accordance with the terms and conditions of the Stock Option Agreement
         and the provisions of the Plan.

7.       SECTION 8.2 IS AMENDED AND RESTATED TO READ, IN ITS ENTIRETY, AS
         FOLLOWS:

                  8.2      Alternative Awards. Notwithstanding Section 8.l, no
         cancellation or cash settlement or other payment or exercise shall
         occur under the circumstances described in Section 8.1 with respect to
         any Option or any class of Options if the Committee reasonably
         determines in good faith prior to the occurrence of a Change in
         Control that such Option or Options 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:
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                  (a) 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;

                  (b) 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 Option, including, but not limited to, an identical or better
         exercise or vesting schedule and identical or better timing and methods
         of payment;

                  (c) have substantially equivalent economic value to such
         Option (determined at the time of the Change in Control); and

                  (d) 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.

8.       SECTION 8.3 IS AMENDED AND RESTATED TO READ, IN ITS ENTIRETY, AS
         FOLLOWS:

                  8.3      Director Options and Stock Units. Upon a Change in
         Control, each Director Option granted to an Eligible Director and all
         Stock Units credited to an Eligible Director shall be canceled in
         exchange for (a) a payment in cash or, (b) in the case of Director
         Options and 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 associated with the cancelled Director Options
         and the Fair Market Value of 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 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 (a) the Stock remains traded on an established securities
         market following the Change in Control and (b) such Eligible Director
         remains on the Board following the Change in Control. The amount of
         cash exchanged for each Stock Unit shall be the Change in Control
         Price.

9.       Section 10.1 is amended and restated to read, in its entirety, as
         follows:
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                  10.1.    Assignability.

                  (a)      With the permission of the Committee, a Participant
         or a specified group of Participants who has or have been granted an
         NSO 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 NSO 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 an NSO except by
         will or the laws of descent and distribution and then only to another
         Permissible Transferee. Other than as described above, an NSO 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 10.1(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 an NSO to be
         deferred under this section will be credited to a Stock fund
         established under the nonqualified deferred compensation 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 an NSO) 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 or has received a Stock
         Unit under the Plan may transfer such Director Option or Stock Unit to
         a revocable inter vivos trust as to which the Eligible Director is the
         settlor or may transfer such Director Option or Stock Unit 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
         or Stock Unit and subject to the
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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 or Stock Unit 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 or Stock Unit received 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 or by whom
received, may be exercised only by the Eligible Director or the Eligible
Director's guardian or legal representative.