EX-4.8






Exhibit 4.8




FOURTH
AMENDMENT



TO


THE SCOTTS COMPANY


EXECUTIVE RETIREMENT PLAN



WHEREAS, The Scotts Company (“Company”) sponsors The Scotts Company Executive Retirement Plan
(“Plan”); and



WHEREAS, the Company wants to amend the Plan’s definition of “Compensation” and to make additional
changes to the Plan



NOW, THEREFORE, effective as of January 1, 2004:



1. The definition of “Administrative Committee” in Section II of the Plan is amended, in its
entirety, to read as follows:





“Administrative Committee” means (a) the administrative committee appointed by the Board to
administer the tax-qualified retirement plans which are also sponsored by the Employer or
(b) any person or entity to which the Administrative Committee delegates any of the
administrative or ministerial duties assigned to it in this Plan.


2. The definition of “Compensation” in Section II of the Plan is amended, in its entirety, to read
as follows:





“Compensation” has the meaning specified under the applicable provisions of the Qualified
Plan, except that Compensation in excess of the Pay Cap and amounts deferred to this Plan
shall be included. Executive Incentive Pay shall be: (a) in Compensation for purposes of
allocating Employer contributions to Participants’ Retirement Accounts and (b) shall be
excluded from Compensation for purposes of allocating Employer contributions to
Participants’ Matching Accounts and Participants’ Compensation Deferral Elections.


3. Paragraph (1) of Section IV, B. of the Plan is amended, in its entirety, to read as follows:





     (1) With respect to each Plan Year, an Eligible Employee may elect to have a
percentage of his Executive Incentive Pay which is to be awarded to him by the
Employer for the Plan Year in question allocated to his Deferred Executive Incentive
Pay Account and paid on a deferred basis pursuant to the terms of the Plan. To
exercise such an election for any Plan Year, within thirty (30) days after the
Executive Annual Incentive Plan is finalized for the Plan Year, the Eligible
Employee must advise the Employer of his election, in writing or by filing his
election electronically using procedures prescribed by the Administrative Committee,
on an Executive Incentive Pay Deferral Election. Such Executive Incentive Pay
Deferral Election shall apply only to Executive Incentive Pay payable to the
Participant after the date on which the Executive Incentive Pay Deferral Election is
received by the Administrative Committee. If an Eligible



 









 







Employee terminates
employment or changes to an employment status other than an Eligible Employee, his
election to defer Executive Incentive Pay shall terminate and no additional amounts
shall be deferred.


4. Paragraph (1) of Section IV, C. of the Plan is amended, in its entirety, to read as follows:





     (1) With respect to each pay period, subject to the maximum percentage deferral
permitted under the terms of the Qualified Plan, an Eligible Employee may elect to
have a percentage of his Compensation which is to be paid to him by the Employer for
the pay period in question allocated to his Deferred
Compensation Account and paid on a deferred basis pursuant to the terms of the
Plan. To exercise such election for any Plan Year, within thirty (30) days prior to
the beginning of such Plan Year, the Eligible Employee must advise the Employer of
his election, in writing or by filing his election electronically using procedures
prescribed by the Administrative Committee, on a Compensation Deferral Election.
Such Compensation Deferral Election shall apply only to Compensation payable to the
Participant after the date on which the Compensation Deferral Election is received
by the Administrative Committee. If an Eligible Employee terminates employment or
changes to an employment status other than an Eligible Employee, his election to
defer Compensation shall terminate and no additional amounts shall be deferred. A
Participant shall be permitted, pursuant to this Section IV.C. to defer amounts of
his Compensation that could otherwise have been contributed to the Qualified Plan,
for such Plan Year, were it not for the application of any of the Statutory Limits.
If, during the Plan Year, in the sole discretion of the Administrative Committee and
the administrator of the Qualified Plan, contribution percentages under the
Qualified Plan must be further reduced to insure passage of the ADP Test and/or the
ACP Test, or Participants’ contributions to the Qualified Plan must be reduced to
satisfy the Deferral Limit, any reduced contribution attributable to Participants of
this Plan shall be deferred automatically under this Plan. However, if it is
determined after the end of the Plan Year that the ADP and/or the ACP Test would be
failed, any and all corrective action will be taken in accordance with the rules of
the Qualified Plan and no additional amounts may be deferred under this Plan for
that Plan Year.


5. Paragraph (1) of Section IV, D. of the Plan is amended, in its entirety, to read as follows:





     (1) Retirement Contribution. For each pay period, the Employer will allocate
to each Eligible Employee’s Retirement Account an amount equal to the Retirement
Contribution he would have received under the Qualified Plan with respect to his
Compensation (as defined in Section II of this Plan) minus the Retirement Contribution
actually allocated under the Qualified Plan.


6. Paragraph (2) of Section IV, D. of the Plan is amended, in its entirety, to read as follows:





     (2) Matching Contributions. For each pay period, the Employer shall make
matching contributions to the Matching Account of each Participant who elects to defer
Compensation in accordance with Section IV.C. For each pay period, the amount of such



 









 







matching contribution will be the matching contribution that would have been made under the
Qualified Plan applied against the aggregate of deferrals to the Qualified Plan and this
Plan less any matching contributions made on behalf of the Participant under the Qualified
Plan.


7. Section IV, F. of the Plan is amended, in its entirety, to read as follows:





     F. Outside Investment Funds. Each Participant shall direct the portion of
future contributions to, and the existing balance in, the Participant’s Account to be
treated as credited to one or more of the Outside Investment Funds. A Participant may
change his or her direction among the Outside Investment Funds as of any business day by
providing instructions in such manner as may be prescribed by the Administrative Committee,
subject to any applicable restrictions under an Outside Investment Fund. If a Participant
does not designate one or more of the Outside Investment Funds, his Accounts
will be credited to the Fidelity Retirement Money Market Portfolio Fund or to a successor
fund identified by the Administrative Committee.


8. Section V, B. of the Plan is amended, in its entirety, to read as follows:





     B. Method of Distribution. Amounts credited to a Participant’s Account shall
be distributed to the Participant either in a single lump sum payment or in substantially
equal annual installments over a period less than ten (10) years. To the extent that an
Account is distributed in installment payments, the undisbursed portions of such Account
shall continue to be credited with Additions in accordance with the applicable provisions of
Section IV.H. In addition, if, as of any business day after the date described in Section
V.A., the amount allocated to a Participant’s Account is less than $5,000, the
Administrative Committee shall pay such amount to the Participant and reduce the balance of
his Account to zero. The method of distribution shall be elected by the Participant in the
Executive Incentive Pay Deferral Election and Compensation Deferral Election delivered to
the Administrative Committee at the time the applicable deferral election is made.
Distributions of amounts credited to Investment Funds other than the Company Stock Fund
shall be made in cash. Distributions of amounts credited to the Company Stock Fund shall be
distributed in the greatest whole number of common shares of the Company which can be
distributed based on the amount credited to the Company Stock Fund (after any applicable
withholding), plus cash for any fractional share.



IN WITNESS WHEREOF, the Company has caused this amendment to be executed as of the 5th day of May,
2004.



	 	 	 	 	 
	 	THE SCOTTS COMPANY

 	 
	 	By:  	/s/ George A. Murphy
 	 
	 	George A. Murphy, Vice President 	 
	 	Global Compensation and Benefits