EX-4.10







Exhibit 4.10




SIXTH AMENDMENT



TO


THE SCOTTS COMPANY LLC


EXECUTIVE RETIREMENT PLAN




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



     WHEREAS, the Company desires to amend the Plan to create a retention award account pursuant to
which the Company can grant retention awards to Plan participants; and



     WHEREAS, this Committee has been authorized to administer the Plan and to amend, modify or
terminate the Plan.



     NOW THEREFORE, effective as of October 8, 2008, the Plan is amended as follows:




FIRST: The second sentence of the definition of the term “Account”
contained in Section II of the Plan is amended to read as follows:




A Participant’s Account shall consist, as applicable, of a Deferred Executive
Incentive Pay Account, a Deferred Compensation Account, a Matching Account, a
Retirement Account, a Transitional Contributions Account and a Retention Award
Account.




SECOND: Section II of the Plan is amended by adding the following
definition in its appropriate alphabetical location:




“Retention Award” means an award allocable to a Participant’s Retention Award
Account in accordance with Section IV.D.(6). The designation of the
Participants who receive a Retention Award and the amount of each Retention
Award shall be determined by the Employer in its sole discretion. Each
Retention Award shall be evidenced by a written agreement between the Employer
and the Participant. The written agreement shall set forth the terms and
conditions governing the Retention Award and shall be consistent with the
applicable terms of the Plan.




THIRD: The second sentence of Section IV.A. of the Plan is amended to
read as follows:




A Participant’s Account shall consist of a Deferred Executive Incentive Pay
Account, a Deferred Compensation Account, a Matching Account, a Retirement
Account, a Transitional Contributions Account and a Retention Award Account.




FOURTH: The following new paragraph (6) is added at the end of Section
IV.D. of the Plan:




(6) Retention Awards. The Employer shall allocate an amount equal to
the Participant’s Retention Award, if any, to the Participant’s Retention Award
Account.




FIFTH: The first and second sentences of Section V.A. of the Plan are
amended to read as follows:



 









 






Amounts credited to a Participant’s Account (other than the Retention Award
Account) shall be distributed to the Participant when administratively
practicable after termination of employment or a date specified by the
Participant. The time of distribution (except with respect to the Retention
Award Account) 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.




SIXTH: Section V.A. of the Plan is further amended by adding the
following provision as the second paragraph thereof:




Amounts credited to a Participant’s Retention Award Account shall be distributed
to the Participant in accordance with the written agreement evidencing the
Participant’s Retention Award.




SEVENTH: Section V.B. of the Plan is amended to read as follows:




Method of Distribution. Amounts credited to a Participant’s Account
(other than the Retention Award 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. Amounts credited to a
Participant’s Retention Award Account shall be distributed to the Participant in
accordance with the written agreement between the Employer and the Participant
evidencing the Participant’s Retention Award. 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
(other than the Retention Award Account) is less than $5,000, the Administrative
Committee shall pay such amount to the Participant and reduce the balance of his
Account (other than the Retention Award Account) to zero. The method of
distribution shall be elected by the Participant in the Executive Incentive Pay
Deferral Election or Compensation Deferral Election delivered to the
Administrative Committee at the time the applicable deferral election is made
or, in the case of distributions from the Retention Award Account, in accordance
with the written agreement evidencing the Participant’s Retention Award.
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 Scotts Miracle-Gro 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.




EIGHTH: Section V.E. of the Plan is amended by adding the following
sentence at the end thereof:




This Section V.E. shall not apply to the Participant’s Retention Award Account.



 









 





     IN WITNESS WHEREOF, the Administrative Committee, acting on behalf of the Company, has caused
this Sixth Amendment to be executed on this 8th day of October, 2008, to be effective as of that
same date.



	 	 	 	 	 	 	 
	 	 	THE SCOTTS COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arnold W. Donald	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:


 Arnold W. Donald	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Member of the Administrative Committee