EX-4.7






Exhibit 4.7




THIRD AMENDMENT




TO




THE SCOTTS COMPANY




EXECUTIVE RETIREMENT PLAN




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



     WHEREAS, the Company wants to amend the Plan to require that deferral elections be expressed
as a percentage of compensation (and not as a flat dollar amount);



     NOW, THEREFORE, effective as of January 1, 2003:




	1.	 	Paragraph (1) of Section IV.B of the Plan is amended to provide:






     (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, 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.




	2.	 	Paragraph (3) of Section IV.B of the Plan is amended to provide:






     (3) If an Executive Incentive Pay Deferral Election is submitted to the
Administrative Committee in accordance with this Section, the Employer will allocate
to the Participant’s Deferred Executive Incentive Pay Account the percentage of
Executive Incentive Pay specified in the Executive Incentive Pay Deferral Election.




	3.	 	Paragraph (1) of Section IV.C of the Plan is amended to provide:






     (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, 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.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the
1st day of December, 2002.



	 	 	 	 	 
	 	THE SCOTTS COMPANY

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