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                                                                   EXHIBIT 10(y)

JAMES HAGEDORN
PRESIDENT AND CHIEF EXECUTIVE OFFICER

December 20, 2001

Dear Bob:

         This letter is intended to memorialize the agreements we have reached
regarding your continued employment with The Scotts Company (the "Company"). We
have agreed as follows:

         1.       You agree to continue in your present position as Executive
                  Vice President - North America until the earlier of:

                  (a)      September 30, 2002 (or such other date as you and the
                           Company may hereafter mutually agree);

                  (b)      The date the Company terminates your employment
                           without Cause (as that term is defined in the
                           Company's 1996 Stock Option Plan);

                  (c)      The date of your death or total disability; or

                  (d)      The effective date of a Change in Control (as that
                           term is defined in the Company's 1996 Stock Option
                           Plan).

                  Each of the dates set forth above is hereinafter referred to
                  as the "Termination Date."

         2.       On or before September 30, 2002, the Company will, at its sole
                  discretion, offer you one of the following options:

                  (a)      Continued employment in your current position beyond
                           September 30, 2002 (defined as an "Offer of Continued
                           Employment"); or

                  (b)      Termination of your employment.

                  In the event the Company makes an Offer of Continued
                  Employment, you may elect to accept or decline such offer. If
                  you accept such offer, your eligibility to receive the
                  termination benefits set forth herein shall be extended to
                  such date as you and the Company agree, or the date upon which
                  the Company terminates your employment without Cause.

                  In the event you decline the Offer of Continued Employment,
                  you will be expected to retire on September 30, 2002, and you
                  will be entitled to receive the termination benefits set forth
                  herein. Assuming you retire on September 30, 2002, you will be
                  eligible for a pay out under the 2002 Executive Annual
                  Incentive Plan, but you will not be eligible for any further
                  stock option grants.

         3.       On the Termination Date, you will be entitled to receive the
                  following benefits:

                  (a)      A severance payment (payable in 12 equal monthly
                           installments, beginning on the 25th day of the month
                           following the Termination Date) equal to your current
                           annual salary plus your target bonus in effect at the
                           Termination Date (less required tax withholding).


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                  (b)      Medical and dental coverage equal to that in effect
                           at the Termination Date will be provided by the
                           Company at no charge to you during the 12 months you
                           are receiving the severance payments set forth in
                           paragraph 3(a) above. Thereafter, you will be
                           entitled to continue to participate in the Company's
                           group medical and dental plans under COBRA until your
                           65th birthday. The Company shall make a lump sum
                           payment to you on the date of the last monthly
                           severance payment equal to the amount necessary to
                           pay the premiums for group medical and dental
                           coverage through your 65th birthday, grossed up for
                           taxes. An example of the calculations used to
                           determine the amount of this lump sum payment is
                           attached to this letter as Exhibit A.

                           After you reach your 65th birthday, you will be
                           entitled to participate in the Scott's Retiree
                           (Medical) Plan, which designates Medicare, as the
                           primary medical program for post age 65.

                  (c)      You presently have 82,000 options to purchase common
                           shares of the Company that have vested and 47,000
                           options that have not vested. On the Termination
                           Date, you shall be considered to have retired from
                           the Company. As a result, all of your then
                           outstanding options shall vest and may thereafter be
                           exercised in accordance with the terms and conditions
                           of the Company's 1996 Stock Option Plan which states
                           that you will have five years from the Termination
                           Date (September 30, 2002), or the end of the Option
                           term, which ever is the shorter period.

         4.       I am certain you understand that the agreements set forth in
                  this letter do not apply should you voluntarily terminate your
                  employment with the Company prior to September 30, 2002, or
                  should the Company terminate your employment for Cause.

         5.       Should you die or become totally disabled following the
                  Termination Date but before the payments due you under
                  paragraphs 3(a) and 3(b) above have been made to you, any
                  remaining payments shall be made to you (or your beneficiary,
                  as applicable) within 90 days of your death or total
                  disability.

         6.       This agreement is subject to final approval by Scotts' Board
                  of Directors. I expect to ask for the Board's approval at its
                  next meeting in January 2002.

         Two copies of this letter are enclosed. Please indicate your agreement
with the terms set forth herein by executing one copy of this letter and
returning it to me. The second copy is for your records.



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         Bob, I am pleased that we could reach agreement on the matters set
forth above and I look forward to working with you for the balance of the fiscal
year.

                                      Very truly yours,

                                      The Scotts Company



                                      By: /s/ JAMES HAGEDORN
                                          -------------------------------------
                                          James Hagedorn
                                          President and Chief Executive Officer


Dear Jim:

         I agree that this letter sets forth the agreements you and I have
reached regarding my continued employment with the Company.

                                      /s/ L. ROBERT STOHLER
                                      -----------------------------------------
Dated: December __, 2001              L. Robert Stohler




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                                    EXHIBIT A

                         CALCULATION OF LUMP SUM PAYMENT

1.       Assume retirement from the Company on September 30, 2002 at age 59.

2.       Assume the Company pays for medical and dental coverage through
         September 30, 2002.

3.       Assume eligibility for Medicare at age 65 beginning November 1, 2007.

Calculation of 61 months of COBRA payments, grossed up for tax purposes and
payable to Mr. Stohler in a lump sum on September 25, 2003:

Mr. Stohler's applicable COBRA rate today:.......................   $    632.74

Times 61 months..................................................   $ 38,597.14

Gross up for taxes (times 1.65)..................................   $ 25,088.14

Lump sum due.....................................................   $ 63,685.28