EX-10.5.B.XI






EXHIBIT 10.5(b)(xi)




TENTH AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

THE SCOTTS COMPANY LLC




     THIS TENTH AMENDMENT, dated as of the second day of October, 2006, by and between Fidelity
Management Trust Company (the “Trustee”) and The Scotts Company LLC (the “Sponsor”);



WITNESSETH:




     WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated January
1, 1998 with regard to The Scotts Company Executive Retirement Plan (the “Plan”); and



     WHEREAS, the Sponsor has informed the Trustee that effective at the close of market (4:00 p.m.
ET) on October 2, 2006, the assets of The Scotts Company Stock Fund (Unitized) are frozen to all
participant transactions and incoming contributions; and



     WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with 7(b), to
use the short-term liquid investments in The Scotts Company Stock Fund (Unitized) to purchase
shares of The Scotts Company Stock Fund (Real-Time Trading) beginning on October 2, 2006, and to
reallocate all participant balances held in The Scotts Company Stock Fund (Unitized) beginning on
October 2, 2006 and completed by October 9, 2006, into The Scotts Company Stock Fund (Real-Time
Trading). The parties hereto agree that the Trustee shall have no discretionary authority with
respect to this transfer directed by the Sponsor. Any variation from the procedure described
herein may be instituted only at the express written directions of the Sponsor; and



     WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for
in Section 14 thereof;



     NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby
amend the Trust Agreement by:




	 	(1)	 	Restating Section 4(e) Sponsor Stock, in its entirety, as follows:
	 
	 	(e)	 	Sponsor Stock.




Trust investments in Sponsor Stock shall be made via The Scotts Company Stock Fund (the “Stock
Fund”). “Sponsor Stock” shall mean the common stock of the Sponsor, or such other publicly traded
stock of the Sponsor, or such other publicly-traded stock of the Sponsor’s affiliates. Dividends
received on shares of Sponsor Stock shall be reinvested in additional shares of Sponsor Stock and
allocated to Participants’ accounts.





	 	(i)	 	Acquisition Limit.




Pursuant to the Plan, the Trust may be invested in Sponsor Stock to, the extent necessary to comply
with investment directions under this Agreement. The Sponsor shall be responsible for


 









 






 providing
specific direction on any acquisition limits required by the Plan or applicable law.





	 	(ii)	 	Duty.




The Sponsor shall continually monitor the suitability of acquiring and holding Sponsor Stock. The
Trustee shall not be liable for any loss, or expense, which arises from the directions of the
Sponsor with respect to the acquisition and holding of Sponsor Stock, unless it is clear on their
face that the actions to be taken under those directions would be prohibited by any applicable law
or would be contrary to the terms of this Agreement.





	 	(iii)	 	Purchases and Sales of Sponsor Stock for Batch Activity.




Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and sales of Sponsor
Stock for contributions, distributions, loans, withdrawals, or any other purchase or sale of
Sponsor Stock related to a transaction that the Sponsor has directed the Trustee in writing to
implement on a batch basis (“batch activity”).




                    (A) Open Market Purchases and Sales. Purchases and sales of Sponsor Stock shall be
made on the open market in accordance with the Trustee’s standard trading guidelines, as they may
be amended from time to time, as necessary to honor batch activity. Such general rules shall not
apply in the following circumstances:



                         (1) If the Trustee is unable to purchase or sell the total number of shares required to be
purchased or sold on such day as a result of market conditions; or



                         (2) If the Trustee is prohibited by the Securities and Exchange Commission (the “SEC”), the
New York Stock Exchange (the “NYSE”) or principal exchange on which the Sponsor Stock is traded, or
any other regulatory or judicial body from purchasing or selling any or all of the shares required
to be purchased or sold on such day.


In the event of the occurrence of a circumstance described in (1) or (2) above, the Trustee shall
purchase or sell such shares as soon thereafter as administratively feasible, and shall determine
the price of such purchases or sales to be the average purchase or sales price of all such shares
purchased or sold, respectively. The Trustee may follow written directions from the Sponsor to
deviate from the above purchase and sale procedures.




          (iv) Purchases and Sales of Sponsor Stock for Participant-Initiated Exchanges (“Real Time”
Trading)


Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can
administratively implement, the following provisions shall govern purchases and sales of Sponsor
Stock for Participant-initiated exchanges of hypothetical investment in Sponsor Stock.




                    (A) Purchases and Sales of Sponsor Stock. Purchases and sales of Sponsor Stock
associated with individual Participant-initiated exchanges into or out of the Stock



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Fund shall be
made on the open market pursuant to order types selected by the Participant in accordance with the
Trustee’s procedures for “Real Time Trading.” The Sponsor may instruct the Trustee to limit the
order types available to Participants.



                         (1) Automated Order Entry. Sponsor Stock trades associated with Participant-initiated
exchanges into or out of the Stock Fund shall be sent to market as soon as administratively
feasible during regular trading hours via an electronic order entry system, unless such trade is
treated as a block trade. Such electronic order entry system shall be deemed an Electronic Service
for purposes of Section 15 of this Agreement.



                         (2) Limitations on Trades: Cancellation of Exchange Requests. Trades rejected under
rules of the applicable securities exchange will not be executed. The Trustee will not submit
orders (or will cancel orders) for stock trades that violate the Trustee’s procedures for “Real
Time Trading”. The Trustee shall not submit any trade order associated with a
Participant-initiated exchange at any time when the Stock Fund has been closed to such activity.
Trades associated with Participant-initiated exchanges shall not be transacted at any time when the
regular market is closed, or when the SEC, the NYSE or principal exchange on which the Sponsor
Stock is traded, or any other regulatory or judicial body has prohibited purchases or sales of any
or all of the shares requested to be traded pursuant to the Participant-initiated exchange. An
exchange requested by the Participant shall be rejected or cancelled, as the case may be, to the
extent any accompanying hypothetical trade is not submitted, not executed or cancelled.



                    (B) Reserve Requirements for Exchanges Into Stock Fund and Corrective Sales. The
Participant’s ability to initiate exchanges into the Stock Fund shall be subject to standard
reserve requirements applicable to the investment options used to fund the exchange, as established
by the Trustee from time to time (or such higher reserve requirements as may be established by the
Sponsor in written direction to the Trustee). Requests to exchange into the Stock Fund that exceed
such reserves, and accompanying trade orders, may be rejected or cancelled. In the event that a
buy trade associated with a request to exchange into Sponsor Stock is executed, and the Participant
does not have sufficient assets in the designated investment option to fund the trade, the Trustee
will liquidate the hypothetical interest in the investment options (including those held in other
sources eligible for liquidation) in the affected Participant’s account pro rata. In the event
that the Participant does not have sufficient assets in any other investment option, the Trustee
shall initiate a corrective sale; and shall debit the costs of such corrective trade from the
Participant’s account.



                    (C) Fractional Shares. Participants will be entitled make exchanges of fractional
shares in the Stock Fund only in connection with a request to exchange out the entire balance of
their Stock Fund (or the entire balance in a particular source, as applicable). Fractional shares
will be transacted at the price determined by the stock trade order selected by the Participant.




	 	(v)	 	Use of an Affiliated Broker.





For all purchases and sales of Sponsor Stock on the open market, whether Participant-initiated or



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otherwise, the Sponsor hereby directs the Trustee to use Fidelity Brokerage Services LLC (“FBSLLC”)
to provide brokerage services. Subject to the provisions of this agreement, FBSLLC shall execute
such trades directly or through any of its affiliates. The provision of brokerage services shall
be subject to the following:



                         (1) Any successor organization of FBSLLC, through reorganization, consolidation, merger or
similar transactions, shall, upon consummation of such transaction, become the successor broker in
accordance with the terms of this direction provision. FBSLLC may assign its rights and
obligations under this agreement to any affiliate, provided that the assignee is bound by the terms
hereof, including the provisions concerning remuneration.



                         (2) The Trustee and FBSLLC shall continue to rely on this direction provision until notified
to the contrary. The Sponsor reserves the right to terminate this direction upon written notice to
FBSLLC (or its successors or assigns) and the Trustee, in accordance with Section 10 of this
Agreement.



                         (3) The Sponsor acknowledges that FBSLLC (and its successors and assigns) may rely upon this
Agreement in establishing an account in the name of the Trustee for the Plan, and in allowing each
Participant to exercise limited trading authorization over such account, to the extent of his or
her individual account balance in the Stock Fund subject to Participant direction.




	 	(vi)	 	Securities Law Reports.




The Sponsor shall be responsible for filing all reports required under Federal or state securities
laws with respect to the Trust’s ownership of Sponsor Stock, including, without limitation, any
reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall
immediately notify the Trustee in writing of any requirement to stop purchases or sales of Sponsor
Stock pending the filing of any report. The Sponsor shall be responsible for the registration of
any Plan interests to the extent required under Federal or state securities law. The Trustee shall
provide to the Sponsor such information on the Trust’s ownership of Sponsor Stock as the Sponsor
may reasonably request in order to comply with Federal or state securities laws.





	 	(vii)	 	Voting and Tender Offers.




Notwithstanding any other provision of this Agreement, the provisions of this Section shall govern
the voting and tendering of Sponsor Stock held under the Trust. The Administrator shall provide
direction to the Trustee with respect to any proxy voting, any tender or exchange offer, or any
other similar shareholder right, and the Trustee shall vote, tender or exchange shares of Sponsor
Stock in accordance with timely, written direction from the Administrator. Unless otherwise
required by applicable law, the Trustee shall not take any action with respect to a vote, tender,
exchange or similar shareholder right in the absence of instruction from the Administrator. For
these purposes, a timely direction is one that is received at a time that reasonably allows the
Trustee to exercise shareholder rights, through a custodian, if applicable.




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	 	(viii)	 	General.




With respect to all shareholder rights other than the right to vote, the right to tender, and the
right to withdraw shares previously tendered, in the case of Sponsor Stock, the Trustee shall
follow the procedures set forth in subsection (vii), above.





	 	(ix)	 	Conversion.




All provisions in this Section 4(e) shall also apply to any securities received as a result of a
conversion of Sponsor Stock.





	 	(2)	 	Restating the “Non-Fidelity Mutual Funds” section of Schedule
“B”, in its entirety, as follows:





	 	 	 	 	 
	 

	 	 Non-Fidelity Mutual Funds:
	 	Fees paid directly to Fidelity Investments Institutional
Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund
vendors shall be posted and updated quarterly on Plan Sponsor Webstation at
http://psw.fidelity.com or a successor site.







	 	(3)	 	Deleting the “Remote Access Fee” section of Schedule “B” in its
entirety.
	 
	 	(4)	 	Restating the “Trustee Fees” section of Schedule “B” in its
entirety, as follows:





     Commissions:




FBSLLC shall be entitled to remuneration in the amount of no more than $0.029 commission on
each share of Sponsor Stock. Any increase in such remuneration may be made only by written
agreement between the Named Fiduciary and Trustee.




	 	(5)	 	Restating Schedule “D”, Exchange Guidelines, in its entirety,
as attached hereto.
	 
	 	(6)	 	Deleting Schedule “F” in its entirety.





     IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Tenth Amendment to be
executed by their duly authorized officers effective as of the day and year first above written.
By signing below, the undersigned represent that they are authorized to execute this document on
behalf of the respective parties. Notwithstanding any contradictory provision of the agreement
that this document amends, each party may rely without duty of inquiry on the foregoing
representation.



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	THE SCOTTS COMPANY LLC	 	 	 	FIDELITY MANAGEMENT TRUST

COMPANY	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 /s/ Pam Kuryla	 	 	 	By:	 	/s/ Stephanie Sheehan	 	11/20/06	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	FMTC Authorized Signatory
	 	Date	 	 
	Name:
	 	Pam Kuryla	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:
	 	Director, Benefits	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:
	 	9/26/06	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 





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SCHEDULE “D”




EXCHANGE GUIDELINES



The following exchange guidelines are currently employed by Fidelity Investments Institutional
Operations Company, Inc. (“FIIOC”).



Exchange hours, via a Fidelity Participant service representative, are 8:30 a.m. (ET) to 8:00 p.m.
(ET) on each business day. A “business day” is any day on which the NYSE is open.



Participants may initiate exchanges subject to the rules listed below for the Sponsor Stock Fund,
via the Voice Response System (“VRS”) and the internet (“NetBenefitsSM”) virtually 24
hours a day.



FIIOC reserves the right to change these exchange guidelines at its discretion.



Exchanges shall be subject to Plan rules, and the Exchange Guidelines provided below shall apply to
sources and funds to the extent eligible for Participant-directed purchases and/or sales.



Note: The NYSE’s normal closing time is 4:00 p.m. (ET); in the event the NYSE alters its closing
time, all references below to 4:00 p.m. (ET) shall mean the NYSE closing time as altered.




     Exchanges Between Mutual Funds




Participants may contact Fidelity on any day to exchange between mutual funds. If the
request is confirmed before the close of the market (generally, 4:00 p.m. ET) on a business
day, it will receive that day’s trade date. Requests confirmed after the close of the
market on a business day (or on any day other than a business day) will be processed on a
next day basis.



Sponsor Stock Fund: (Real Time Trading)





The following rules apply to any Participant-initiated exchange unless the Sponsor has
directed the Trustee in writing to treat such exchanges as batch activity.




	•	 	Exchanges from Other Investment Options into Sponsor Stock
	 
	 	 	Exchanges from a Plan investment option into Sponsor Stock will be processed after execution
of the buy trade, at the next calculated net asset value (“NAV”) of the Plan investment
option.
	 
	 	 	Sponsor Stock will be reflected in the Participant’s individual account in the Plan on the
Business Day following execution of the trade.
	 
	•	 	Exchanges from Sponsor Stock into Other Plan Investment Options




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	 	 	Exchanges out of Sponsor Stock will be processed after execution of the sell trade. Except
as otherwise provided in this Schedule, the subsequent exchange into the other
Plan investment option will be processed upon settlement day of the sell trade, at the last
calculated NAV for such date.
	 
	 	 	Shares of the other Plan investment option will be reflected in the Participant’s account on
the following Business Day.
	 
	•	 	Additional Real Time Trading Restrictions
	 
	 	 	All exchange requests involving Sponsor Stock must be made in shares of stock, even if the
Plan allows for percentage and dollar amount exchanges. If a Participant wishes to exchange
out his or her entire balance in Sponsor Stock (or, if applicable, his or her entire balance
in Sponsor Stock in a single source), the associated trade must be placed in whole shares,
and fractional shares will be processed at the price determined by the Participant-directed
trade. Exchange requests accompanied by certain order types may not be accepted outside of
normal trading hours. Trade requests accompanying exchange requests that do not adhere to
the Trustee’s standard guidelines, or that would violate securities exchange rules, may
result in rejection or cancellation of the associated exchange request.
	 
	 	 	Exchanges from one stock fund to another or from a Participant-directed brokerage account to
Sponsor Stock are not permitted.
	 
	 	 	Exchanges into Sponsor Stock shall be subject to minimum reserves on the investment option
used to fund the exchange, as established by the Trustee from time to time (or such higher
reserves as the Sponsor directs in writing). Exchanges in excess of the minimum reserve are
prohibited.





	 	 	 	 	 
	THE SCOTTS COMPANY LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Pam Kuryla	 	 
	 

	 	 

	 	 
	Name:
	 	Pam Kuryla	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	Director, Benefits	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	9/26/06	 	 
	 

	 	 	 	 





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