EX-10.5.B.IV







EXHIBIT 10.5(b)(iv)




THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

THE SCOTTS COMPANY




     THIS THIRD AMENDMENT, dated as of the first day of July, 1999, by and between Fidelity
Management Trust Company (the “Trustee”) and The Scotts Company (the “Sponsor”);



WITNESSETH:




     WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated January
1, 1998, with regard to the The Scotts Company Nonqualified Deferred Compensation Plan (the
“Plan”); 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)	 	Adding a new Section 15, Electronic Services, as follows, and
renumbering all subsequent subsections accordingly:
	 
	 	 	 	Section 15. Electronic Services.






     (a) The Trustee may provide communications and services via electronic medium
(“Electronic Services”), including, but not limited to, Fidelity Plan Sponsor
WebStation, Client Intranet, Client e-mail, interactive software products or any
other information provided in an electronic format. The Sponsor, its agents and
employees agree to keep confidential and not publish, copy, broadcast, retransmit,
reproduce, commercially exploit or otherwise redisseminate the data, information,
software or services without the Trustee’s written consent.




     (b) The Sponsor shall be responsible for installing and maintaining all
Electronic Services on its computer network and/or Intranet upon receipt in a manner
so that the information provided via the Electronic Service will appear in the same
form and content as it appears on the form of delivery, and for any programming
required to accomplish the installation. Materials provided for Plan Sponsor’s
intranet web sites shall be installed by the Sponsor and shall be clearly identified
as originating from Fidelity. The Sponsor shall promptly remove Electronic Services
from its computer network and/or Intranet, or replace the Electronic Service with an
updated service provided by the Trustee, upon written notification (including
written notification via facsimile) by the Trustee.




     (c) All Electronic Services shall be provided to the Sponsor without any
express or implied legal warranties or acceptance of legal liability by the
Trustee relative to the use of material or Electronic Services by the Sponsor.
No rights are conveyed to any property, intellectual or tangible, associated with
the contents of the Electronic Services and related material.



 









 






     (d) To the extent that any Electronic Services utilize Internet services to
transport data or communications, the Trustee will take, and Plan Sponsor agrees to
follow, reasonable security precautions; however, the Trustee disclaims any
liability for interception of any such data or communications. The Trustee shall
not be responsible for, and makes no warranties regarding access, speed or
availability of Internet or network services, The Trustee shall not be responsible
for any loss or damage related to or resulting from any changes or modifications to
the electronic material after delivering it to the Plan Sponsor.




	 	(2)	 	Amending the “investment options” portion of Schedule “A” by adding the
following:






	 	•	 	PIMCO Total Return Fund






	 	(3)	 	Amending Schedule “B” by restating the first bullet point as follows:






     Other Fees: separate charges for optional non-discrimination testing,
extraordinary expenses resulting from large numbers of simultaneous manual
transactions, from errors not caused by Fidelity, reports not contemplated in this
Agreement, or extraordinary and/or duplicative expenses associated with electronic
services. The Administrator may withdraw reasonable administrative fees from the
Trust by written direction to the Trustee.



     IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third Amendment to be
executed by their duly authorized officers effective as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	THE SCOTTS COMPANY	 	 	 	FIDELITY MANAGEMENT TRUST

COMPANY	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rosemary L.
Smith                            6/11/99	 	 	 	By:	 	/s/ Carolyn Redden	 	6/28/99	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Date
	 	 	 	 	 	Vice President
	 	Date	 	 






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