EX-10.5.B.XII






EXHIBIT 10.5(b)(xii)




ELEVENTH AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

THE SCOTTS COMPANY




     THIS
ELEVENTH AMENDMENT, dated as of the 9th day of February, 2007, and effective as
otherwise set forth below, 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 Scotts Company Executive Retirement Plan (the “Plan”); and



     WHEREAS, the Sponsor has notified the Trustee that effective March 18, 2005, the Sponsor (The
Scotts Company) merged with and into The Scotts Company LLC, and The Scotts Company LLC, as
successor, assumed all obligations and liabilities of The Scotts Company; and



     WHEREAS, the Sponsor has notified the Trustee that effective March 18, 2005, The Scotts
Company LLC, as successor to The Scotts Company, assumed the obligations and liabilities of The
Scotts Company with regard to the Plan; and



     WHEREAS, the Sponsor has notified the Trustee that effective March 18, 2005, The Scotts
Company Executive Retirement Plan was renamed The Scotts Company LLC Executive Retirement 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)	 	Effective March 18, 2005, changing the title of the Trust to “The Scotts
Company LLC Executive Retirement Plan Trust.”
	 
	 	(2)	 	Effective March 18, 2005, amending and restating the first paragraph of the
Trust Agreement, as follows:
	 
	 	 	 	TRUST AGREEMENT, dated as of the first day of January, 1998, between THE SCOTTS
COMPANY LLC, an Ohio limited liability company, having an office at 14111 Scottslawn
Road, Marysville, OH 43041 (the “Sponsor”) and FIDELITY MANAGEMENT TRUST COMPANY, a
Massachusetts trust company, having an office at 82 Devonshire Street, Boston,
Massachusetts 02109 (the “Trustee”).














 






	(3) 	 	Effective March 18, 2005, amending and restating the first WHEREAS clause, in
its entirety, as follows:
	 
	 	 	WHEREAS, the Sponsor is the sponsor of The Scotts Company LLC Executive
Retirement Plan (the “Plan”); and
	 
	(4) 	 	Effective March 18, 2005, amending the first sentence of Section 1 to read as
follows:
	 
	 	 	Section 1. Trust. The Sponsor hereby establishes The Scotts Company LLC
Executive Retirement Plan Trust, with the Trustee.
	 
	(5) 	 	Amending the second sentence of Section 4, part (b) to read as follows;
	 
	 	 	The Sponsor may determine to offer as investment options only (i) equity securities
issued by the Sponsor or an Affiliate which are publicly traded (“Sponsor Stock”),
and (ii) securities issued by any investment companies advised by Fidelity
Management & Research Company and certain investment companies not advised by
Fidelity Management & Research Company (“Mutual Funds”), identified on Schedule “A”
attached hereto; provided, however, that the Trustee shall not be considered a
fiduciary with investment discretion.
	 
	(6)	 	Amending the first sentence of Section 13, part (b)(i) as follows:
	 
	 	 	The Board of Directors, the Chief Executive Officer, or another officer of the
Sponsor with an equivalent authority shall have the duty to inform Trustee in
writing of Sponsor’s Insolvency.





     IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eleventh 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.



	 	 	 	 	 	 	 	 	 	 	 
	THE SCOTTS COMPANY
LLC

(F/K/A THE SCOTTS COMPANY)	 	 	 	FIDELITY MANAGEMENT TRUST

COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Pam Kuryla     
                
                
         2/9/07	 	 	 	By:	 	/s/ Stephanie Sheehan	 	3/2/07
	 	 	 	 	 	 	 	 	   
	 

	 	Its Authorized Signatory     
   
                    Date
	 	 	 	 	 	Its Authorized Signatory
	 	Date







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