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                                                                   Exhibit 10(w)


                               THE SCOTTS COMPANY
                          SCOTTS MILLENNIUM GROWTH PLAN
                            EFFECTIVE OCTOBER 1, 1999
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                               THE SCOTTS COMPANY
                          SCOTTS MILLENNIUM GROWTH PLAN
                            EFFECTIVE OCTOBER 1, 1999


                                    SECTION l

                                     PURPOSE

         The Scotts Company adopts the Scotts Millennium Growth Plan to enhance
shareholder values by providing designated senior executives with additional
incentive compensation based on their contribution toward increasing the
Company's profitability and the value of its Stock.

                                    SECTION 2

                                   DEFINITIONS

         2.1 Definitions. Whenever used in this document, the following terms
have the meanings given below, although other terms may be defined throughout
this document.

         (a) "Award Date" means the October 1 on (or as of) which the Committee
         issues the Units as described in Section 4 and establishes the
         Performance Measure applicable to those Units.

         (b) "Board" means the Company's Board of Directors.

         (c) "Change in Control" means the occurrence of any of the following
         events:

                  (i) The members of the Board at the beginning of any
                  consecutive 24-calendar-month period (the "Incumbent
                  Directors") cease, for any reason during that 24 month period
                  other than due to death, to constitute at least a majority of
                  the members of the Board, provided that any director whose
                  election or nomination for election by the Company's
                  shareholders was approved by a vote of at least a majority of
                  the members of the Board then still in office who were members
                  of the Board at the beginning of such 24-calendar month
                  period, will be treated as an Incumbent Director; or

                  (ii) Any "person," including a "group" [as these terms are
                  used in Sections 13(d) and 14(d)(2) of the Securities Exchange
                  Act of 1934, as amended ("Act"), but excluding the Company,
                  any of its Subsidiaries or any employee benefit plan of the
                  Company or of any of its Subsidiaries] is or becomes the
                  "beneficial owner" [as defined in Rule 13(d)(3) under the
                  Act], directly or indirectly, of Company securities
                  representing more than 49 percent of the combined voting power
                  of the Company's then outstanding securities; or
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                  (iii) Company shareholders approve a definitive agreement (1)
                  for the merger or other business combination of the Company
                  with or into another corporation, a majority of the directors
                  of which were not directors of the Company immediately before
                  the merger and in which the shareholders of the Company
                  immediately before the effective date of that merger own less
                  than 50 percent of the voting power in that corporation or (2)
                  for the sale or other disposition of all or substantially all
                  of the Company's assets; or

                  (iv) The purchase of Stock pursuant to any tender or exchange
                  offer made by any "person," including a "group" [as these
                  terms are used in Sections 13(d) and l4(d)(2) of the Act],
                  other than the Company, any of its Subsidiaries, or an
                  employee benefit plan of the Company or of any of its
                  Subsidiaries, for more than 49 percent of the Stock of the
                  Company.

         (d) "Change in Control Price" means the highest price per share of
         Stock offered in conjunction with any transaction resulting in a Change
         in Control (as determined in good faith by the Committee if any part of
         the offered price is payable other than in cash) or, in the case of a
         Change in Control occurring solely by reason of a change in the
         composition of the Board, the highest Fair Market Value of the Stock on
         any of the 30 trading days immediately preceding the date on which a
         Change in Control occurs.

         (e) "Code" means the Internal Revenue Code of 1986, as amended.

         (f) "Committee" means the Compensation and Organization Committee of
         the Board.

         (g) "Company" means The Scotts Company, an Ohio corporation, and any
         successor to it.

         (h) "Disability" means a Participant's inability to perform his or her
         duties, for a period of at least six months, due to a physical or
         medical infirmity.

         (i) "Fair Market Value" means, on any date, the Stock's price as
         reported on the New York Stock Exchange (or on another recognized
         market or quotation system on which the trading prices of the Stock are
         traded or quoted) at the close of regular trading hours on any relevant
         date. If there are no Stock transactions reported on the New York Stock
         Exchange (or other market or system) on any relevant date, Fair Market
         Value will mean the Stock's price at the close of regular trading hours
         on the immediately preceding business day on which Stock was traded.

         (j) "Participant" means any employee designated by the Committee to
         receive an allocation of Units under the SMGP as described in Section
         3.

         (k) "Performance Cycle" means the 36-month period beginning on each
         Award Date during which the Committee will apply the Performance
         Measure to establish the value of each Unit awarded on that Award Date.

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         (l) "Performance Measure" means the criteria established by the
         Committee as of each Award Date and applied at the end of each
         Performance Cycle to value the Units awarded under the SMGP. The
         Committee will make appropriate adjustments to reflect the effect on
         any Performance Measure of any Stock dividend or Stock split,
         recapitalization (including, without limitation, the payment of an
         extraordinary dividend), merger consolidation, combination, spin-off,
         distribution of assets to shareholders, exchange of shares or similar
         corporate change. This adjustment to the Performance Measure will be
         made (i) to the extent the Performance Measure is based on Stock, (ii)
         as of the effective date of the event and (iii) for the Performance
         Cycle in which the event occurs. Also, the Committee will make a
         similar adjustment to any portion of a Performance Measure that is not
         based on Stock but which is affected by a change having an effect
         similar to the events described in the second sentence of this
         definition.

         (m) "Retirement" means termination of a Participant's employment on or
         after the normal retirement date (or, with the Committee's approval, on
         or after any early retirement date) established under any retirement or
         stock option plan maintained by the Company or a Subsidiary in which
         the Participant participates.

         (n) "SMGP" means the Scotts Company Millennium Growth Plan as described
         in this document and any amendments to it.

         (o) "Stock" means the common shares, without par value, of the Company.

         (p) "Subsidiary" means any corporation, partnership or limited
         liability company in which the Company owns, directly or indirectly, 50
         percent or more of the total combined voting power of all classes of
         stock of that corporation or of the capital or profits interest of a
         partnership or limited liability company.

         (q) "Units" means the units that are allocated to Participants under
         Section 4 as of each Award Date and which are subjected to the
         Performance Measure during the Performance Cycle for which they are
         allocated.

         2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender used in the SMGP include the feminine gender, the
singular includes the plural, and the plural includes the singular.


                                    SECTION 3

                                  PARTICIPATION

         As of each Award Date, the Committee will designate those employees who
are to be Participants for the ensuing Performance Cycle and will notify each of
them of (a) the conditions that must be met if they are to receive a
distribution at the end of the Performance Cycle and (b) the basis on which the
amount of that distribution will be calculated. Participation during a

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Performance Cycle is no guarantee that the same employee will be a Participant
for any other Performance Cycle. Participants will receive a distribution under
the SMGP only if the conditions described in Section 4 are met; participation
during a Performance Cycle is no guarantee that a benefit actually will be
earned.


                                    SECTION 4

                             POWERS OF THE COMMITTEE

         4.l Issuing Units. For each Performance Cycle, the Committee will (a)
decide which employees will receive an allocation of Units for that Performance
Cycle and the number of Units that are to be allocated to each Participant's
account and (b) develop the Performance Measure that will be applied to value
Units granted during that Performance Cycle. The Committee may establish
different terms and conditions for each Performance Cycle. These steps will be
taken and announced to Participants no later than 90 days after the beginning of
each Performance Cycle as described in Section 3.

         4.2 Value of Units. At the end of each Performance Cycle, the Committee
will calculate the value of each Unit issued at the beginning of the Performance
Cycle and implement the distribution provisions described in Section 5.

         4.3 Administration. The Committee is responsible for administering the
SMGP. The Committee, by majority action thereof, may (a) prescribe, amend and
rescind rules and regulations relating to the SMGP, (b) provide for conditions
deemed necessary or advisable to protect the interests of the Company and (c)
make all other determinations (including, without limitation, whether a
Participant is entitled to a distribution) necessary or advisable for the
administration and interpretation of the SMGP. Determinations, interpretations
or other actions made or taken by the Committee under the provisions of this
document will be final, binding and conclusive for all purposes and upon all
persons.


                                    SECTION 5

               DISTRIBUTIONS; EFFECT OF TERMINATION OF EMPLOYMENT

         5.1 Distributions to Actively Employed Participants. Subject to
Sections 6 and 7, at the end of each Performance Cycle, the Committee will apply
the Performance Measure established for that Performance Cycle to value each
Unit issued at the beginning of the Performance Cycle and, subject to Section
9.4, direct the Company to distribute to each Participant an amount equal to
that value multiplied by the number of Units awarded to that Participant at the
beginning of the Performance Cycle.

         5.2 Effect of Termination of Employment During Performance Cycle.
Subject to Section 7 and except as provided in Section 5.3, a Participant who
terminates employment before the end of a Performance Cycle will forfeit all
right to receive any amount under the SMGP.

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However, a terminated Participant will receive any benefits earned during any
Performance Cycle that ended before his or her termination (e.g., if the
Committee has not then valued or distributed amounts earned during a Performance
Cycle that ended before the Participant terminated).

         5.3 Effect of Retirement, Death or Disability During Performance Cycle.
Subject to Section 7, a Participant who Retires, dies or terminates employment
because of Disability during a Performance Cycle will receive a prorated
distribution at the end of the Performance Cycle during which he or she Retired,
died or became Disabled. The amount of this distribution will be calculated at
the end of the Performance Cycle by applying the following procedure:

         (a) As of the end of the Performance Cycle during which the affected
         Participant Retired, died or became Disabled, the Committee will apply
         the Performance Measure to value the Units awarded to these
         Participants at the beginning of the Performance Cycle. This
         calculation will be made in the manner described in Section 5.1 and
         will be made as if the Retired, deceased or Disabled Participant had
         remained actively employed throughout the Performance Cycle.

         (b) The Committee then will multiply the amount produced under
         subparagraph (a) by a fraction, the numerator of which is the number of
         whole calendar months during which the Retired, deceased or Disabled
         Participant was actively employed during the Performance Cycle and the
         denominator of which is the number of whole calendar months in the
         Performance Cycle.

         (c) Then, subject to Section 9.4, the Committee will direct the Company
         to distribute the amount calculated as described in Section 6 to, as
         appropriate, the Retired or Disabled Participant or to the beneficiary
         of the deceased Participant.


                                    SECTION 6

                          FORM AND TIME OF DISTRIBUTION

         6.1 Time and Form of Distribution. As soon as administratively
practicable after applying the procedures described in Section 5, the Committee
will distribute the value of allocated Units in cash. However, in its sole
discretion, the Committee may distribute all or any part of this distribution in
whole shares of Stock (and cash equal to the value of any fractional share). In
this case, the number of shares of Stock to be distributed will be produced by
dividing the value of the Units to be distributed by the Stock's Fair Market
Value (determined on the date of distribution).

         6.2 Deferral of Distribution. By following procedures prescribed by the
Committee, a Participant may direct the Committee to transfer the amount
otherwise distributable under Section 6.1 to any nonqualified deferred
compensation program sponsored by the Company and which, at the end of the
Performance Cycle for which the deferral election is made, (a) maintains an
account for the electing Participant and (b) provides for the transfer of
amounts from the SMGP.

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                                    SECTION 7

                                CHANGE IN CONTROL

         7.l Accelerated Vesting and Payment. Subject to the provisions of
Section 7.2 below, if a Change in Control occurs during any Performance Cycle,
each Participant will be permitted, in his or her discretion, to elect to have
the value of any Unit established as of the date of the Change in Control and to
have that amount distributed as if the date of the Change in Control was the end
of a Performance Cycle. If, for any reason, the Committee must estimate the
value of any Unit under this Section (e.g., if it must estimate earnings per
share from the end of the preceding fiscal year), it will do so after adopting
rules and procedures that will provide a reasonable estimate of each Unit's
value. However, (a) the Committee will not be required to recalculate the value
of any Unit distributed under this Section after the end of the Performance
Cycle during which the Change in Control occurred (b) the electing Participant
will have no claim against the SMGP or the Company if the value calculated with
respect to any Unit distributed under this Section is lower than it would have
been if the calculation had been made at the end of the Performance Cycle during
which the Change in Control occurred and (c) neither the Company nor the SMGP
will have any claim against any Participant if the value calculated with respect
to any Unit distributed under this Section is higher than it would have been if
the calculation had been made at the end of the Performance Cycle in which the
Change in Control occurred.

         7.2 Alternative Awards. Notwithstanding Section 7.l, no Participant may
make the election described in Section 7.1 if the Committee reasonably
determines in good faith prior to the occurrence of a Change in Control that the
Company's obligations under the SMGP to distribute the value of Units awarded
will be honored or assumed or new rights substituted for them (such honored,
assumed or substituted award hereinafter called an "Alternative Award"), by a
Participant's employer (or the parent or a subsidiary of such employer)
immediately following the Change in Control, provided that any Alternative Award
must:

         (a) Provide each Participant (or each Participant in a class of
         Participants) with rights and entitlements substantially equivalent to
         or better than the rights, terms and conditions applicable under the
         SMGP, including, but not limited to, identical or better timing and
         methods of payment;

         (b) Have substantially equivalent economic value to the Units awarded
         under the SMGP (determined at the time of the Change in Control); and

         (c) Have terms and conditions providing that if the Participant's
         employment is involuntarily terminated or constructively terminated,
         any conditions on a Participant's rights under, or any restrictions on
         transfer or exercisability applicable to, each Alternative Award will
         be waived or will lapse, as the case may be.

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         For this purpose, a constructive termination will mean a termination by
a Participant within six months following (i) a material reduction in the
Participant's compensation (other than exclusion from the SMGP for any
Performance Cycle), (ii) a material reduction in the Participant's
responsibilities or (iii) the relocation of the Participant's principal place of
employment to another location at least 50 miles from the Participant's prior
principal place of employment, in each case without the Participant's written
consent.


                                    SECTION 8

                 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

         The Board or the Committee may at any time terminate or suspend the
SMGP and, from time to time, may amend or modify the SMGP. No amendment,
modification or termination of the SMGP will in any manner adversely affect any
Units granted under the SMGP without the consent of the Participant.


                                    SECTION 9

                            MISCELLANEOUS PROVISIONS

         9.1 Assignability. Except as provided in Sections 9.2 and 9.4, no
Participant may transfer, alienate, pledge, hypothecate, transfer or otherwise
assign his or her rights to receive a distribution under the SMGP to any other
person and any attempt to do so will be void.

         9.2 Beneficiary Designation. Each Participant may from time to time
name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the SMGP will be paid as provided in
Sections 5.3 and 6. Each designation must be made in a form acceptable to the
Committee and will be effective only after it is delivered to the Committee. In
the absence of any beneficiary designation, SMGP benefits remaining unpaid at
the Participant's death will be paid to the deceased Participant's surviving
spouse, if any, or otherwise to his or her estate.

         9.3 No Guarantee of Employment or Participation. Nothing in the SMGP
will interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary. No employee has any right to be selected as a Participant for any
Performance Cycle or, having been so selected, to receive any distribution under
the SMGP unless the conditions described in Sections 4 and 5 have been met.

         9.4 Tax Withholding. Before distributing any benefit under the SMGP,
the Company may withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state and local withholding and employment
taxes imposed on the value of any distribution under the SMGP; and the Company
may delay payment of cash or issuance of Stock until this requirement is met
without assuming any obligation to pay the distributee any additional amount
representing the time value of the delay. Also, if the delayed distribution is
to

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be made in shares of Stock, the number of shares to be distributed will be
determined with reference to the Fair Market Value as of the original or delayed
distribution date, whichever produces the smallest number of shares.

         9.5 Indemnification. Each person who is or has been a member of the
Committee or of the Board will be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by him or her in connection with or resulting from any
claim, action, suit or proceeding to which he or she may be made a party or in
which he or she may be involved by reason of any action taken or failure to act
under the SMGP and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit or proceeding against him
or her, provided he or she gives the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification is not
exclusive and is independent of any other rights of indemnification to which
such persons may be entitled under the Company's Articles of Incorporation or
Code of Regulations, by contract, as a matter of law or otherwise.

         9.6 No Limitation on Compensation. Nothing in the SMGP may be construed
to limit the right of the Company to establish other plans or to pay
compensation to its employees, in cash or property, in a manner not expressly
authorized under this document.

         9.7 Requirements of Law. The granting of Units and the issuance of
shares of Stock under the SMGP are subject to all applicable laws, rules and
regulations and to any required approvals of any governmental agencies or
national securities exchanges. Notwithstanding the foregoing, no Stock will be
issued under the SMGP unless the Company is satisfied that its issuance will
comply with applicable federal and state securities laws. Certificates for Stock
delivered under the SMGP may be subject to the stock transfer orders and other
restrictions that the Committee deems advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed or traded, the NASDAQ National Market or any
applicable federal or state securities law. The Committee may cause a legend or
legends to be placed on any Stock certificates issued under the SMGP to make
appropriate reference to these restrictions.

         9.8 Governing Law. The SMGP, and all agreements under it, will be
construed in accordance with and governed by the laws of the State of Ohio.

         9.9 No Impact on Benefits. Distributions under the SMGP are not
compensation for purposes of calculating a Participant's rights under any
employee benefit plan.

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