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                                  EXHIBIT 10(c)

               The Scotts Company Executive Annual Incentive Plan


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                               THE SCOTTS COMPANY
                  EXECUTIVE ANNUAL INCENTIVE PLAN (THE "PLAN")

1.       OBJECTIVES

         Provide strong financial incentives consistent with and supportive of
         corporate strategies and objectives.

         Contribute toward a competitively attractive compensation program for
         all associates participating in the Plan ("Participants").

         Encourage team effort toward achievement of corporate financial and
         strategic goals.

2.       PARTICIPATION

         Eligibility and level of participation is primarily based on band and
         job measurements.

         Participants must be actively employed in an eligible position for at
         least 13 consecutive weeks during the Plan Year. Participants must be
         employed on the last day of the fiscal year to be eligible for a
         payment. Participants who terminate their employment during the Plan
         Year, except in cases of retirement, will not be eligible for an
         incentive payment, prorated or otherwise. The Participants covered by
         the Plan will not be eligible for any other cash incentives of the
         Company (exception: the Director Long Term Incentive Plan).

         Participants shall not have any right with respect to any award until
         an award shall, in fact, be paid to them.

         The Plan confers no rights upon any associate to participate in the
         Plan or remain in the employ of the Company. Neither the adoption of
         the Plan nor its operation shall in any way affect the right of the
         associate or the Company to terminate the employment relationship at
         any time.

3.       PAYOUTS

         The Plan is designed to recognize and reward performance against
         established financial targets and personal goals. Payouts for each
         Participant in the Plan will be calculated pursuant to the Plan in the
         following manner:


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EXECUTIVE ANNUAL INCENTIVE PLAN
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         (a)      A Target Payout Percentage shall be established for each
                  Participant. Payouts will be based on that applicable
                  percentage of each Participant's average fiscal year base
                  salary.

                  The Actual Payout Percentage shall be determined by
                  multiplying the Target Payout Percentage by a Weighting Factor
                  determined by each Participant's Performance Measurements.
                  Once obtained, the Actual Payout Percentage shall be
                  multiplied by an award percentage based on the actual results
                  attained for each Performance Measurement as compared to the
                  targeted performance for each Performance Measurement (i.e.,
                  100% at target). The process shall be completed by adding the
                  resulting percentages obtained for each of the Performance
                  Measurements to determine each Participant's incentive
                  payment. Schedule A attached hereto provides examples of how
                  the plan is administered.

         (b)      Schedule B attached hereto lists all Performance Measurements
                  for each fiscal year and sets forth the minimum target and
                  maximum performance parameters for each Performance
                  Measurement. Performance above and below target performance
                  goals will be incrementally calculated so Participants will
                  receive a prorated payout calculated on a straight-line basis.

         (c)      The target Personal Goal bonus percentage shall be paid if all
                  personal goals are achieved on average. Performance between
                  levels shall be rewarded according to a payout percentage
                  assigned by the CEO, President, CFO and/or the Participant's
                  manager.

4.       SUPPLEMENTAL AWARDS

         A pool for supplemental awards (the "Supplemental Pool") will be
         generated to provide recognition to associates who are not eligible for
         participation in the Plan and whose individual performance is
         exceptional. Recipients must be employed on the last day of the fiscal
         year to be eligible for consideration of an award. The total
         Supplemental Pool will not exceed 1% of compensation for each business
         unit or corporate function with awards generally ranging from $500 to
         $2,000.

5.       ADMINISTRATION

         (a)      The Plan is to be administered by the Head of Global
                  Compensation & Benefits, who will be responsible for:

                  i.       Recommending changes in the Plan as appropriate;

                  ii.      Recommending changes in the payout targets;


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EXECUTIVE ANNUAL INCENTIVE PLAN
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                  iii.     Recommending additions or deletions to the list of
                           eligible associates; and

                  iv.      Soliciting recommendations and coordinating payout of
                           the Supplemental Pool.

         (b)      The Incentive Review Committee, comprised of the Chief
                  Executive Officer, the Head of Human Resources and the Chief
                  Financial Officer are responsible for:

                  i.       Approving the percentages by which financial
                           measurements vary from approved budgets and business
                           unit financial performance results;

                  ii.      Adjudicating changes and adjustments; and

                  iii.     Recommending Plan payouts.

         (c)      The Compensation and Organization Committee of the Board is
                  responsible for approving changes in the Plan, to include:

                  i.       Changes in the Plan design;

                  ii.      Changes in the payout percentage;

                  iii.     Additions or deletions of eligible associates;

                  iv.      Adjustments, if any, reflecting individual
                           performance of the Chief Executive Officer, Executive
                           Vice Presidents and Senior Vice Presidents; and

                  v.       Payouts to all Participants.

         The Compensation and Organization Committee shall review the operation
         of the Plan and, if at any time the continuation of the Plan or any of
         its provisions becomes inappropriate or inadvisable, the Compensation
         and Organization Committee shall revise or modify Plan provisions or
         recommend to the Board that the Plan be suspended or withdrawn. In
         addition, the Compensation and Organization Committee reserves the
         right to modify incentive formulas to reflect unusual circumstances.

         The Board of Directors reserves to itself the right to suspend the
         Plan, to withdraw the Plan, and to make substantial alterations in Plan
         concept.


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THE SCOTTS COMPANY
EXECUTIVE ANNUAL INCENTIVE PLAN
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                     ADDENDUM FOR FISCAL YEAR 2001 PLAN ONLY


         For a performance result of 100% of target performance the percentage
         payout will equal 130% of Target Payout Percentage. A performance
         result of 99.99% of target will continue to result in a payout of 100%
         of Target Payout Percentage. This shall apply to each performance
         measurement at each weighting factor. The minimum performance of 80% of
         target will continue to result in a 25% payout and the maximum of 125%
         of target will continue to result in a payout of 250% of Target Payout
         Percentage.