<PAGE>


                                  EXHIBIT 10(k)

    Letter agreement, dated September 25, 2001, replacing and superceding the
       letter agreement, dated March 21, 2001, pertaining to amendment of
          Employment Agreement, dated as of August 7, 1998, between the
                        Registrant and Charles M. Berger

<PAGE>




                               JOSEPH P. FLANNERY
                                   [Address]
                               [Telephone Number]


                                           September 25, 2001

Mr. Charles M. Berger
Chairman of the Board
The Scotts Company
41 S. High Street, Suite 3500
Columbus, OH  43215

Dear Chuck:

         The purpose of this letter is to memorialize and clarify the
understandings we have reached regarding your employment by and your affiliation
with The Scotts Company ("Scotts" or the "Company"). This letter replaces and
supercedes my letter to you dated March 21, 2001.

FROM AUGUST 21, 2001 THROUGH SEPTEMBER 30, 2001
-----------------------------------------------

         Your employment at Scotts is currently subject to an Employment
Agreement entered into between you and Scotts dated August 7, 1998 (the "1998
Employment Agreement"). You agree that the 1998 Employment Agreement is hereby
amended as follows:

                  The term of the 1998 Employment Agreement has been extended
                  until September 30, 2001. Through September 30, 2001, you
                  shall continue to be employed as a full-time Scotts' associate
                  and you will continue to serve as an executive officer of
                  Scotts with the title of Chairman of the Board. Your base
                  salary, incentive compensation, expense reimbursement and
                  benefits shall be paid as provided in the 1998 Employment
                  Agreement through September 30, 2001.

         Except as modified by the preceding paragraph, the 1998 Employment
Agreement shall remain in full force and effect.



<PAGE>
Charles M. Berger
September 25, 2001
Page 2


FROM OCTOBER 1, 2001 THROUGH THE COMPANY'S 2003 ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------------------

         From October 1, 2001 through the Company's 2003 Annual Meeting of
Shareholders (presently scheduled to be held January 16, 2003), you shall
continue as a Scotts' associate and executive officer (maintaining the title of
Chairman of the Board) at an annual salary of $120,000. You shall be entitled to
receive all benefits available to an executive officer of Scotts, but shall not
be entitled to any incentive compensation or to a stock option grant. You shall
be entitled to the use of the Company airplane for business purposes, to an
annual physical at the Company's expense and to participate in the Ayco program
so long as you remain Chairman of the Board.

         You shall be entitled to a guest office and administrative assistance
at Scotts' World Headquarters through the Company's 2003 Annual Meeting of
Shareholders, but your principal office after October 1, 2001 shall be at your
home in Naples, Florida. Scotts agrees to reimburse you for the commission you
pay in connection with the sale of your home in Columbus, Ohio and for the
expense of moving your personal effects to Naples, Florida, up to a maximum
reimbursement of $150,000.

         It is presently the Committee's intention to have you stand for
re-election as a Director of the Company when your current term expires at the
Company's Annual Meeting of Shareholders in 2002. At the Company's 2003 Annual
Meeting of Shareholders, it is expected that you will resign your position as
Chairman of the Board and that you will retire as a full-time Scotts' associate.
Upon your retirement as a full-time Scotts' associate, you shall be entitled to
such benefits as are then available to a retiree at your then age and with your
then years of service, and all other benefits that you were entitled to receive
as Chairman of the Board shall cease.

FROM THE DATE OF THE COMPANY'S 2003 ANNUAL MEETING OF SHAREHOLDERS THROUGH MAY
------------------------------------------------------------------------------
9, 2003
-------

         After your retirement from Scotts at the Company's 2003 Annual Meeting
of Shareholders, you will continue to be paid monthly at the rate of $120,000
per year through May 9, 2003, but you will not be entitled to receive any
benefits in addition to these payments.

AWARD FOR PRIOR SERVICES
------------------------

         As an award for prior service, you shall be entitled to receive the sum
of $611,036.63. This award shall be paid in monthly installments of $31,666.67
beginning in October, 2001 and payable each month thereafter through and
including April, 2003, together with a final payment of $9,369.90 to be made in
the month of May, 2003.


<PAGE>
Charles M. Berger
September 25, 2001
Page 3


DEATH, DISABILITY OR CHANGE IN CONTROL
--------------------------------------

         Should you die or become totally disabled or should Scotts undergo a
Change in Control (as defined in the 1998 Employment Agreement) prior to May 9,
2003, your beneficiaries or your estate shall be entitled to receive the balance
of any payments due you through May 9, 2003. Any such payments due you shall be
paid in a lump sum within 90 days of the effective date of the Change in Control
or your death or total disability. Any options to purchase Scotts' common shares
owned by you at your death shall be dealt with as provided in the Scotts' stock
option plan pursuant to which they were granted.

                                         Very truly yours,


                                         /s/ Joseph P. Flannery
                                         -----------------------------------
                                         Joseph P. Flannery, Chairman
                                         Compensation and Organization
                                         Committee of the Board of Directors