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                                  EXHIBIT 10(e)

                     Specimen form of Stock Option Agreement
                    (as amended through October 23, 2001) for
                   Non-Qualified Stock Options, U.S. Specimen


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                             STOCK OPTION AGREEMENT
                          (NON-QUALIFIED STOCK OPTION)


         THIS STOCK OPTION AGREEMENT is entered into as of OCTOBER 23, 2001 (the
"Grant Date") by and between The Scotts Company ("Scotts" or "we") and SAMPLE
PARTICIPANT ("Optionee" or "you").

         1. GRANT OF OPTION. You are hereby granted an option (the "Option")
under Scotts' 1996 Stock Option Plan (the "Plan") to purchase ______ common
shares of Scotts. This Option is not intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986.

         2. TERMS AND CONDITIONS OF YOUR OPTION. The purchase price (the "Option
Price") to be paid by you upon the exercise of your Option is $39.950 per share.
Subject to the terms and conditions of the Plan: a) you may exercise your Option
beginning on the third anniversary of the Grant Date; and b) your Option
terminates and ceases to be exercisable on the tenth anniversary of the Grant
Date.

         3. EXERCISE. Once vested, you may exercise your Option, in whole or in
part, by delivering to Merrill Lynch a signed notice of exercise. If you die or
transfer your Option as permitted under the Plan, the person entitled to
exercise the Option must deliver the signed notice of exercise. The notice of
exercise must state the number of whole common shares being purchased. You may
pay the Option Price in any manner permitted by Section 6.4 of the Plan. You (or
if you die, your estate) will be responsible for paying to Scotts the amount of
any taxes we are required by law to withhold in connection with the exercise of
the Option. You may satisfy these tax withholding requirements in any manner
permitted under Section 10.4 of the Plan. No proceeds from the exercise of your
Option will be paid to you until all tax withholding requirements have been
satisfied.

         4. YOUR RIGHTS AS A SHAREHOLDER. You have no rights or privileges as a
shareholder of Scotts as to any of the common shares covered by the Option until
you are issued a share certificate.

         5. GENERAL. This Agreement incorporates and your Option is subject to
all of the provisions of the Plan which are not specifically described in this
Agreement. If there is any inconsistency between the provisions of this
Agreement and those of the Plan, the provisions of the Plan control. This
Agreement is governed by Ohio law. This Agreement represents the entire and
exclusive agreement between you and Scotts concerning your Option grant. Any
change, termination or attempted waiver of the provisions of this Agreement must
be made in a writing signed by you and Scotts. The rights and obligations of
Scotts under this Agreement will also extend to our successors and assigns.


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                  IN WITNESS WHEREOF, Scotts has caused this Agreement to be
executed by its duly authorized officer, and Optionee has executed this
Agreement, in each case, effective as of the Grant Date.

                        THE SCOTTS COMPANY


                        By:
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                                 David M. Aronowitz
                                 Executive Vice President, General Counsel


                  Optionee acknowledges receipt of a copy of the Plan and the
Prospectus dated NOVEMBER 1, 2001, and all supplements thereto, related to the
Plan. Optionee represents that Optionee is familiar with the terms and
conditions of the Plan. By signing below, Optionee accepts the Option subject to
all terms and conditions of this Agreement and the Plan. Optionee agrees to
accept as binding, conclusive and final all decisions or interpretations of the
committee administering the Plan should any questions arise under the Plan or
this Agreement.

                                 OPTIONEE:  Sample Participant



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                                 Signature of Optionee

                                 SSN:     000-00-0000













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