SCOTTS COMPANY
EXHIBIT 10(Y)
<DOCUMENT>
<TYPE>EX-10.Y
<SEQUENCE>4
<FILENAME>l92589aex10-y.txt
<DESCRIPTION>EXHIBIT 10(Y)
<TEXT>
<PAGE>
                                                                   Exhibit 10(y)


JAMES HAGEDORN
PRESIDENT AND CHIEF EXECUTIVE OFFICER

December 20, 2001




Dear Bob:

     This letter is intended to memorialize the agreements we have reached
regarding your continued employment with The Scotts Company (the "Company"). We
have agreed as follows:

     1.   You agree to continue in your present position as Executive Vice
          President - North America until the earlier of:

          (a)  September 30, 2002 (or such other date as you and the Company may
               hereafter mutually agree);

          (b)  The date the Company terminates your employment without Cause (as
               that term is defined in the Company's 1996 Stock Option Plan);

          (c)  The date of your death or total disability; or

          (d)  The effective date of a Change in Control (as that term is
               defined in the Company's 1996 Stock Option Plan).

          Each of the dates set forth above is hereinafter referred to as the
          "Termination Date."

     2.   On or before September 30, 2002, the Company will, at its sole
          discretion, offer you one of the following options:

          (a)  Continued employment in your current position beyond September
               30, 2002 (defined as an "Offer of Continued Employment"); or

          (b)  Termination of your employment.

          In the event the Company makes an Offer of Continued Employment, you
          may elect to accept or decline such offer. If you accept such offer,
          your eligibility to receive the termination benefits set forth herein
          shall be extended to such date as you and the Company agree, or the
          date upon which the Company terminates your employment without Cause.

          In the event you decline the Offer of Continued Employment, you will
          be expected to retire on September 30, 2002, and you will be entitled
          to receive the termination benefits set forth herein. Assuming you
          retire on September 30, 2002, you will be eligible for a pay out under
          the 2002 Executive Annual Incentive Plan, but you will not be eligible
          for any further stock option grants.




<PAGE>




     3.   On the Termination Date, you will be entitled to receive the following
          benefits:

          (a)  A severance payment (payable in 12 equal monthly installments,
               beginning on the 25th day of the month following the Termination
               Date) equal to your current annual salary plus your target bonus
               in effect at the Termination Date (less required tax
               withholding).

          (b)  Medical and dental coverage equal to that in effect at the
               Termination Date will be provided by the Company at no charge to
               you during the 12 months you are receiving the severance payments
               set forth in paragraph 3(a) above. Thereafter, you will be
               entitled to continue to participate in the Company's group
               medical and dental plans under COBRA until your 65th birthday.
               The Company shall make a lump sum payment to you on the date of
               the last monthly severance payment equal to the amount necessary
               to pay the premiums for group medical and dental coverage through
               your 65th birthday, grossed up for taxes. An example of the
               calculations used to determine the amount of this lump sum
               payment is attached to this letter as Exhibit A.

               After you reach your 65th birthday, you will be entitled to
               participate in the Scott's Retiree (Medical) Plan, which
               designates Medicare, as the primary medical program for post age
               65.

          (c)  You presently have 82,000 options to purchase common shares of
               the Company that have vested and 47,000 options that have not
               vested. On the Termination Date, you shall be considered to have
               retired from the Company. As a result, all of your then
               outstanding options shall vest and may thereafter be exercised in
               accordance with the terms and conditions of the Company's 1996
               Stock Option Plan which states that you will have five years from
               the Termination Date (September 30, 2002), or the end of the
               Option term, which ever is the shorter period.

     4.   I am certain you understand that the agreements set forth in this
          letter do not apply should you voluntarily terminate your employment
          with the Company prior to September 30, 2002, or should the Company
          terminate your employment for Cause.

     5.   Should you die or become totally disabled following the Termination
          Date but before the payments due you under paragraphs 3(a) and 3(b)
          above have been made to you, any remaining payments shall be made to
          you (or your beneficiary, as applicable) within 90 days of your death
          or total disability.

     6.   This agreement is subject to final approval by Scotts' Board of
          Directors. I expect to ask for the Board's approval at its next
          meeting in January 2002.

     Two copies of this letter are enclosed. Please indicate your agreement with
the terms set forth herein by executing one copy of this letter and returning it
to me. The second copy is for your records.



<PAGE>

     Bob, I am pleased that we could reach agreement on the matters set forth
above and I look forward to working with you for the balance of the fiscal year.


                                           Very truly yours,

                                           The Scotts Company



                                           By: /s/ James Hagedorn
                                               -----------------------------
                                           James Hagedorn
                                           President and Chief Executive Officer


Dear Jim:

     I agree that this letter sets forth the agreements you and I have reached
regarding my continued employment with the Company.


                                              /s/ L. Robert Stohler
                                              ---------------------------------
Dated: December __, 2001                      L. Robert Stohler











<PAGE>



                                    EXHIBIT A

                         CALCULATION OF LUMP SUM PAYMENT

1.   Assume retirement from the Company on September 30, 2002 at age 59.
2.   Assume the Company pays for medical and dental coverage through September
     30, 2002.
3.   Assume eligibility for Medicare at age 65 beginning November 1, 2007.

Calculation of 61 months of COBRA payments, grossed up for tax purposes and
payable to Mr. Stohler in a lump sum on September 25, 2003:

Mr. Stohler's applicable COBRA rate today:           $   632.74

Times 61 months                                      $38,597.14

Gross up for taxes (times 1.65)                      $25,088.14

Lump sum due                                         $63,685.28






</TEXT>
</DOCUMENT>
