THE SCOTTS COMPANY
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
This Plan is intended to foster and promote the long-term financial success of
the Company and to materially increase shareholder value  by providing Key
Employees and Eligible Directors an opportunity to acquire an ownership interest
in the Company, and  enabling the Company to attract and retain the services
of outstanding Employees and Eligible Directors upon whose judgment, interest
and special efforts the successful conduct of the Company's business is largely
When used in this Plan, the following terms have the meanings given to them in
this section unless another meaning is expressly provided elsewhere in this
document or clearly required by the context. When applying these definitions,
the form of any term or word will include any of its other forms.
2.01 ACT. The Securities Exchange Act of 1934, as amended.
2.02 AFFILIATED SAR. An SAR that is granted in conjunction with an Option
and which is always deemed to have been exercised at the same time that the
related Option is exercised. The deemed exercise of an Affiliated SAR will not
reduce the number of shares of Stock subject to the related Option, except to
the extent of the exercise of the related Option.
2.03 ANNUAL MEETING. The annual meeting of the Company's shareholders.
2.04 ANNUAL RETAINER. The annual cash retainer and any other fees paid to
each Eligible Director for service as a member of the Board and as a member of
any Board committees.
2.05 ANNUAL RETAINER DEFERRAL FORM. The form each Eligible Director must
complete to defer all or a portion of his or her Annual Retainer.
2.06 AWARD. Any Incentive Stock Option, Nonstatutory Stock Option,
Performance Share, Performance Unit, Restricted Stock, Stock Appreciation Right
and Stock Unit issued under the Plan. During any single Plan Year, no
Participant may be granted SARs affecting more than 150,000 shares of Stock
(adjusted as provided in Section 5.03) and Options affecting more than 150,000
shares of Stock (adjusted as provided in Section 5.03), including Options and
SARs that are cancelled [or deemed to have been cancelled under Treas. Reg.
Section 1.162-27(e)(2)(vi)(B)] during the Plan Year issued.
2.07 AWARD AGREEMENT. The written agreement between the Company and each
Participant that describes the terms and conditions of each Award.
2.08 BENEFICIARY. The person a Member designates to receive (or exercise)
any Plan benefits (or rights) that are unpaid (or unexercised) when he or she
dies. A Beneficiary may be designated only by following the procedures described
in Section 14.02; neither the Company nor the Committee is required to infer a
Beneficiary from any other source.
2.09 BOARD. The Company's Board of Directors.
2.10 CAUSE. Unless the Committee specifies otherwise in the Award Agreement,
with respect to any Participant:
 Willful failure to substantially perform his or her duties as
an Employee (for reasons other than physical or mental illness) or
director after reasonable notice to the Participant of that failure;
 Misconduct that materially injures the Company or any
 Conviction of, or entering into a plea of nolo contendere to,
a felony; or
 Breach of any written covenant or agreement with the Company
or any Subsidiary.
2.11 CHANGE IN CONTROL. The occurrence of any of the following events:
 The members of the Board on the Effective Date ("Incumbent
Directors") cease for any reason other than 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 then
Incumbent Directors also will be treated as an Incumbent Director; or
 Any "person," including a "group" [as such terms are used in
Act Sections 13(d) and 14(d)(2), but excluding the Company, any of its
Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries or Hagedorn Partnership, L.P. or any party related to
Hagedorn Partnership, L.P. as determined by the Committee] is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company representing
more than 30 percent of the combined voting power of the Company's then
outstanding securities; or
 The adoption or authorization by the shareholders of the
Company of a definitive agreement or a series of related agreements [a]
for the merger or other business combination of the Company with or
into another entity in which the shareholders of the Company
immediately before the effective date of such merger or other business
combination own less than 50 percent of the voting power in such
entity; or [b] for the sale or other disposition of all or
substantially all of the assets of the Company; or
 The adoption by the shareholders of the Company of a plan