Exhibit 10(g)(4)

                                 THIRD AMENDMENT

                                       TO

                               THE SCOTTS COMPANY

                            EXECUTIVE RETIREMENT PLAN

      WHEREAS, The Scotts Company (the "Company") sponsors The Scotts Company
Executive Retirement Plan (the "Plan"); and

      WHEREAS, the Company wants to amend the Plan to require that deferral
elections be expressed as a percentage of compensation (and not as a flat dollar
amount);

      NOW, THEREFORE, effective as of January 1, 2003:

1.    Paragraph (1) of Section IV.B of the Plan is amended to provide:

            (1) With respect to each Plan Year, an Eligible Employee may elect
      to have a percentage of his Executive Incentive Pay which is to be awarded
      to him by the Employer for the Plan Year in question allocated to his
      Deferred Executive Incentive Pay Account and paid on a deferred basis
      pursuant to the terms of the Plan. To exercise such an election for any
      Plan Year, within thirty (30) days after the Executive Annual Incentive
      Plan is finalized for the Plan Year, the Eligible Employee must advise the
      Employer of his election, in writing, on an Executive Incentive Pay
      Deferral Election. Such Executive Incentive Pay Deferral Election shall
      apply only to Executive Incentive Pay payable to the Participant after the
      date on which the Executive Incentive Pay Deferral Election is received by
      the Administrative Committee. If an Eligible Employee terminates
      employment or changes to an employment status other than an Eligible
      Employee, his election to defer Executive Incentive Pay shall terminate
      and no additional amounts shall be deferred.

2.    Paragraph (3) of Section IV.B of the Plan is amended to provide:

            (3) If an Executive Incentive Pay Deferral Election is submitted to
      the Administrative Committee in accordance with this Section, the Employer
      will allocate to the Participant's Deferred Executive Incentive Pay
      Account the percentage of Executive Incentive Pay specified in the
      Executive Incentive Pay Deferral Election.

3.    Paragraph (1) of Section IV.C of the Plan is amended to provide:

            (1) With respect to each pay period, subject to the maximum
      percentage deferral permitted under the terms of the Qualified Plan, an
      Eligible Employee may elect to have a percentage of his Compensation which
      is to be paid to him by the Employer for the pay period in question
      allocated to his Deferred Compensation Account and paid on a deferred
      basis pursuant to the terms of the Plan. To exercise such election for any
      Plan Year, within thirty (30) days prior to the beginning of such Plan
      Year, the Eligible Employee must advise the Employer of his election, in
      writing, on a Compensation Deferral Election. Such Compensation Deferral
      Election shall apply only to Compensation payable to the Participant after
      the date on which the Compensation Deferral Election is received by the
      Administrative Committee. If an Eligible Employee terminates employment or
      changes to an employment status other than an Eligible Employee, his
      election to defer Compensation shall terminate and no additional amounts
      shall be deferred. A Participant shall be permitted, pursuant to this
      Section IV.C. to defer amounts of his Compensation that could otherwise
      have been contributed to the Qualified Plan, for such Plan Year, were it
      not for the application of any of the Statutory Limits. If, during the
      Plan Year, in the sole discretion of the Administrative Committee and the
      administrator of the Qualified Plan, contribution percentages under the
      Qualified Plan must be further reduced to insure passage of the ADP Test
      and/or the ACP Test, or Participants' contributions to the Qualified Plan
      must be reduced to satisfy the Deferral Limit, any reduced contribution
      attributable to Participants of this Plan shall be deferred automatically
      under this Plan. However, if it is determined after the end of the Plan
      Year that the ADP and/or the ACP Test would be failed, any and all
      corrective action will be taken in accordance with the rules of the
      Qualified Plan and no additional amounts may be deferred under this Plan
      for that Plan Year.

      IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
as of the 1st day of December, 2002.


                                     THE SCOTTS COMPANY

                                     By:  /s/ George A. Murphy
                                         ---------------------------------------
                                         George A. Murphy, Vice President --
                                         Global Compensation and Benefits