Exhibit 10.5
                                  AMENDMENT TO
                               THE SCOTTS COMPANY
                   2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
                        AWARD AGREEMENT FOR NONDIRECTORS

                  On June 2, 2003, Robert F. Bernstock (the "Executive")
received a grant of freestanding stock appreciation rights. This grant was
evidenced by an Award Agreement issued by The Scotts Company (the "Company") and
by an acknowledgement executed by the Executive.

                  Subsequent to issuance of the Award Agreement, the Executive
and the Company have entered into an Employment Agreement and Covenant Not To
Compete as of October 1, 2004 (hereinafter, including any successor to, or
renewal of, such agreement, called the "Employment Agreement"). Pursuant to
Paragraph 3(k) of the Employment Agreement, the Award Agreement of June 2, 2003
is hereby amended.

                  1. Section 1.00 [1][a] is hereby amended in the entirety, to
read as follows:

                           "If your employment is terminated by the Company for
                  "Cause" or you resign other than due to "Constructive
                  Termination", in each case as such terms are defined in the
                  Employment Agreement and Covenant Not To Compete between you
                  and the Company that is effective October 1, 2004 (or in any
                  successor to, or renewal of, such agreement) (the "Employment
                  Agreement"), the Award may expire earlier than its Expiration
                  Date as provided in the Plan based on those events; or"

                  2. Section 2.00 of the Award Agreement is hereby amended in
the entirety, to read as follows:

                  "2.00 CANCELLATION OF AWARDS BY COMPANY. Except as otherwise
         specifically provided in this Award Agreement, your Award shall be
         noncancellable, unless you consent in writing."

                  3. Section 3.00 is hereby amended in the entirety, to read as
follows:

                  "3.00 AMENDMENT/TERMINATION. We may amend or terminate the
         Plan at any time, but we may not cancel or terminate your Award without
         your written consent, except as otherwise specifically provided in this
         Award Agreement. Your Award shall vest, become exercisable, or mature,
         as applicable, in the event of your termination of employment by the
         Company for any reason other than for "Cause", or in the event you
         resign following "Constructive Termination," in each case as such terms
         are defined in the Employment Agreement."

                  4. Except as amended hereby, the Award Agreement shall remain
in full force and effect.






                  5. This Amendment shall be effective October 1, 2004.


GRANTEE                                              THE SCOTTS COMPANY


     /s/ Robert F. Bernstock                  /s/ Denise Stump
----------------------------------         -------------------------------------
Robert F. Bernstock                        Denise Stump

(date signed)     11/03/04                 date signed)    11/03/04
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