Exhibit 4.6

SECOND AMENDMENT

TO THE

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 the statement of the purpose of the Plan to reflect the current function of the Plan;

     NOW, THEREFORE, effective as of January 1, 2000, Section I of the Plan is amended to provide:

     I. Name and Purpose

     The Scotts Company Executive Retirement Plan provides Eligible Employees with the opportunity to defer bonuses (under the Executive Annual Incentive Plan) and compensation, and supplements the benefits of Eligible Employees under The Scotts Company Retirement Savings Plan. The benefits under the Plan are to be provided from the Plan on an unfunded basis. It is intended that the Plan be exempt from the funding, participation, vesting and fiduciary provisions of Title I of ERISA.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the 14 day of January, 2000.

THE SCOTTS COMPANY
By:	/s/ Hadia Lefavre
	Hadia Lefavre, Senior Vice President Human
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